DRS

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Confidential draft submitted on January 11, 2021 to the U.S. Securities and Exchange Commission.

This draft registration statement has not been publicly filed with the

Securities and Exchange Commission and all information herein remains strictly confidential.

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Compass, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	7371	30-0751604
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

90 Fifth Avenue, 3rd Floor

New York, New York 10011

(212) 913-9058

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Robert Reffkin

Compass, Inc.

Founder and Chief Executive Officer

90 Fifth Avenue, 3rd Floor

New York, New York 10011

(212) 913-9058

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael T. Esquivel James D. Evans Ran D. Ben-Tzur Morgan A. Sawchuk Michael M. Shaw Fenwick & West LLP 902 Broadway, Suite 14 New York, New York 10010 (212) 921-2001 Brad Serwin General Counsel and Corporate Secretary Compass, Inc. 90 Fifth Avenue, 3rd Floor New York, New York 10011 (212) 913-9058 Gregory P. Rodgers Ian D. Schuman Benjamin J. Cohen Latham & Watkins LLP 885 Third Avenue New York, New York 10022 (212) 906-1200

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or Securities Act, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Class A common stock, par value $0.0001 per share	$	$

(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2) Includes the aggregate offering price of additional shares that the underwriters have the option to purchase.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated                , 2021

Shares

Class A Common Stock

This is the initial public offering of shares of Class A common stock of Compass, Inc.

We are offering                shares of our Class A common stock.

We have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled to one vote per share. Shares of Class B common stock, which we have issued, and intend in the future to issue to, our licensed real estate agents registered in New York State, have, due to New York State real estate regulatory requirements, no voting rights, except as otherwise required by law. Shares of Class B common stock will convert into Class A common stock, on a share-for-share basis, upon certain transfers following this offering.

Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price per share will be between $                and $                .

We intend to apply to list our Class A common stock on                under the symbol “COMP.”

See the section titled “Risk Factors” beginning on page 17 to read about factors you should consider before buying shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share	Total
Initial public offering price	$	$
Underwriting discount(1)	$	$
Proceeds, before expenses, to us	$	$

(1) See the section titled “Underwriting” for a description of the compensation payable to the underwriters.

To the extent that the underwriters sell more than                 shares of Class A common stock, the underwriters have the option to purchase up to an                 additional shares from us and the selling stockholders at the initial public offering price, less the underwriting discount.

The underwriters expect to deliver the shares against payment in New York, New York on                , 2021.

(in alphabetical order)

Goldman Sachs & Co. LLC Morgan Stanley

Prospectus dated                , 2021

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY		1
THE OFFERING		11
SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA		14
RISK FACTORS		17
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		47
INDUSTRY AND MARKET DATA		49
USE OF PROCEEDS		50
DIVIDEND POLICY		51
CAPITALIZATION		52
DILUTION		55
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA		58
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		61
BUSINESS		90
MANAGEMENT		114
EXECUTIVE COMPENSATION		122
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS		143
PRINCIPAL STOCKHOLDERS		146
DESCRIPTION OF CAPITAL STOCK		148
SHARES ELIGIBLE FOR FUTURE SALE		155
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK		157
UNDERWRITING		162
LEGAL MATTERS		168
EXPERTS		168
WHERE YOU CAN FIND ADDITIONAL INFORMATION		168
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

Through and including                , 2021 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Neither we nor any of the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we nor any of the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A common stock.

For investors outside of the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our Class A common stock and the distribution of this prospectus outside the United States.

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

PROSPECTUS SUMMARY

This summary highlights selected information contained in more detail elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our Class A common stock. You should carefully read this prospectus in its entirety before investing in our Class A common stock, including the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Special Note Regarding Forward-Looking Statements,” and our consolidated financial statements and the accompanying notes, provided elsewhere in this prospectus.

VISION, STRATEGY & MISSION

We envision a world where the experience of selling or buying a home is simple and pleasant for everyone. Our strategy is to replace today’s complex, paper-driven, antiquated workflow with a seamless, all-digital, end-to-end platform that empowers real estate agents to deliver an exceptional experience to every seller and buyer. Our agent-centric platform is at the heart of our mission to help everyone find their place in the world.

OVERVIEW

Compass provides an end-to-end platform that empowers residential real estate agents to deliver exceptional service to their seller and buyer clients. Our platform includes an integrated suite of cloud-based software for customer relationship management, marketing, client service and other critical functionality, as well as brokerage services and value-added services, all custom-built for the real estate industry. Fundamentally, we believe that agents are, and will continue to be, central to residential real estate transactions. We help agents grow their businesses, serve more clients, save time, and stand out as valued, trusted and professional advisors in real estate transactions.

Through 2020, our agents have represented either sellers or buyers of more than 250,000 homes worth more than $280 billion. Our agent-first approach and differentiated platform have delivered strong results for our agents and their clients in 2020.

• our agents close an average of 19% more transactions measured from their first year compared to their second year at Compass;

• our agents sold homes in 21% fewer days, on average, relative to agents at firms with comparable average home sale values in our MLS Cities;

• on average, 88% of our agent teams used our proprietary technology platform at least once per week, of which approximately two-thirds used it daily;

• our principal agent retention rate exceeded 90%; and

• our agents are strong advocates, giving Compass a Net Promoter Score of 68.

Residential real estate is one of the largest and most complex industries in the world. According to the National Association of Realtors, or NAR, in 2019, more than 5.3 million homes were sold in the U.S., representing over $2.0 trillion in transaction value. Housing is the single largest consumer expenditure in the U.S., and homes are often a substantial source of household wealth.

Selling and buying a home is one of the most significant financial events in an individual’s life and often one of the most complex, time consuming, and consequential. Given the unique nature of each property, location, buyer, seller, negotiation, title and financing, a real estate agent’s role as the driver of the majority of the workflow is indispensable. According to NAR’s 2020 Profile of Home Buyers and Sellers, 89% of home sellers and 88% of home buyers use a real estate agent or broker, levels that have remained consistent over the last 10 years with 2011 levels at 87% and 89%, respectively.

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

We believe the best agents are dynamic business owners, responsible for every function from attracting and retaining clients to managing finance and operations. We believe these entrepreneurs are needlessly constrained by a plethora of disconnected technology solutions, manual processes and antiquated systems. The vast majority of technology products built for agents are narrow point solutions, requiring agents to spend significant time away from their clients wrangling multiple, disjointed technology tools and manually transporting data among these tools. These inefficiencies not only frustrate agents, but also limit their ability to effectively serve their clients.

We have built an integrated software platform that helps agents operate with the sophisticated capabilities of a modern technology company and the personal attention and service of a dedicated advisor. Using proprietary data, analytics, AI and machine learning, our platform delivers a broad set of industry-specific capabilities for agents and their clients.

We continuously innovate and enhance our software platform with the goal of digitizing and automating all real estate workflows that empower agents to acquire and serve clients. The caliber and pedigree of our technology leadership helps us attract and retain top-tier software engineers and AI talent globally. We have a team of over 650 highly experienced product and engineering professionals based out of our innovation hubs in New York, Seattle, Washington, D.C., and Hyderabad, India.

We complement our software with additional services that make our agents more successful, enabling them to advise on multiple aspects of the residential real estate process. Compass Concierge is a program in which we provide homeowners access to interest-free capital to front the cost of home improvement services for their seller clients and is designed to increase the sale value of the home and decrease its time on market. Our title and escrow services increase transparency and deliver a more integrated closing process for the consumer.

We obsess over our agents’ success. We offer training and coaching, sales management, listing and transaction coordination, commission processing, and marketing design and consulting so that our agents can achieve their full potential.

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Our business model is based on shared success: we succeed when our agents succeed. As the Compass platform delivers more value to agents, more agents with established real estate businesses join the platform. As those agents deliver excellent experiences to their clients, they generate more repeat and referral business, in turn increasing transaction volumes. This growth enables us to invest further in the platform and propel a virtuous flywheel.

Our bold mission, agent-centric strategy, and comprehensive digital platform positions us to capture a sizable opportunity in the residential real estate market, one of the largest asset classes in the world. We estimate that agents drive approximately $100 billion of commissions in the U.S. and sit at the center of substantial additional spend directly and indirectly related to the home transaction. Our long term market opportunity is comprised of brokerage commissions, paid marketing services, and spend from other components of the real estate ecosystem, including closing services (title, escrow, and mortgage) and other real estate services. We view our serviceable addressable market, or SAM, in the United States to be over $175 billion and our total addressable market, or TAM, globally, over the long term, to be over $565 billion.

We had 15,377 agents on the Compass platform as of December 31, 2019. A subset of our agents are considered principal agents, either agents who are leaders of their respective agent teams or individual agents operating independently on our platform. We had 8,054 principal agents on the Compass platform as of December 31, 2019. We currently cover 44 markets across the United States, defined as metropolitan statistical areas, or MSAs, according to the U.S. Census Bureau.

In 2019, our agents transacted over $96 billion in residential real estate – or approximately 5% of the U.S. market – up from $35 billion in 2018. We currently generate substantially all of our revenue from commissions paid for these transactions and believe there remains significant opportunity for us to continue to add agents to our platform, and grow their respective market shares. Additionally, we are well-positioned to capture meaningful revenue from adjacent services as we continue to expand and diversify our offerings within the real estate ecosystem.

Our business has experienced rapid growth. In 2019 and 2018, our revenue was $2.4 billion and $884.7 million, respectively, representing a year-over-year increase of 170%. Our net losses were $388.0 million and $223.8 million in 2019, and 2018, respectively.

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THE COMPLEXITY OF THE AGENT WORKFLOW

Real estate agents are CEOs of their businesses, positioned at the center of a highly-specialized, multi-party workflow which involves complexity generally unseen by the buyer or seller. Agents serve as the liaison between their client, the counterparty and many other stakeholders related to the transaction. In addition to serving their clients directly, agents recommend, as appropriate, adjacent service providers from pre-sale to post-close.

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AGENTS ARE AT THE CENTER OF ONE OF THE WORLD’S LARGEST MARKETS

According to NAR, there were 5.3 million existing homes sold in the U.S. in 2019 that generated $2.0 trillion in transaction value. We estimate that an aggregate $100 billion in commissions were paid from these transactions, and NAR estimates that the median residential real estate transaction leads to roughly $85,000 of economic impact.

Despite various “agentless” models such as iBuying and for-sale-by-owner, nearly 90% of sellers and buyers in the U.S. work with real estate agents. The agent’s central role gives them a position of leverage in each transaction and in the market at large. They sit at the center of the workflow for the seller or buyer, provide recommendations for closing services (title and escrow services, mortgage, bridge loans and legal) and vendor referrals post-closing (home insurance, warranty, moving services, interior design and internet).

Agents spend significant time cultivating their sphere of influence, and a substantial portion of their business comes from repeat clients and referrals. According to NAR, in 2020, 73% of home sellers and 60% of home buyers chose to work with an agent they had used in the past or found their agent through a referral. The relationship between the agent and the client often starts with a transaction and endures many years into the future—a byproduct of this strength is clients referring their agents to friends, neighbors, and relatives. Accordingly, each new client can yield significant lifetime value for agents.

EXISTING TECHNOLOGIES DO NOT ADEQUATELY SERVE THE MARKET

Many Real Estate Agents Are Inhibited by Manual, Time-Consuming Processes

The hyper-local nature of the industry makes each transaction unique, requiring nuanced knowledge of the market, the property, and individuals’ needs. The typical agent spends a substantial portion of their time on administrative tasks that could be greatly enhanced by technology, such as managing client collaboration, coordinating tours, organizing appointments, creating marketing content, and effectively running multiple processes concurrently.

The Real Estate Industry Has Lagged in Technological Innovation, and What Innovation Has Occurred Has Not Addressed Agents’ Core Challenges

Despite the inefficiencies associated with real estate transactions, the industry has been slow to adopt technology, particularly as it relates to the agent. Some companies have developed point solutions for agents, but the lack of integration and narrow focus of that software has further complicated the agent experience. Often, these point solutions are provided by sub-scale, under-capitalized companies with limited ability to support and upgrade the product or make it available in a mobile context. Many companies have tried to build solutions to displace the agent, rather than empower them. The vast majority of spend in the industry has focused on the consumer (primarily the homebuyer), in the form of consumer-facing search portals. Consequently, the home seller and the real estate agent have largely been ignored.

THE OPPORTUNITY

We believe that real estate agents are an underserved group of business owners, and by providing them with a seamless, end-to-end platform, we can unlock enormous untapped economic potential.

As we continue to build everything agents need in a single, integrated platform, we believe more great agents will continue to come to Compass. As more great agents join us, our platform helps them provide great experiences to more buyer and seller clients. The ability to create great client experiences drives continued business for agents with repeat and referral clients. This ultimately generates more revenue for the agent, and in

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turn, for Compass, which enables us to invest more into enhancing the platform. These investments further empower agents to grow their businesses efficiently and effectively. Our platform and business innovations are focused on accelerating this flywheel.

OUR PLATFORM

We are simplifying today’s complex, paper-driven, antiquated workflow to empower real estate agents to deliver an exceptional experience to every buyer and seller. Our platform is a combination of integrated software as well as value-added services, all tailored to the real estate industry.

Our Integrated Platform Empowers Agents to Win More Clients and Serve Both Sellers and Buyers

Attracting and Retaining Clients

Our platform provides a strong foundation for agents to create and foster client relationships. Our powerful Customer Relationship Management, or CRM, platform enables agents to develop automated yet customizable “drip campaigns” to stay in touch with their contacts at key moments and over time. Through our Marketing Center, agents can market their own personal brands by creating marketing collateral—digital ads, videos, listing presentations, email newsletters, print advertising and signage—as well as execute marketing campaigns, with mere minutes of effort. Our agents designed over a million different pieces of marketing content through our platform in 2020. Powered by AI, our CRM provides recommendations to agents on whom to contact as potential sellers or prospective buyers. As a result, our agents are able to focus their energy on high value clients, which can lead to more transactions and more revenue. For example, our “Likely To Sell” recommendations led to a 61% higher win rate for our agents, compared to properties we did not identify as likely to sell, in the second half of 2020.

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Advising Sellers

Our platform enables agents to sell more homes in less time for a better price. In 2020, our agents sold homes in 21% fewer days, on average, relative to agents at firms with comparable average home sale values in our MLS Cities. We define MLS Cities as large cities we serve and which have a multiple listing service, and currently consist of: San Francisco, Washington D.C., Boston, Los Angeles, Miami Beach, Dallas, Chicago, San Diego, Seattle, Atlanta, Austin, Denver, Houston, Philadelphia and Nashville. We consider firms with comparable average home sale values to be those with an average home sale value within 20% of ours. We believe we provide agents with the solutions and data they need to effectively list and market properties, and run the sale process more efficiently.

When it comes time to list and market a home, our agents can utilize services such as Compass Concierge which is designed to increase the sale value of the home and decrease the time on market. Sellers on our platform who use Compass Concierge are nearly twice as likely to sell their home in 60 days relative to the average MLS listing in the markets in which we operate. Our AI-powered comparative market analysis tool, or CMA, enables agents to optimize pricing strategies for their clients, leveraging data on past sales and current listings to suggest representative comparable properties. Agents can also use our platform to conduct virtual tours and livestream open houses through our Open House App to ensure listings receive ample attention. In preparing for and closing the transaction, our agents can use our platform to recommend and offer adjacent services to their clients such as title and escrow and referrals to service providers post-closing.

Advising Buyers

Our platform enables agents to locate desirable properties at attractive prices for buyers. Our agents provide their clients with access to comprehensive inventory, including private listings, help them understand local market dynamics, tour properties, prepare and close offers, and better manage the overall home buying process.

With Compass Collections, a curated visual workspace, our agents and their clients can easily find and organize homes of interest and then tag and discuss specific properties through an integrated chat feature. With near real-time search alerts and notifications, clients can monitor new listings and gain an edge in securing properties of interest. Using our CMA, agents can better understand the pricing dynamics of specific markets, neighborhoods and home features, ultimately providing informed advice regarding potential offers. We also provide our agents with access to services associated with closing a home purchase, such as title insurance and escrow services in selected markets.

THE COMPASS ADVANTAGE

Differentiated and Integrated Technology. Our end-to-end, mobile-first platform built for simplicity and scale, provides a truly differentiated real estate experience and creates a competitive moat.

Strategy Centered on the Agent. We have consistently focused on the agent, who has been underserved by industry innovation, because we recognize the critical role they occupy at the center of the real estate transaction.

Top-Tier Agent Talent. We believe the most talented agents want to work at Compass because we have specifically built our business to help even the most sophisticated agents achieve the best outcomes of their career.

Data-Driven Insights Advantage. Our principal agent teams and their transactions have driven over 13 million sessions on our platform since 2018, helping power our machine learning algorithms and creating a data advantage for Compass.

Strong Network Effects Due to Scale. Compass is the largest independent brokerage in the United States by Gross Transaction Value (according to RealTrends), which positions us to capture spend across the real estate ecosystem.

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Premier Technology Leadership and a Culture of Innovation. Our founder-led team brings significant experience in building industry-leading software.

A Brand That Recruits. Our brand stands for top-tier agents harnessing superior technology to deliver superior outcomes for their clients.

GROWTH STRATEGY

Attract High-Performing Agents in Existing Markets. Even though we have leading market share in key geographies, we continue to add high-performing agents in our current markets.

Expand to New Domestic Markets. We have a demonstrated track record of successfully expanding into new markets, driven, in part, by our Compass Anywhere virtual support model.

Build Software That Makes Agents More Productive. We continue to add new functionality and improve our existing solutions with the goal of providing a seamless, integrated workflow that grows agents’ businesses while helping to save them time, money and hassle.

Develop a Broader Set of Solutions to Capture More Spend. The Compass platform is well positioned for continued expansion of adjacent solutions across the transaction lifecycle.

Execute Opportunistic M&A. We will continue to evaluate potential acquisitions in the real estate technology ecosystem that can bolster the value of our fully integrated platform and accelerate initiatives in our product roadmap

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Summary of Risk Factors

Our business is subject to a number of risks and uncertainties including those described in the section titled “Risk Factors” immediately following this prospectus summary. These risks include, among others, the following:

• Our success depends on general economic conditions, the health of the U.S. real estate industry, and risks generally incident to the ownership of residential real estate, and our business may be negatively impacted by economic and industry downturns, including seasonal and cyclical trends;

• If we do not provide our agents with solutions that they value, we may fail to attract new agents, retain current agents or increase agents’ utilization of our platform, which may adversely affect our business, financial condition and results of operations;

• We have experienced rapid growth since inception which may not be indicative of our future growth. We expect that, in the future, even if our revenue increases, our rate of growth may decline;

• We have incurred net losses on an annual basis since we were founded, anticipate increasing our operating expenses in the future, and may not achieve or sustain profitability;

• If we do not innovate and continuously improve and expand our platform to create value for our agents and their clients, our business could be negatively impacted;

• The outbreak of the COVID-19 coronavirus pandemic has had a material effect on our business, and could continue to do so;

• We operate in highly competitive markets and we may be unable to compete successfully against competitors;

• Monetary policies of the federal government and its agencies may have a material impact on our business, results of operations and financial condition;

• Any decrease in our gross commission income or the percentage of commissions that we collect may harm our business, results of operations and financial condition;

• Our efforts to expand our business and offer additional adjacent services may not be successful;

• Our quarterly results and other operating metrics may fluctuate from quarter to quarter, which makes these difficult to predict;

• The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business;

• Actions by our agents or employees could adversely affect our reputation and subject us to liability;

• If we pursue acquisitions that are not successfully completed or integrated into our existing operations, our business, financial condition or results of operations may be adversely affected;

• We are periodically subject to claims, lawsuits, government investigations and other proceedings that may adversely affect our business, financial condition and results of operations;

• Our agents are independent contractors, and if federal or state law mandates that they be classified as employees, our business, financial condition, and results of operations would be adversely impacted; and

• Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, services and brand.

Channels for Disclosure of Information

Following the completion of this offering, we intend to announce material information to the public through filings with the Securities and Exchange Commission, or the SEC, the investor relations page on our website (www.compass.com), press releases, public conference calls, public webcasts, and our Twitter feed (@Compass),

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our Facebook page, our LinkedIn page, our Instagram account, our YouTube channel, and Robert Reffkin’s Twitter feed (@RobReffkin).

Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.

Corporate Information

We were incorporated under the laws of the state of Delaware in October 2012 under the name Urban Compass, Inc. We subsequently changed our name to Compass, Inc. in January 2021. Our principal executive offices are located at 90 Fifth Avenue, 3rd Floor, New York, New York 10011, and our telephone number is (212) 913-9058. Our website address is www.compass.com. Information contained on, or that can be accessed through, our website does not constitute part of this prospectus and inclusions of our website address in this prospectus are inactive textual references only. You should not consider information contained on our website to be part of this prospectus or in deciding whether to purchase shares of our Class A common stock. Unless the context otherwise requires, the terms “Compass,” “the Company,” “we,” “us,” and “our” in this prospectus refer to Compass, Inc. and its consolidated subsidiaries.

“Compass,” our logo, and our other registered or common law trademarks, service marks, or tradenames appearing in this prospectus are the property of Compass, Inc. This prospectus contains additional trade names, trademarks, and service marks of other companies that are the property of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies. Solely for convenience, our trademarks and trade names referred to in this prospectus appear without the ^® and ^™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or the right of the applicable licensor, to these trademarks and trade names.

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THE OFFERING

Class A common stock offered                 shares.

Option to purchase additional shares of Class A common stock offered                 shares.

Class A common stock to be outstanding after this offering                 shares (                shares if the option to purchase additional shares is exercised in full).

Class B common stock to be outstanding after this offering                 shares.

Total Class A and Class B common stock to be outstanding after this offering                 shares (or                shares if the underwriters exercise their option to purchase additional shares of Class A common stock in full).

Use of Proceeds We estimate that the net proceeds from the sale of shares of our Class A common stock in this offering will be approximately $                million, or approximately $                million if the underwriters exercise their option to purchase additional shares in full, based upon an assumed initial public offering price of $                per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses.

The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our Class A common stock, and enable access to the public equity markets for us and our stockholders. We primarily intend to use the net proceeds that we receive from this offering for working capital and other general corporate purposes, which may include research and development, sales and marketing activities, general and administrative matters, and capital expenditures. We may also use a portion of the proceeds for the acquisition of, or investment in, technologies, solutions, or businesses that complement our business. However, we do not have binding agreements or commitments for any acquisitions or investments outside the ordinary course of business at this time. We will have broad discretion over the uses of net proceeds in this offering. See the section titled “Use of Proceeds” for additional information.

Voting Rights Shares of Class A common stock are entitled to one vote per share. Shares of our Class B common stock have no voting rights, except as otherwise required by law.

Risk Factors See the section titled “Risk Factors” and other information included in this prospectus for a discussion of some of the factors you should consider before deciding to purchase shares of our Class A common stock.

Proposed                 symbol “COMP”

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The number of shares of our Class A common stock and Class B common stock to be outstanding after this offering is based upon                shares of our Class A common stock outstanding and                shares of our Class B common stock outstanding, in each case, as of December 31, 2020, and reflects:

• (i)                shares of Series A, Series B, Series C, Series E, Series F, and Series G convertible preferred stock that will automatically convert into                shares of Class A common stock immediately prior to the completion of this offering pursuant to the terms of our amended and restated certificate of incorporation, and (ii)                shares of Series D convertible preferred stock that will automatically convert, based upon an assumed initial public offering price of $                per share, which is the midpoint of the price range set forth on the cover page of this prospectus, into                shares of Class A common stock immediately prior to the completion of this offering pursuant to the terms of our amended and restated certificate of incorporation, which we refer to, collectively, as the Capital Stock Conversions. See the section titled “Description of Capital Stock—Special Conversion Adjustments for the Series D Convertible Preferred Stock” for additional information. Each $1.00 increase or decrease in the assumed initial public offering price would increase or decrease the number of shares of Class A common stock issuable to the holders of our Series D convertible preferred stock by approximately                and                , respectively.

The number of shares of our Class A common stock and Class B common stock outstanding as of December 31, 2020 excludes the following:

•             shares of our Class A common stock issuable upon the exercise of options outstanding as of December 31, 2020, with a weighted-average exercise price of $        per share, including options to purchase                 shares issued pursuant to our 2012 Stock Incentive Plan, or the 2012 Plan;

•             shares of our Class B common stock issuable upon the exercise of options outstanding as of December 31, 2020, with a weighted-average exercise price of $        per share, outside of the 2012 Plan;

•             shares of our Class A common stock issuable upon the vesting and settlement of restricted stock units, or RSUs, outstanding as of December 31, 2020, pursuant to our 2012 Plan, including (i)            shares issuable upon the vesting and settlement of RSUs for which the service-based vesting condition was satisfied as of December 31, 2020 and for which the liquidity-based vesting condition will be satisfied in connection with this offering and (ii)                shares issuable upon the vesting and settlement of RSUs for which the service-based vesting condition was not satisfied as of December 31, 2020 and for which the liquidity-based vesting condition will be satisfied in connection with this offering;

•             shares of our Class A common stock issuable upon the exercise of options granted after December 31, 2020, with a weighted-average exercise price of $        per share, pursuant to our 2012 Plan;

•             shares of our Class A common stock issuable upon the vesting and settlement of RSUs granted after December 31, 2020, pursuant to our 2012 Plan;

•             shares of our Class A common stock with an aggregate value of up to $                million issuable upon the achievement of certain milestones in connection with certain of our past acquisitions; and

•              shares of our common stock reserved for future issuance under our equity compensation plans, consisting of: (1)                shares of our Class A common stock reserved for future issuance under our 2012 Plan, as of December 31, 2020 (which reserve does not reflect the options to purchase shares of our Class A common stock and RSUs settleable for shares of our Class A common stock granted after December 31, 2020) and (2)                 shares of our Class A common stock reserved for future issuance under our 2021 Equity Incentive Plan, or the 2021 Plan, which will become effective on the date immediately prior to the date of this prospectus.

On the date immediately prior to the date of this prospectus, any remaining shares of Class A common stock available for issuance under our 2012 Plan will be added to the shares reserved for issuance under our 2021 Plan,

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and we will cease granting awards under the 2012 Plan. Our 2021 Plan also provides for an automatic annual increase in the number of shares reserved thereunder. See the section titled “Executive Compensation—Employee Benefits and Stock Plans” for additional information.

Except as otherwise indicated, all information in this prospectus assumes:

• the Capital Stock Conversions will occur upon the completion of this offering, and giving effect to the conversion price adjustments relating to our Series D convertible preferred stock described in the section titled “Description of Capital Stock—Special Conversion Adjustments for the Series D Convertible Preferred Stock”;

• no exercise of outstanding stock options or settlement of outstanding RSUs subsequent to December 31, 2020;

• the filing and effectiveness of our restated certificate of incorporation and the effectiveness of our restated bylaws, each of which will occur immediately prior to the completion of this offering; and

• no exercise by the underwriters of their option to purchase up to an additional                shares of our Class A common stock from us in this offering.

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Confidential Treatment Requested by Compass, Inc.

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SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables summarize our consolidated financial and other data. We derived our summary consolidated statements of operations data for 2018 and 2019 and our summary consolidated balance sheet data as of December 31, 2019 from our audited consolidated financial statements included elsewhere in this prospectus. Our audited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. Our historical results are not necessarily indicative of the results to be expected in the future. You should read the following summary consolidated financial and other data in conjunction with the sections titled “Selected Consolidated Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, the accompanying notes, and other financial information included elsewhere in this prospectus.

	Year Ended December 31,
	2018			2019
	(in millions, except share and per share data)
Consolidated Statement of Operations Data:
Revenue	$	884.7		$	2,386.0
Operating expenses:
Commissions and other transaction-related expense(1)		695.4			1,935.6
Sales and marketing(1)		174.3			382.8
Operations and support(1)		95.5			204.8
Research and development(1)		56.7			131.3
General and administrative(1)		85.7			92.4
Depreciation and amortization		14.8			40.9
Total operating expenses		1,122.4			2,787.8
Loss from operations		(237.7	)		(401.8	)
Investment income, net		8.4			12.9
Loss before income taxes		(229.3	)		(388.9	)
Benefit from income taxes		5.5			0.9
Net loss		(223.8	)		(388.0	)
Net loss per share attributable to common stockholders, basic and diluted(2)	$	(22.62	)	$	(36.42	)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted(2)		9,893,022			10,652,988
Pro forma net loss per share attributable to common stockholders, basic and diluted(2)
Pro forma weighted-average shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted(2)

(1) Includes stock-based compensation expense as follows:

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	Year Ended December 31,
	2018		2019
	(in millions)
Commissions and other transaction-related expense	$	1.0	$	16.1
Sales and marketing		9.1		11.1
Operations and support		4.7		2.4
Research and development		4.0		2.8
General and administrative		33.7		5.0
Total stock-based compensation expense	$	52.5	$	37.4

(2) See Notes 2 and 12 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the method used to compute the historical and pro forma net loss per share attributable to common stockholders, basic and diluted, and the number of shares used in the computation of the per share amounts.

	As of December 31, 2019
	Actual			Pro Forma(1)	Pro Forma as Adjusted(2)
	(in millions)
Consolidated Balance Sheet Data:
Cash, cash equivalents and short-term investments	$	547.2		$	$
Working capital		568.3
Total assets		1,471.6
Total liabilities		627.5
Convertible preferred stock		1,525.7
Total stockholders’ (deficit) equity		(681.6	)

(1) The pro forma column reflects (a) the Capital Stock Conversions, as if such conversions had occurred as of December 31, 2019, (b) the filing and effectiveness of our restated certificate of incorporation and (c) an increase to additional paid-in capital and accumulated deficit related to stock-based compensation expense of                associated with RSUs for which the service-based vesting condition was satisfied as of December 31, 2019 and for which the liquidity event-related performance vesting condition will be satisfied in connection with this offering. Payroll tax withholding and remittance obligations have not been included in the pro forma adjustments.

(2) The pro forma as adjusted column reflects (a) the items described in footnote (1) above, and (b) the sale by us of shares of our Class A common stock in this offering at an assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. Each $1.00 increase (decrease) in the assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) cash, cash equivalents and short-term investments, working capital, total assets, and total stockholders’ (deficit) equity by $        million, assuming that the number of shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions. Similarly, each increase (decrease) of 1,000,000 shares in the number of shares offered by us would increase (decrease) cash, cash equivalents and short-term investments, working capital, total assets, and total stockholders’ (deficit) equity by approximately $        million, assuming the assumed initial public offering price, which is the midpoint of the price range set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions.

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Key Business Metrics and Non-GAAP Financial Measures

In addition to our financial results, we use the following business metrics to evaluate our business, measure our performance, identify trends affecting our business, and make strategic decisions. To evaluate our operating performance, and for internal planning and forecasting purposes, we also use Adjusted EBITDA and Adjusted EBITDA Margin, which are non-GAAP financial measures. For additional information regarding these measures, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics and Non-GAAP Financial Measures.”

	Year Ended December 31,
	2018			2019
Total Transactions		27,001			86,542
Gross Transaction Value (in billions)	$	34.9		$	96.4
Average Principal Agents		2,700			6,845
Platform Contribution (in millions)	$	190.3		$	466.5
Net Platform Contribution Retention		112	%		110	%
Adjusted EBITDA(1) (in millions)	$	(170.4	)	$	(323.5	)
Adjusted EBITDA Margin(1)		(19.3	)%		(13.6	)%

(1) Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. For more information regarding our use of these measures and a reconciliation of net loss to Adjusted EBITDA, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics and Non-GAAP Financial Measures.”

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RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Non-GAAP Financial Measures” and our consolidated financial statements and related notes, before making a decision to invest in our Class A common stock. Our business, financial condition, or results of operations could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, financial condition and results of operations could be adversely affected. In that event, the market price of our Class A common stock could decline and you could lose part or all of your investment.

Risks Related to Our Business and Operations

Our success depends on general economic conditions, the health of the U.S. real estate industry, and risks generally incident to the ownership of residential real estate, and our business may be negatively impacted by economic and industry downturns, including seasonal and cyclical trends.

Our success is impacted, directly and indirectly, by general economic conditions, the health of the U.S. real estate industry, and risks generally incident to the ownership of residential real estate, many of which are beyond our control. Our business could be harmed by a number of factors that could impact the conditions of the U.S. real estate industry, including:

• a period of slow economic growth or recessionary conditions;

• weak credit markets;

• increasing mortgage rates and down payment requirements or constraints on the availability of mortgage financing;

• a low level of consumer confidence in the economy or the residential real estate market due to macroeconomic events domestically or internationally;

• high levels of unemployment resulting from the ongoing COVID-19 pandemic and the continued slow recovery of wages;

• instability of financial institutions;

• legislative or regulatory changes (including changes in regulatory interpretations or regulatory practices) that would adversely impact the residential real estate market as well as federal and/or state income tax changes and other tax reform affecting real estate and/or real estate transactions;

• insufficient or excessive regional home inventory levels;

• high levels of foreclosure activity, including but not limited to the release of homes already held for sale by financial institutions;

• adverse changes in local, regional, or national economic conditions;

• the inability or unwillingness of consumers to enter into sale transactions due to first-time homebuyer concerns about investing in a home and move-up buyers having limited or negative equity in their existing homes;

• a decrease in the affordability of homes including the impact of rising mortgage rates, home price appreciation and wage stagnation or wage increases that do not keep pace with inflation;

• decreasing home ownership rates, declining demand for real estate and changing social attitudes toward home ownership; and

• natural disasters, such as hurricanes, earthquakes and other events (including global pandemics) that disrupt local or regional real estate markets.

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As our revenue is driven by sales commissions and transaction fees, any slowdown or decrease in the total number of home sale transactions and related transactions executed by our agents for any of the above reasons could adversely affect our business, financial condition and results of operations. In addition, the residential real estate market historically has been seasonal, with greater demand from home buyers in the spring and summer, and typically weaker demand in late fall and winter, resulting in fluctuations in the quantity, speed and price of transactions on our platform. We expect our financial results and working capital requirements to reflect these seasonal variations over time, although our growth and market expansion have obscured the impact of seasonality in our historical financials to date.

If we do not provide our agents with solutions that they value, we may fail to attract new agents, retain current agents or increase agents’ utilization of our platform, which may adversely affect our business, financial condition and results of operations.

If we do not provide our agents with solutions that they value, we may fail to attract new agents, retain current agents or increase agents’ utilization of our platform. Our continued growth depends on our ability to attract highly-qualified agents in each of the markets we serve and, once they are on our platform, to retain them and to help them expand their businesses and utilize our solutions. In addition, to retain our agents and expand their businesses, we offer a wide range of solutions and adjacent services, which we continue to expand through investments and acquisitions. To enhance our agent recruiting efforts in the future, we may choose to offer increased incentives, which would increase our expenses but cannot be guaranteed to lead to growth. While we believe these investments help our agents succeed, there can be no guarantee that we will retain our agents across the markets we serve, nor that our investments will lead to increased transaction volume. As a result, the success of our business is substantially dependent upon the success and growth of our agents, and their ongoing usage of our platform.

We have experienced rapid growth since inception which may not be indicative of our future growth. We expect that, in the future, even if our revenue increases, our rate of growth may decline.

We have experienced rapid growth since our founding in 2012. We expect that, in the future, even if our revenue increases, our rate of growth may decline. In any event, we may not be able to grow as fast or at all if we do not, among other things:

• attract high-performing agents in markets we currently serve;

• expand to new domestic markets;

• improve our software and develop additional functionality;

• develop a broader set of solutions;

• execute opportunistic mergers and acquisitions; and

• expand internationally.

To preserve our market position, we may expand organically or acquire brokerages in new markets more quickly than we would if we did not operate in such a highly competitive industry. Expanding into new markets can be challenging as some new markets have very distinctive characteristics, some of which may be unanticipated or unknown to us. These differences may result in greater recruitment and transaction costs that may result in those markets being less profitable for us than those that we currently operate in, and may slow the rate of our revenue growth.

We have incurred net losses on an annual basis since we were founded, anticipate increasing our operating expenses in the future, and may not achieve or sustain profitability.

We incurred net losses of $223.8 million and $388.0 million for 2018 and 2019, respectively. We had an accumulated deficit of $437.1 million and $825.1 million as of December 31, 2018 and 2019, respectively. We

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expect to continue to make future investments in developing and expanding our business, including investing in technology, recruitment and training, and pursuing strategic acquisitions. These investments may not result in increased revenue or growth in our business and may continue to result in net losses for our business. Additionally, we may incur significant losses in the future for a number of reasons, including:

• declines in U.S. residential real estate transaction volumes;

• our expansion into new markets, for which we typically incur more significant losses immediately following entry;

• increased competition in the U.S. residential real estate industry;

• increased costs to attract and retain agents;

• increased research and development costs to continue to advance the capabilities of our platform;

• changes in our fee structure or rates;

• our failure to realize anticipated efficiencies through our technology and business model;

• failure to execute our growth strategies;

• increased sales and marketing costs;

• hiring additional personnel to support our overall growth; and

• unforeseen expenses, difficulties, complications and delays, and other unknown factors.

Accordingly, we may not be able to achieve profitability and we may continue to incur significant losses in the future. Moreover, as we continue to invest in our business, we expect expenses to continue to increase in the near term. If we fail to manage our expenses or grow our revenue sufficiently to keep pace with our investments, our business may be harmed. In addition, as a public company, we will also incur significant legal, accounting and other expenses that we did not incur as a private company, which we anticipate will increase our general and administrative expenses on an absolute dollar basis.

Because we expect to incur significant costs and expenses to grow our business, and we may incur expenses prior to generating incremental revenue with respect thereto, we may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in an increase in revenue to offset these expenses, which would further increase our losses.

If we do not innovate and continuously improve and expand our platform to create value for our agents and their clients, our business could be negatively impacted.

Our success depends on our ability to continuously innovate and improve our platform to provide value to our agents, including developing our customer relationship management, marketing center, listing, search, comparative market analysis, and other products for agents. As a result, we must continually invest significant resources in research and development to improve the attractiveness and comprehensiveness of our platform. Our investments in our platform allow us to provide an expanded suite of technology offerings, such as customer relationship management and differentiated search functionality, which we believe separate us from our competitors. In addition, we have expanded the adjacent services we make available to certain of our agents, such as title and escrow services, through organic growth and selective acquisitions. As a result, we believe our platform is differentiated on the basis of both its technology and the breadth of our offerings. However, if we fail to continue to innovate and expand our platform, our agents may become dissatisfied and use competitors’ offerings or leave our company, which could negatively impact our business, financial condition and results of operations.

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The outbreak of the COVID-19 coronavirus pandemic has had a material effect on our business, and could continue to do so.

The extent of the impact of the COVID-19 coronavirus pandemic on our business and financial results will depend largely on future developments, including the duration and extent of the spread of COVID-19 within the United States, the prevalence of local, regional and national restrictions and regulatory orders that impact our business, and the impact on capital and financial markets and on the U.S. and global economies, all of which are highly uncertain and cannot be predicted. Our success depends on a high volume of residential real estate transactions throughout the markets in which we operate. This transaction volume affects all of the ways that we generate revenue, including generation of commissions from transactions executed by our agents and the number of transactions our title and escrow business closes. In the second quarter of 2020, the COVID-19 pandemic significantly and adversely affected residential real estate transaction volume. Since that time, in addition to general macroeconomic instability, many governmental authorities put in place limitations on in-person activities related to the sale of residential real estate, such as prohibitions or restrictions on in-home showings, inspections and appraisals, and availability or hours of local real property documentation searches and new recordings. Although these measures were largely lifted later in 2020, and our results of operations showed no adverse impact in the third and fourth quarters of 2020, there can be no assurance that such measures will not be implemented in the future or that the pandemic will not again adversely affect transaction volume. In addition, many of our employees are still required to work remotely, which may adversely affect our efficiency and morale.

While our business has recovered since the beginning of the pandemic, as the ongoing COVID-19 pandemic continues to impact the overall U.S. economy, we believe that consumer spending on real estate transactions may be adversely affected by a number of macroeconomic factors related to the COVID-19 pandemic, including but not limited to:

• increased unemployment rates and stagnant or declining wages;

• decreased consumer confidence in the economy and recessionary conditions;

• lower yields on individuals’ investment portfolios or volatility and declines in the stock market;

• lower rental prices in certain markets reducing demand to purchase homes; and

• more stringent mortgage financing conditions, including increased down payment requirements.

We operate in highly competitive markets and we may be unable to compete successfully against competitors.

We operate in a competitive and fragmented industry, and we expect competition to continue to increase. We believe that our ability to compete depends upon many factors both within and beyond our control, including the following:

• our ability to attract and retain agents;

• the timing and market acceptance of our products and services for agents and their clients, including new products and services offered by us or our competitors;

• the attractiveness of our adjacent services for agents as well as agents’ clients;

• our ability to attract top engineering talent to further develop and improve our technology to support our business model; and

• our brand strength relative to our competitors.

Our business model depends on our ability to continue to attract agents and their clients to our platform, and to enhance their engagement in a cost-effective manner. We face competition on a national level and in each of our markets from traditional real estate brokerage firms, some of which operate nationally and others that are limited to a specific region or regions. We also face competition from technology companies, including a growing number of Internet-based brokerages and others who operate with a variety of business models.

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New entrants, particularly smaller companies offering point solutions, continue to join our market categories. However, our existing and potential competitors include technology companies and real estate brokerages that operate, or could develop, national and/or local businesses offering similar services, including real estate brokerage, title insurance and escrow services, to home buyers or sellers. Several of these technology companies which may enter our market categories could have significant competitive advantages, including better name recognition, greater resources, lower cost of funds and additional access to capital, and more types of offerings than we currently do. These companies may also have higher risk tolerances or different risk assessments than we do. In addition, these competitors could devote greater financial, technical and other resources than we have available to develop, grow or improve their businesses.

Monetary policies of the federal government and its agencies may have a material impact on our business, results of operations and financial condition.

Our business is significantly affected by the monetary policies of the federal government and its agencies. We are particularly affected by the policies of the Federal Reserve Board. These policies regulate the supply of money and credit in the United States and impact the real estate market through their effect on interest rates.

Increases in mortgage rates adversely impact housing affordability and we have in the past been and could in the future be negatively impacted by a rising interest rate environment. For example, a rise in mortgage rates could result in decreased sale transaction volume if potential home sellers choose to stay with their lower mortgage rate rather than sell their home and pay a higher mortgage rate with the purchase of another home or, similarly, if potential home buyers choose to rent rather than pay higher mortgage rates. Changes in the Federal Reserve Board’s policies, the interest rate environment, and the mortgage market are beyond our control, are difficult to predict, and could have an adverse impact on our business, results of operations and financial condition.

Any decrease in our gross commission income or the percentage of commissions that we collect may harm our business, results of operations and financial condition.

Our business model depends upon our agents’ success in generating gross commission income, which we collect and from which we pay to them net commissions. Real estate commission rates vary somewhat by market, and although historical rates have been relatively consistent over time across markets, there can be no assurance that prevailing market practice will not change in a given market, or across the industry, in the future. Customary commission rates could change due to market forces locally or industry-wide, as well as due to regulatory or legal changes in such markets, including as a result of litigation or enforcement actions. In addition, a result of a nation-wide settlement by the National Association of Realtors, new Multiple Listing Service, or MLS, rules will require disclosure to consumers of buyers’ agents commission rates for each MLS listing, which could cause commission rates to decrease over time. If any such decrease in commission rates were to occur, our business, financial condition, and results of operations may be adversely impacted.

In addition, there can be no assurance that we will be able to maintain the percentage of commission income that we collect from our agents for their use of our platform. If industry conditions change such that other platforms offer similar technologies to ours at a lower price or for free, we may be forced to reduce the percentage of commissions that we collect from our agents, and our business, financial condition, and results of operations may be adversely impacted.

Our efforts to expand our business and offer additional adjacent services may not be successful.

As we have grown rapidly, we have expanded to offer additional technologies, products and services on our platform to agents. For example, in 2018 we began offering escrow services, and in 2020 we began offering title services and launched Compass Lens, our machine-learning home valuation product. We have invested significant resources in these and other new product and services offerings we expect to launch in the future.

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However, there can be no guarantee that we can continue to launch new products and services in a timely manner, or at all. Even if we do launch new products and services, if they are not utilized by our agents at the rate we expect, or at all, our business, financial condition, and results of operations may be adversely affected.

Our quarterly results and other operating metrics may fluctuate from quarter to quarter, which makes these metrics difficult to predict.

Our results of operations have fluctuated in the past and are likely to fluctuate significantly from quarter-to-quarter and year-to-year in the future for a variety of reasons, many of which are outside of our control and difficult to predict. As a result, you should not rely upon our historical results of operations as indicators of future performance. Numerous factors can influence our results of operations, including:

• our ability to attract and retain agents;

• our ability to develop new solutions and offer new services on our platform;

• changes in interest rates or mortgage underwriting standards;

• the actions of our competitors;

• costs and expenses related to the strategic acquisitions and partnerships;

• increases in and timing of operating expenses that we may incur to grow and expand our operations and to remain competitive;

• changes in the legislative or regulatory environment, including with respect to real estate commission rates and disclosures;

• system failures or outages, or actual or perceived breaches of security or privacy, and the costs associated with preventing, responding to, or remediating any such outages or breaches;

• adverse judgments, settlements, or other litigation-related costs and the fees associated with investigating and defending claims;

• the overall tax rate for our business and the impact of any changes in tax laws or judicial or regulatory interpretations of tax laws, which are recorded in the period such laws are enacted or interpretations are issued and may significantly affect the effective tax rate of that period;

• the application of new or changing financial accounting standards or practices; and

• changes in regional or national business or macroeconomic conditions, including as a result of the COVID-19 pandemic, which may impact the other factors described above.

In addition, our results of operations are tied to certain key business metrics and non-GAAP financial measures that have fluctuated in the past and are likely to fluctuate in the future. As a result of such variability, our historical performance, including from recent quarters or years, may not be a meaningful indicator of future performance and period-to-period comparisons also may not be meaningful.

The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business.

Our success depends upon the continued service of our senior management team, including, in particular, Robert Reffkin, our Founder and Chief Executive Officer. Our success also depends on our ability to manage effective transitions when management team members pursue other opportunities. In addition, our business depends on our ability to continue to attract, motivate and retain a large number of skilled employees across our company, including employees with public company experience. Furthermore, much of our key technology and processes are custom-made for our business by our personnel. The loss of key engineering, product development,

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

operations, marketing, sales and support, finance and legal personnel could also adversely affect our ability to build on the efforts they have undertaken and to execute our business plan, and we may not be able to find adequate replacements. In addition, we currently do not have “key person” insurance on any of our employees.

We face intense competition for qualified individuals from numerous software and other technology companies. To attract and retain key personnel, we incur significant costs, including salaries and benefits and equity incentives. Even so, these measures may not be enough to attract and retain the personnel we require to operate our business effectively.

Actions by our agents or employees could adversely affect our reputation and subject us to liability.

Our success depends on the performance of our agents and employees. Although our agents are independent contractors, if they were to provide lower quality services to their clients in a given market or overall, our image and reputation could be adversely affected. In addition, if our agents make fraudulent claims about properties they show, if their transactions lead to allegations of errors or omissions, or if they engage in self-dealing or do not disclose conflicts of interest to clients, we could also be subject to litigation and regulatory claims which, if adversely determined, could adversely affect our business, financial condition and results of operations. For example, if an agent were to recommend that their client use an escrow service in which the agent had an ownership interest but failed to disclose that interest to the client and to us, we could see our reputation tarnished and be held liable for the agent’s failure to disclose that interest under the Real Estate Settlement Proceeding Act. Similarly, we are subject to risks of loss or reputational harm in the event that any of our employees violate applicable laws, as such laws may harm our agents’ businesses or impact our agents’ clients.

If we pursue acquisitions that are not successfully completed or integrated into our existing operations, our business, financial condition or results of operations may be adversely affected.

We continue to evaluate a wide array of potential strategic opportunities, including acquisitions and “acqui-hires” of businesses in new geographies. We sometimes engage in small acquisitions of businesses or agents to provide us with greater access to a given market. At times, we may look to larger acquisitions to provide us with additional technology or adjacent services to further enhance our platform and accelerate our ability to offer new products. For example, in 2020, we acquired Modus Technologies, Inc., a title and escrow company, that provided us with a platform to offer title services to our agents. Such strategic transactions that we enter into could be material to our financial condition and results of operations, and there can be no guarantee that they will result in the intended benefits to our business, and we may not successfully evaluate or utilize the acquired agents, businesses, products, or technology, or accurately forecast the financial impact of a strategic transaction. In addition, integrating an acquired company, business or technology is risky and may result in unforeseen operating difficulties and expenditures, particularly in new markets.

Our failure to address risks or other problems encountered in connection with our past or future strategic transactions could cause us to fail to realize the anticipated benefits of such strategic transactions, incur unanticipated liabilities, and harm our business, financial condition and results of operations. Strategic transactions may require us to issue additional equity securities, spend a substantial portion of our available cash, or incur debt or liabilities, amortize expenses related to intangible assets, or incur write-offs of goodwill, which could adversely affect our business, financial condition and results of operations and dilute the economic and voting rights of our then-current stockholders.

A change in mortgage underwriting standards could reduce the ability of homebuyers to access the credit markets on reasonable terms, or at all.

During the past several years, many lenders have significantly tightened their underwriting standards and many alternative mortgage products have become less available in the marketplace. In addition, certain lenders added new criteria or approvals necessary to underwrite mortgages in response to the COVID-19 pandemic.

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Underwriting standards could be changed or tightened as a result of changes in regulations, including regulations enacted to increase guarantee fees of federally-insured mortgages. More stringent mortgage underwriting standards could adversely affect the ability and willingness of prospective buyers to finance home purchases or to sell their existing homes in order to purchase new homes, which would adversely affect our business, financial condition and results of operations.

We may not be able to maintain or establish relationships with multiple listing services and third-party listing services, which could limit the information we are able to provide to our agents and their clients.

Our ability to attract agents to our platform and to appeal to their clients depends upon providing a robust number of listings. To provide these listings, we maintain relationships with multiple listing services and other third-party listing providers and aggregators, as well as our agents themselves to include listing data in our services. Certain of our agreements with real estate listing providers are short-term agreements that may be terminated with limited notice. The loss of some of our existing relationships with listing providers, whether due to termination of agreements or otherwise, changes to our rights to use listing data, or an inability to continue to add new listing providers, may cause our listing data to omit information important to our agents or their clients. This could negatively impact agent and client confidence in the listing data we provide and reduce our ability to attract and retain agents, which could harm our business, financial condition, and results of operations.

Cybersecurity incidents could disrupt business operations and result in the loss of critical and confidential information or litigation or claims arising from such incidents, any of which may adversely impact our reputation and business, financial condition and results of operations.

We face growing risks and costs related to cybersecurity threats to our operations, our data and agent and client data, including but not limited to:

• the failure or significant disruption of our operations from various causes, including human error, computer malware, ransomware, insecure software and systems, zero-day vulnerabilities, threats to or disruption of third-party vendors who provide critical services, or other events related to our critical information technologies and systems;

• the increasing level and sophistication of cybersecurity attacks, including distributed denial of service attacks, data theft, fraud or malicious acts on the part of trusted insiders, social engineering (including phishing attempts), or other unlawful tactics aimed at compromising the systems and data of our agents and their clients (including through systems not directly controlled by us, such as those maintained by our agents and third-party service providers); and

• the reputational and financial risks associated with a loss of data or material data breach (including unauthorized access to our proprietary business information or personal information of our agents and their clients), the transmission of computer malware, or the diversion of sale transaction closing funds.

Global cybersecurity threats can range from uncoordinated individual attempts to gain unauthorized access to information technology systems via viruses, ransomware and other malicious software, to phishing, or to advanced and targeted attempts to breach systems launched by individuals, organizations or sponsored nation state actors. These attacks may be directed at our business, our employees, our agents, and their clients and third-party service providers. An attack, threat or breach of one system can impact one or more other systems.

In the ordinary course of our business, we and our third-party service providers, our employees, our agents, and their clients may collect, store and transmit sensitive data, including our proprietary business information and intellectual property and that of our agents and clients as well as personal information, sensitive financial information and other confidential information of our employees, agents and their clients. Our agents’ use of our platform to access and store data presents us with uncertainties and risks, as they may accidentally or deliberately cause private information to be transmitted through unsecure channels which may lead to breaches or other leaks of such information.

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Additionally, we increasingly rely on third-party data processing, storage providers, and critical infrastructure services, including cloud solution providers. The secure processing, maintenance and transmission of this information are critical to our operations and with respect to information collected and stored by our third-party service providers, we are reliant upon their security procedures, controls and adherence to our agreements. A breach or attack affecting one of our third-party service providers or partners could adversely impact our business even if we do not control the service that is attacked.

Moreover, the real estate industry is actively targeted by cybersecurity threat actors which attempt to conduct electronic fraudulent activity (such as phishing), security breaches and similar attacks directed at participants in real estate services transactions. In common with others in our industry, we manage and hold confidential personal information, including potentially sensitive personal information belonging to employees, agents or the clients or other individuals with whom they transact, in the operation of our online platform services. Accordingly, we have been and continue to be subject to a range of cyber-attacks, such as email-based phishing attacks on our agents. Historically, these attacks have not been material either individually or in the aggregate. We have enhanced our security measures in order to mitigate the risk of similar attacks in the future. However, there can be no assurance that our enhanced security measures, which are also partially dependent upon the security practices of our agents, will timely detect or prevent other cyber-attacks in the future. Cyber-attacks could give rise to the loss of significant amounts of agents’ data and other sensitive information. In addition, cyber-attacks could give rise to the disablement of our information technology systems used to service our agents. Such threats to our business may be wholly or partially beyond our control as our employees, agents and their clients and other third-party service providers may use e-mail, computers, smartphones and other devices and systems that are outside of our security control environment. In addition, real estate transactions involve the transmission of funds by the buyers and sellers of real estate and consumers or other service providers selected by the consumer that may be the subject of direct cyber-attacks that result in the fraudulent diversion of funds, notwithstanding efforts we have taken to educate consumers with respect to these risks.

In addition, the increasing prevalence and sophistication of cyber-attacks as well as the evolution of cyber-attacks and other efforts to breach or disrupt our systems or those of our employees, agents, their clients, and third-party service providers, has led and will likely continue to lead to increased costs to us with respect to identifying, protecting, detecting, responding, recovering, mitigating, insuring against and remediating these risks, as well as any related attempted or actual fraud.

Moreover, we are required to comply with growing regulations at the local, state and federal level in the United States, and in other countries where we have operations, that regulate cybersecurity, privacy and related matters, some of which impose steep fines and penalties for noncompliance. Any further expansion domestically or internationally will necessarily subject us to additional, and possibly more stringent, regulations and penalty structures.

While we, our employees, our agents, and their clients have experienced and expect to continue to experience these types of threats and incidents, none of them to date has been material to our business. Although we employ measures to identify, protect, detect, address and mitigate these threats (including access controls, data encryption, penetration testing, vulnerability assessments, and maintenance of backup and protective systems), and conduct diligence on the security measures employed by key third-party service providers, cybersecurity incidents, depending on their nature and scope, could potentially result in harm to confidentiality, integrity, and availability of critical systems, data and confidential or proprietary information (our own or that of third parties, including personal information and financial information) and the disruption of business operations.

The potential consequences of a material cybersecurity incident include regulatory violations of applicable U.S. and international privacy and other laws, reputational damage, loss of market value, litigation with third parties (which could result in our exposure to material civil or criminal liability), diminution in the value of the products and services we provide to our agents and their clients, and increased cybersecurity protection and remediation

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

costs (that may include liability for stolen assets or information), any of which in turn could have a material adverse effect on our competitiveness and business, financial condition and results of operations. We cannot be certain that our insurance coverage will be adequate for data security liabilities actually incurred, will cover any indemnification claims against us relating to any incident, will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect our reputation, business, financial condition and results of operations.

We could be subject to losses if banks do not honor our escrow and trust deposits.

We act as escrow agents for certain of our agents’ clients. As an escrow agent, we receive money from clients to hold until certain conditions are satisfied. Upon the satisfaction of those conditions (in most cases as confirmed by such clients, lenders, their respective agents or other third parties), we release the money to the appropriate party. We deposit this money with various depository banks and while these deposits are not assets of our business (and therefore excluded from our consolidated balance sheet), we remain contingently liable for the disposition of these deposits. These escrow and trust deposits totaled $24.7 million as of December 31, 2019. A significant amount of these deposits held by depository banks may be in excess of the federal deposit insurance limit. If any of our depository banks were to become unable to honor any portion of our deposits, clients could seek to hold us responsible for such amounts and, if the clients prevailed in their claims, we could be subject to significant losses.

A significant adoption by consumers of alternatives to full-service agents could have an adverse effect on our business, financial condition and results of operations.

A significant change in consumer sales that eliminates or minimizes the role of the agent in the real estate transaction process could have an adverse effect on our business, financial condition and results of operations. These options may include direct-buyer companies (also called iBuyers) that purchase directly from the seller at below-market rates in exchange for speed and convenience and then resell them shortly thereafter at market prices, and discounters who reduce the role of the agent in order to offer sellers a low commission or a flat fee while giving rebates to buyers. Consumer preferences regarding buying or selling houses and financing their home purchase will determine if these models reduce or replace the long-standing preference for full-service agents.

We plan to expand into international markets, which will expose us to significant risks.

A component of our future growth strategy involves the further expansion of our operations and establishment of an agent base internationally. We are continuing to adapt and develop strategies to address international markets, but there is no guarantee that such efforts will have the desired effect. For example, we may need to establish relationships with new partners or acquire businesses in order to expand into certain countries, and if we fail to identify, establish, and maintain such relationships or successfully identify and acquire businesses, we may be unable to execute on our expansion plans. Although we maintain engineering and related operations in India, none of our agents are located outside of the United States and we currently do not engage in any non-U.S. real property transactions. We expect that our international activities will grow in the future as we pursue opportunities in international markets, which may require significant dedication of management attention and will require significant upfront investment.

Our current and future international business and operations involve a variety of risks, including the need to adapt and localize our platform for specific countries; unexpected changes in trade relations, regulations, or laws; new, evolving, and more stringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal information, particularly in Europe and Canada; difficulties in managing a

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems, and regulatory systems; increased travel, real estate, infrastructure, and legal compliance costs associated with international operations; and regulations, adverse tax burdens, and foreign exchange controls that could make it difficult to repatriate earnings and cash.

If we invest substantial time and resources to establish international operations and are unable to do so successfully or in a timely manner, our business, financial condition, and results of operations may be adversely impacted.

Our management team will be required to evaluate the effectiveness of our internal control over financial reporting. If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy of our financial reports.

As a public company, we will be required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of our internal control over financial reporting. Our independent registered public accounting firm will be required to deliver an attestation report on the effectiveness of our disclosure controls and internal control over financial reporting. An adverse report may be issued in the event our independent registered public accounting firm is not satisfied with the level at which our controls are documented, designed or operating.

When evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify any material weaknesses in our internal control over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is ineffective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, we could fail to meet our reporting obligations or be required to restate our financial statements for prior periods.

In addition, our internal control over financial reporting will not prevent or detect all errors and fraud. Because of the inherent limitations in all control systems, no evaluation can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

If there are material weaknesses or failures in our ability to meet any of the requirements related to the maintenance and reporting of our internal control, investors may lose confidence in the accuracy and completeness of our financial reports and that could cause the price of our Class A Common Stock to decline. In addition, we could become subject to investigations by the applicable stock exchange, the SEC or other regulatory authorities, which could require additional management attention and which could adversely affect our business.

We have identified material weaknesses in our internal controls over financial reporting and if our remediation of such material weaknesses is not effective, or if we fail to develop and maintain an effective system of disclosure controls and internal controls over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.

Recently, in connection with the preparation of our consolidated financial statements as of December 31, 2018 and 2019 and for the years then ended, we identified material weaknesses in our internal controls over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. We did not design or maintain an effective control environment as we lacked sufficient oversight of activities related to our internal control over financial reporting due to a lack of an appropriate level of experience and training commensurate with public

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

company requirements. This material weakness resulted in our identification of the following additional material weaknesses:

• We did not maintain formal accounting policies and procedures, and did not design, document and maintain controls related to substantially all of our business processes to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over account reconciliations, segregation of duties and the preparation and review of journal entries; and

• We did not design and maintain effective controls over information technology, or IT, general controls or information systems and applications that are relevant to the preparation of the consolidated financial statements. Specifically, we did not design and maintain (i) program change management controls to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately that are relevant to the preparation of our financial statements, (ii) user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate personnel, (iii) computer operations controls to ensure that critical batch jobs are monitored and data backups are authorized and monitored, and (iv) testing and approval of controls for program development to ensure that new software development is aligned with business and IT requirements.

These IT deficiencies, when aggregated, could impact effective segregation of duties as well as the effectiveness of IT-dependent controls that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected. Accordingly, our management has determined these deficiencies in the aggregate constitute a material weakness.

None of the control deficiencies described above resulted in a material misstatement to the Company’s annual consolidated financial statements. However, each of the material weaknesses described above could result in a misstatement of one or more account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected, and, accordingly, we determined that these control deficiencies constitute material weaknesses.

To address our material weaknesses, we have added personnel and engaged an external advisor to assist with evaluating and documenting the design and operating effectiveness of our internal controls over financial reporting and assisting with the remediation of deficiencies, including implementing new controls and processes. We intend to continue to take steps to remediate the material weaknesses described above through hiring additional personnel with public company experience, and further evolving our accounting and business processes related to internal controls over financial reporting. We will not be able to fully remediate these material weaknesses until these steps have been completed and have been operating effectively for a sufficient period of time.

Furthermore, we cannot assure you that the measures we have taken to date, and actions we may take in the future, will be sufficient to remediate the control deficiencies that led to our material weaknesses in our internal controls over financial reporting or that they will prevent or avoid potential future material weaknesses. Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal controls over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our annual or interim financial statements.

Neither our management nor our independent registered public accounting firm has performed an evaluation of our internal controls over financial reporting in accordance with the SEC rules because no such evaluation has been required. Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal controls over financial reporting until the filing of our second Annual Report on

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Form 10-K following this offering. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal controls over financial reporting is documented, designed, or operating. Any failure to implement and maintain effective internal controls over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal controls over financial reporting that we will eventually be required to include in our periodic reports that are filed with the SEC. Ineffective disclosure controls and procedures and internal controls over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Class A common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the                .

Covenants in our current and future debt agreements may restrict our borrowing capacity or operating activities and adversely affect our financial condition.

Our Revolving Credit and Security Agreement with Barclays Bank PLC, or Concierge Facility, contains, and any future agreement relating to additional indebtedness which we may enter into may contain, various performance covenants. The Concierge Facility, which is secured by, and can be used to borrow against, eligible receivables and cash related to a part of our Compass Concierge program, contains affirmative covenants, such as financial statement reporting requirements, as well as customary covenants that restrict the ability of certain components of our Compass Concierge program to, among other things, incur additional indebtedness, sell certain receivables, declare dividends or make certain distributions, and undergo a merger or consolidation or certain other transactions. In certain cases, we may be required to repay all of the relevant debt immediately; the occurrence of such an event may have an adverse impact on our financial condition and results of operations.

Our ability to use our net operating losses, or NOLs, and other tax attributes may be limited.

As of December 31, 2019, we had approximately $716.3 million of federal and $834.3 million of state NOLs available to offset future taxable income. Certain of our federal NOLs and our state NOLs will begin to expire in 2032. The realization of these net operating losses depends on our future taxable income and there is a risk that these carryforwards could expire unused, which could materially affect our operating results. In addition, under Sections 382 and 383 of the U.S. Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change,” generally defined as a greater than 50% change by value in its equity ownership over a three-year period is subject to limitations on its ability to utilize its pre-change NOLs and other tax attributes such as research tax credits to offset future taxable income. We have not performed an analysis to determine whether our past issuances of stock and other changes in our stock ownership may have resulted in one or more ownership changes. If it is determined that we have in the past experienced an ownership change, or if we undergo one or more ownership changes as a result of this offering or future transactions in our stock, then our ability to utilize NOLs and other pre-change tax attributes could be limited by Sections 382 and 383 of the Code. Future changes in our stock ownership, many of which are outside of our control, could result in an ownership change under Sections 382 or 383 of the Code. Furthermore, our ability to utilize NOLs of companies that we may acquire in the future may be subject to limitations. For these reasons, we may not be able to utilize a material portion of the NOLs, even if we were to achieve profitability.

We rely on assumptions, estimates, and business data to calculate our key performance indicators and other business metrics, and real or perceived inaccuracies in these metrics may harm our reputation and negatively affect our business.

Certain of our performance metrics are calculated using third party applications or internal company data that have not been independently verified. While these numbers are based on what we believe to be reasonable calculations for the applicable period of measurement, there are inherent challenges in measuring such information. In addition, our measure of certain metrics may differ from estimates published by third parties or from similarly-titled metrics of our competitors due to differences in methodology and as a result our results may not be comparable to our competitors.

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

Market opportunity estimates and growth forecasts included in this prospectus are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that our market opportunity estimates will reflect actual revenue that we will generate from our platform in the future. Any expansion in our markets depends on a number of factors, including the cost, performance, and perceived value associated with our platform and the products and services of our competitors. Even if the markets in which we compete achieve the forecasted growth, our business could fail to grow at similar rates, if at all.

Changes in accounting standards, subjective assumptions and estimates used by management related to complex accounting matters could have an adverse effect on our business, financial condition and results of operations.

Generally accepted accounting principles in the United States of America, or U.S. GAAP, and related accounting pronouncements, implementation guidance and interpretations with regard to a wide range of matters, such as revenue recognition, lease accounting, stock-based compensation, asset impairments, valuation reserves, income taxes and the fair value and associated useful lives of acquired long-lived assets, intangible assets and goodwill, are highly complex and involve many subjective assumptions, estimates and judgments made by management. Changes in these rules or their interpretations or changes in underlying assumptions, estimates or judgments made by management could significantly change our reported results and adversely impact our business, financial condition and results of operations.

Our platform is highly complex and our software may contain undetected errors.

Our platform is highly complex and the software and code underlying our platform is interconnected and may contain undetected errors, bugs, or vulnerabilities, some of which may only be discovered after the code or software has been released. We release or update software code regularly and this practice may result in the more frequent introduction of errors, bugs, or vulnerabilities into the software underlying our platform, which can impact the agent and their client experience on our platform. Additionally, due to the interoperative nature of the software and the systems underlying our platform, modifications to certain parts of our code, including changes to our mobile app, website, systems or third party application programming interfaces on which our platform rely, could have an unintended impact on other sections of our software or system, which may result in errors, bugs, or vulnerabilities to our platform. Any errors, bugs, or vulnerabilities discovered in our code after release could result in damage to our reputation, loss of our agents or their clients, loss of revenue or liability for damages, any of which could adversely affect our growth prospects and our business, financial condition and results of operations.

Furthermore, our development and testing processes may not detect errors, bugs, or vulnerabilities in our technology offerings prior to their implementation as they may not be identified or detected at the time of implementation. Any inefficiencies, errors, bugs, system misconfiguration, technical problems or vulnerabilities arising in our technology offerings after their release could reduce the quality of our products, system performance, or interfere with our agents’ access to and use of our technology and offerings.

Our management team has limited experience in operating a public company.

Our management team has limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous

30

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition, and results of operations.

Our company culture has contributed to our success, and if we cannot maintain this culture as we grow, our business could be harmed.

We believe that our company culture, which promotes innovation and entrepreneurship, has been critical to our success. We are guided by our principles including dreaming big, moving fast, learning from reality and being solutions-driven. However, as we grow, we may face challenges that may affect our ability to sustain our culture, including:

• failure to identify, attract, reward and retain people in leadership positions in our organization who share and further our culture, values and mission;

• the increasing size and geographic diversity of our workforce;

• shelter-in-place orders in certain jurisdictions where we operate that have required many of our employees to work remotely;

• the inability to achieve adherence to our internal policies and core values;

• the continued challenges of a rapidly-evolving industry;

• the increasing need to develop expertise in new areas of business that affect us;

• negative perception of our treatment of employees or our response to employee sentiment related to political or social causes or actions of management; and

• the integration of new personnel and businesses from acquisitions.

In addition, we have at times undertaken workforce reductions to better align our operations with our strategic priorities, to manage our cost structure or in connection with acquisitions. For example, in response to the early effects of the COVID-19 pandemic on the industry, including our business, we took certain cost-cutting measures, including remote work, reductions-in-force and certain salary reductions. Although the salary reductions have been reversed and we have made our employees whole through additional equity awards, there can be no assurance that these actions will not adversely affect employee morale, our culture and our ability to attract and retain employees. If we are not able to maintain our culture, our business, financial condition and results of operations could be adversely affected.

Our ability to recruit agents depends on the strength of our reputation, and adverse media coverage could harm our business.

We believe that we have developed a strong reputation for helping agents succeed on the basis of our rapid growth in recent years, the technological sophistication of our platform, and our ability to offer a wide range of high-quality services. General awareness and the perceived quality and differentiation of our platform are important aspects of our efforts to attract and retain agents. In addition, our actions and growth are frequently reported on in national and regional trade publications and other media, and media coverage of our business can be critical, and may not be fair or accurate. Our reputation may be harmed due to adverse media coverage related to our actions, the actions of our agents, or other unforeseeable events, which may cause our ability to attract and retain agents may suffer. If we are unable to maintain or enhance agent awareness of our business, or if our reputation is damaged in a given market or nationally, our business, financial condition and results of operations could be harmed.

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Some of our potential losses may not be covered by insurance. We may not be able to obtain or maintain adequate insurance coverage.

We maintain insurance to cover costs and losses from certain risk exposures in the ordinary course of our operations, but our insurance does not cover all of the costs and losses from all events. We are responsible for certain retentions and deductibles that vary by policy, and we may suffer losses that exceed our insurance coverage limits by a material amount. We may also incur costs or suffer losses arising from events against which we have no insurance coverage. In addition, large-scale market trends or the occurrence of adverse events in our business may raise our cost of procuring insurance or limit the amount or type of insurance we are able to secure. We may not be able to maintain our current coverage, or obtain new coverage in the future; on commercially reasonable terms or at all. Incurring uninsured or underinsured costs or losses could harm our business.

We process, store and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and violation of these privacy obligations could result in a claim for damages, regulatory action, loss of business, or unfavorable publicity.

We receive, store and process personal information and other employee, agent and agents’ client information. There are numerous federal and state laws, as well as regulations and industry guidelines, regarding privacy and the storing, use, processing, and disclosure and protection of personal information, which are continually evolving, subject to differing interpretations, and may be inconsistent between state and federal governments and across countries or conflict with other rules. Additionally, laws, regulations, and standards covering marketing and advertising activities conducted by telephone, email, mobile devices, and the internet, may be applicable to our business, such as the Telephone Consumer Protection Act, or the TCPA (as implemented by the Telemarketing Sales Rule), the CAN-SPAM Act, and similar state consumer protection laws. We seek to comply with industry standards and are subject to the terms of our own privacy policies and privacy-related obligations to third parties. We strive to comply with all applicable laws, policies, legal obligations and industry codes of conduct relating to privacy and data security protection to the extent possible. However, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or regulations, making enforcement, and thus compliance requirements, ambiguous, uncertain, and potentially inconsistent. Any failure or perceived failure by us to comply with our privacy policies, privacy-related obligations to agents, clients or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized access to or unintended release of personally identifiable information or other agent or client data, may result in governmental enforcement actions, litigation, or public statements against us by consumer advocacy groups or others. Any of these events could cause us to incur significant costs in investigating and defending such claims and, if found liable, pay significant damages. Further, these proceedings and any subsequent adverse outcomes may cause our agents and clients to lose trust in us, which could have a materially adverse effect on our reputation and business.

Any significant change to applicable laws, regulations or industry practices regarding the use or disclosure of personal information, or regarding the manner in which the express or implied consent of agents and clients for the use and disclosure of personal information is obtained, could require us to modify our products and features, possibly in a material manner and subject to increased compliance costs, which may limit our ability to develop new products and features that make use of the personal information that our agents’ clients voluntarily share. For example, California recently enacted legislation, the California Consumer Privacy Act, or CCPA, that became operative on January 1, 2020 and became enforceable by the California Attorney General on July 1, 2020, along with related regulations which came into force on August 14, 2020. The CCPA gives California residents expanded rights related to their personal information, including the right to access and delete their personal information, and receive detailed information about how their personal information is used and shared and increases the privacy and security obligations of businesses handling personal data. The CCPA is enforceable by the California Attorney General and there is also a private right of action relating to certain data security incidents. The CCPA provides for civil penalties for violations, which could result in statutory penalties of up to $2,500 per violation, or up to $7,500 per violation if the violation is intentional. We cannot yet fully predict the

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impact of the CCPA or subsequent guidance on our business or operations, but it may require us to further modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply. Decreased availability and increased costs of information could adversely affect our ability to meet our agents’ requirements and could have an adverse effect on our business, results of operations, and financial condition.

Additionally, a recent California ballot initiative, the California Privacy Rights Act, or CPRA, imposes additional data protection obligations on companies doing business in California, including additional consumer rights processes and opt-outs for certain uses of sensitive data and sharing of personal data starting in January 2023. As voted into law by California residents in November 2020, the CPRA could have an adverse effect on our business, results of operations, and financial condition. The effects of the CCPA and CPRA are potentially significant and may require us to modify our data collection or processing practices and policies and to incur substantial costs and expenses in an effort to comply and increase our potential exposure to regulatory enforcement and/or litigation. Any of the foregoing could materially adversely affect our business, results of operations and financial condition.

Our agents operate as independent contractors and are responsible for their own data privacy compliance. However, we provide training and our platform provides tools and security controls to assist our agents with their data privacy compliance to the extent they store relevant data on our platform. However, if an agent on our platform were to be subject to a claim for breach of data privacy laws, we could be found liable for their claims due to our relationship, which can require us to take more costly data security and compliance measures or to develop more complex systems.

Our fraud detection processes and information security systems may not successfully detect all fraudulent activity by third parties aimed at our employees or agents, which could adversely affect our reputation and business results.

Third-party cybersecurity threat actors have attempted in the past, and may attempt in the future, to conduct fraudulent activity by engaging with our agents or their clients, including in our title insurance and escrow business. We make a large number of wire transfers in connection with loan and real estate closings and process sensitive personal data in connection with these transactions. Although we have sophisticated fraud detection processes and have taken other measures to continuously improve controls to identify fraudulent activity on our mobile app, website and internal systems, we may not be able to detect and prevent all such activity. Persistent or pervasive fraudulent activity may cause agents or their clients to lose trust in us and decrease or terminate their usage of our platform, which could materially harm our operations, business, results, and financial condition.

We utilize a number of third-party service providers to deliver web and mobile content and any disruption or delays in service from these third-party providers could adversely impact the delivery of our platform.

We primarily rely on Amazon Web Services in the U.S. to host our cloud computing and storage needs. We do not own, control, or operate our cloud computing physical infrastructure or their data center providers. Our systems and operations are vulnerable to damage or interruption from fire, flood, power loss, telecommunications failure, terrorist attacks, acts of war, electronic and physical break-ins, system vulnerabilities, earthquakes and similar events at the sites of such providers. The occurrence of any of the foregoing events could result in damage to systems and hardware or could cause them to fail completely, and our insurance may not cover such events or may be insufficient to compensate us for losses that may occur.

A failure of these systems at one or multiple sites could result in reduced capabilities or a total failure of our systems, which could cause our mobile app or website to be inaccessible, impairing our agents ability to use our platform. Problems faced by our third-party cloud service providers with their telecommunications network providers with which they contract or with the systems by which they allocate capacity among their customers, including us, could adversely affect the experience of our agents. Our third-party cloud service providers could

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decide to close their facilities without adequate notice resulting in loss of service and negative effects in our systems. Any financial difficulties, such as bankruptcy reorganization, faced by our third-party web-hosting providers or any of the service providers with whom they contract may have negative effects on our business, the nature and extent of which are difficult to predict. If our third-party web-hosting providers are unable to keep up with our growing needs for capacity, our agents, their clients and our business could be harmed. In addition, if distribution channels for our mobile app experience disruptions, such disruptions could adversely affect the ability of agents and potential clients to access or update our mobile app, which could harm our business.

We do not carry business interruption insurance sufficient to compensate us for the potentially significant losses, including the potential harm to the future growth of our business, which may result from interruptions in our service as a result of system failures. Any errors, defects, disruptions or other performance problems with our services could harm our business, results of operations, and financial condition.

Third parties with whom we do business may be unable to honor their obligations to us or their actions may put us at risk.

We rely on third parties for various aspects of our business, including technology collaborations, advertising partners and development services agreements. Although we require these parties to sign our data security addendum, their actions may put our business, reputation and brand at risk. In many cases, third parties may be given access to sensitive and proprietary information or personal data in order to provide services and support to our teams or agents, and they may misappropriate and engage in unauthorized use of our information, technology or agents’ or clients’ data. In addition, the failure of these third parties to provide adequate services and technologies, or the failure of the third parties to adequately maintain or update their services and technologies, could result in a disruption to our business operations. Further, disruptions in the mobile application industry, financial markets, economic downturns, poor business decisions, or reputational harm may adversely affect our partners and may increase their propensity to engage in fraud or otherwise illegal activity which could harm our business reputation, and they may not be able to continue honoring their obligations to us, or we may cease our arrangements with them. Alternative arrangements and services may not be available to us on commercially reasonable terms or at all and we may experience business interruptions upon a transition to an alternative partner or vendor. If we lose one or more business relationships, or experience a degradation of services, our business could be harmed and our financial results could be adversely affected.

Investors’ expectations of our performance relating to environmental, social and governance factors may impose additional costs and expose us to new risks.

There is an increasing focus from certain investors, employees and other stakeholders concerning corporate responsibility, specifically related to environmental, social and governance factors. Some investors may use these factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies relating to corporate responsibility are inadequate. Third-party providers of corporate responsibility ratings and reports on companies have increased to meet growing investor demand for measurement of corporate responsibility performance. The criteria by which companies’ corporate responsibility practices are assessed may change, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy such new criteria. If we elect not to or are unable to satisfy such new criteria, investors may conclude that our policies with respect to corporate responsibility are inadequate. We may face reputational damage in the event that our corporate responsibility procedures or standards do not meet the standards set by various constituencies.

Furthermore, if our competitors’ corporate responsibility performance is perceived to be greater than ours, potential or current investors may elect to invest with our competitors instead. In addition, in the event that we communicate certain initiatives and goals regarding environmental, social and governance matters, we could fail, or be perceived to fail, in our achievement of such initiatives or goals, or we could be criticized for the scope of such initiatives or goals. If we fail to satisfy the expectations of investors, employees and other stakeholders or our initiatives are not executed as planned, our reputation and financial results could be materially and adversely affected.

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Catastrophic events may disrupt our business.

Natural disasters or other catastrophic events may cause damage or disruption to our operations, real estate commerce, and the global economy, and thus could harm our business. For example, the COVID-19 pandemic and the reactions of governments, markets, and the general public to the COVID-19 pandemic, has resulted in and may continue to have a number of consequences for our business and results of operations, the ultimate magnitude of which is difficult to predict. Additionally, properties located in the markets in which we operate, including New York, Northern California, Southern California and South Florida, are more susceptible to certain natural hazards (such as fires, hurricanes, earthquakes, floods, or hail) than properties in other parts of the country.

In the event of a major fire, hurricane, earthquake, windstorm, tornado, flood or catastrophic event such as pandemic, flood, power loss, telecommunications failure, cyber-attack, war, or terrorist attack, we may be unable to continue our operations and may endure reputational harm, delays in developing our platform and solutions, breaches of data security and loss of critical data, all of which could harm our business, results of operations and financial condition. Closures of local recording offices or other governmental offices in charge of real property records, including tax or lien-related records, would adversely affect our ability to conduct operations in the affected geographies. Any of these delays will likely result in extended hold times, increased costs, and value impairment. Also, the insurance we maintain would likely not be adequate to cover our losses resulting from disasters or other business interruptions.

As we grow our business, the need for business continuity planning and disaster recovery plans will increase in significance. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster, and successfully execute on those plans in the event of a disaster or emergency, our business and reputation would be harmed.

Risks Related to Our Legal and Regulatory Environment

We are periodically subject to claims, lawsuits, government investigations and other proceedings that may adversely affect our business, financial condition and results of operations.

We may be subject to claims, lawsuits, arbitration proceedings, government investigations and other legal and regulatory proceedings in the ordinary course of business, including those involving labor and employment, anti-discrimination, commercial disputes, competition, professional liability and consumer complaints, intellectual property disputes, compliance with regulatory requirements, securities laws and other matters, and we may become subject to additional types of claims, lawsuits, government investigations and legal or regulatory proceedings as our business grows and as we deploy new offerings, including proceedings related to our acquisitions, securities issuances or business practices.

The results of any such claims, lawsuits, arbitration proceedings, government investigations or other legal or regulatory proceedings cannot be predicted with certainty. Any claims against us or investigations involving us, whether meritorious or not, could be time-consuming, result in significant defense and compliance costs, be harmful to our reputation, require significant management attention and divert significant resources. Determining reserves for our pending litigation is a complex and fact-intensive process that requires significant subjective judgment and speculation. It is possible that a resolution of one or more such proceedings could result in substantial damages, settlement costs, fines and penalties that could adversely affect our business, financial condition and results of operations. These proceedings could also result in harm to our reputation and brand, sanctions, consent decrees, injunctions or other orders requiring a change in our business practices. Any of these consequences could adversely affect our business, financial condition and results of operations. Furthermore, under certain circumstances, we have contractual and other legal obligations to indemnify and to incur legal expenses on behalf of our business and commercial partners and current and former directors, officers and employees.

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As an example of a current litigation matter, we are party to a lawsuit involving plaintiff Avi Dorfman, who seeks compensation for certain services and other contributions allegedly provided in our formation; if Mr. Dorfman prevails, we may be forced to issue equity securities to him, which could cause dilution to our current investors and to purchasers in this offering. See the section titled “Business—Legal Proceedings” for additional information.

In addition, since 2016 we have included mandatory arbitration provisions in our agreements with each of our agents, and since 2018 we have added mandatory arbitration provisions in our agreements with our employees. These provisions are intended to streamline the litigation process for all parties involved, as arbitration can in some cases be faster and less costly than litigating disputes in state or federal court. However, arbitration may become more costly for us or the volume of arbitration may increase and become burdensome, and the use of arbitration provisions may subject us to certain risks to our reputation and brand, as these provisions have been the subject of increasing public scrutiny. In order to minimize these risks to our reputation and brand, we may limit our use of arbitration provisions or be required to do so in a legal or regulatory proceeding, either of which could increase our litigation costs and exposure.

Further, with the potential for conflicting rules regarding the scope and enforceability of arbitration on a state-by-state basis, as well as between state and federal law, there is a risk that some or all of our arbitration provisions could be subject to challenge or may need to be revised to exempt certain categories of protection. If our arbitration agreements were found to be unenforceable, in whole or in part, or specific claims are required to be exempted from arbitration, we could experience an increase in our costs to litigate disputes and the time involved in resolving such disputes, and we could face increased exposure to potentially costly lawsuits, each of which could adversely affect our business, financial condition and results of operations.

Our agents are independent contractors, and if federal or state law mandates that they be classified as employees, our business, financial condition, and results of operations would be adversely impacted.

We recruit agents as independent contractors and are subject to federal regulations and applicable state laws and guidelines regarding independent contractor classifications. These regulations, laws and guidelines are subject to judicial and agency interpretation. Moreover, such regulations, laws, guidelines and interpretations continue to evolve. California changed its classification laws effective January 1, 2020 (with a specific carveout for real estate agents) and the United States Congress and certain states have introduced proposed changes to existing classification law; additionally, the Biden administration may make additional changes to applicable laws. If our business is found to have misclassified employees as independent contractors, we could face penalties and have additional exposure under laws regarding employee classification, federal and state tax, workers’ compensation, unemployment benefits, compensation, overtime, minimum wage, and meal and rest periods. Further, if legal standards for classification of our agents as independent contractors change or appear to be changing, it may be necessary to modify the compensation structure for our agents, including by paying additional compensation or reimbursing expenses. We face claims from time to time alleging misclassification of status and it could be determined that the independent contractor classification is inapplicable to any of our agents. We could also incur substantial costs, penalties and damages due to any such future challenges by current or former professionals to our classification or compensation practices, including with respect to their status as exempt or non-exempt employees. Any of these outcomes could result in substantial costs to us, could significantly impair our financial condition and our ability to conduct our business as currently contemplated, and could damage our reputation and impair our ability to attract agents.

We are subject to a variety of federal and state laws, many of which are unsettled and still developing, and certain of our businesses are highly regulated. Any failure to comply with such regulations or any changes in such regulations could adversely affect our business.

Our real estate brokerage business, our title and escrow business and the businesses of our agents must comply with RESPA and a variety of similar state regulations. RESPA and comparable state statutes prohibit providing

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or receiving payments, or other things of value, for the referral of business to escrow service providers in connection with the closing of real estate transactions involving federally-backed mortgages. Such laws may to some extent impose limitations on arrangements involving our real estate brokerage, escrow services, and title agency. RESPA and related regulations do, however, contain a number of provisions that allow for payments or fee splits between providers if certain requirements are met, including fee splits between title underwriters and agents, brokers and agents, and market-based fees for the provision of goods or services and marketing arrangements. In addition, RESPA allows for referrals to affiliated entities, when specific requirements have been met. We rely on these provisions in conducting our business activities and believe our arrangements comply with RESPA. However, RESPA compliance may become a greater challenge under certain administrations for most industry participants offering escrow services, including brokerages, because of expansive interpretations of RESPA or similar state statutes by certain courts and regulators. Permissible activities under state statutes similar to RESPA may be interpreted more narrowly and enforcement proceedings of those statutes by state regulatory authorities may also be aggressively pursued. RESPA also has been invoked by plaintiffs in private litigation for various purposes and some state authorities have also asserted enforcement rights. In addition, title and escrow services are highly regulated. Our title agency services business also is subject to regulation by insurance and other regulatory authorities in each state in which we provide title insurance. State regulations may impede or impose burdensome conditions on our ability to take actions that we may want to take to enhance our results of operations.

We are also, to a lesser extent, subject to various other rules and regulations such as “controlled business” statutes, which impose limitations on affiliations between providers of title and escrow services on the one hand, and real estate brokers, mortgage lenders and other real estate service providers on the other hand, or similar laws or regulations that would limit or restrict transactions among affiliates in a manner that would limit or restrict collaboration among our businesses.

For certain licenses, we are required to designate individual licensed brokers of record, qualified individuals and control persons. Certain licensed entities also are subject to routine examination and monitoring by state licensing authorities. We cannot assure you that we, or our licensed personnel, are and will remain at all times, in full compliance with state and federal real estate, title insurance and escrow, and consumer protection laws and regulations, and we may be subject to litigation, government investigations and enforcement actions, fines or other penalties in the event of any non-compliance. As a result of findings from examinations, we also may be required to take a number of corrective actions, including modifying business practices and making refunds of fees or money earned. In addition, adverse findings in one state may be relied on by another state to conduct investigations and impose remedies. If we apply for new licenses, we will become subject to additional licensing requirements, which we may not be in compliance with at all times. If in the future a state agency were to determine that we are required to obtain additional licenses in that state in order to operate our business, or if we lose or do not renew an existing license or are otherwise found to be in violation of a law or regulation, we may be subject to fines or legal penalties, lawsuits, enforcement actions, void contracts or our business operations in that state may be suspended or prohibited. Our business reputation with consumers and third parties also could be damaged. Compliance with, and monitoring of, these laws and regulations is complicated and costly and may inhibit our ability to innovate or grow.

Our failure to comply with any of the foregoing laws and regulations may subject us to fines, penalties, injunctions and/or potential criminal violations. Any changes to these laws or regulations or any new laws or regulations may make it more difficult for us to operate our business and may have a material adverse effect on our operations.

We are subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business, financial condition, and results of operations.

We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, U.S. domestic bribery laws, and other anti-corruption and anti-money laundering laws in the countries in which we conduct

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business. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, and their third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector. If we engage in international sales and business with partners and third-party intermediaries to market our products, we may be required to obtain additional permits, licenses, and other regulatory approvals. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. If we engage in international sales and business with the public sector, we can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, agents, representatives, contractors, and partners, even if we do not explicitly authorize such activities.

While we have policies and procedures to address compliance with such laws, there is a risk that our employees and agents will take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. If we further expand internationally, our risks under these laws may increase. Any such noncompliance with anti-corruption, anti-bribery, or anti-money laundering laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal penalties or injunctions, and adversely affect our business, financial condition, and results of operations.

We may be subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls.

If we expand our brokerage business to international markets, our platform may become subject to U.S. export controls, including the U.S. Export Administration Regulations. Obtaining the necessary export license or other authorization for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities. Furthermore, our activities are subject to U.S. economic sanctions laws and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control that prohibit the sale or supply of most products and services to embargoed jurisdictions or sanctioned parties. Violations of U.S. sanctions or export control regulations can result in significant fines or penalties and possible incarceration for responsible agents, employees and managers.

Also, various countries, in addition to the United States, regulate the import and export of certain encryption and other technology, including import and export licensing requirements, and have enacted laws that could limit our ability to operate our platform in those countries. Changes in our platform or future changes in export and import regulations may impede the introduction of our platform in international markets, prevent our agents with international clients from using our platform globally or, in some cases, prevent the export or import of our platform to certain countries, governments, or persons altogether, and may adversely affect our business, financial condition, and results of operations.

Internet law is evolving, and unfavorable changes to, or failure by us to comply with, these laws and regulations could adversely affect our business, financial condition and results of operations.

We are subject to regulations and laws specifically governing the Internet. The scope and interpretation of the laws that are or may be applicable to our business are often uncertain, subject to change and may be conflicting. If we incur costs or liability as a result of unfavorable changes to these regulations or laws or our failure to comply therewith, the business, financial condition and results of operations of our business could be adversely affected. Any costs incurred to prevent or mitigate this potential liability could also harm our business, financial condition and results of operations.

Adverse decisions in litigation against companies unrelated to us could impact our business practices and those of our agents in a manner that adversely impacts our financial condition and results of operations.

Litigation, claims and regulatory proceedings against other participants in the residential real estate or technology industry may impact us when the rulings in those cases cover practices common to the broader industry.

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Examples may include claims associated with RESPA compliance, broker fiduciary duties, and sales agent classification. Similarly, we may be impacted by litigation and other claims against companies in other industries. To the extent plaintiffs are successful in these types of litigation matters, and we or our agents cannot distinguish our or their practices (or our industry’s practices), we and our agents could face significant liability and could be required to modify certain business practices or relationships, either of which could materially and adversely impact our business, financial condition and results of operations.

Risks Related to Our Intellectual Property

Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, services and brand.

Our trade secrets, trademarks, copyrights and other intellectual property rights are important assets, and litigation to defend intellectual property can be expensive and lengthy. Various factors outside of our control also pose a threat to our intellectual property rights, as well as to our products, services and technologies. For example, we may fail to obtain effective intellectual property protection, or effective intellectual property protection may not be available in every country in which our products and services are available. Also, the efforts we have taken to protect our intellectual property rights may not be sufficient or effective, and any of our intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. Despite our efforts to protect our proprietary rights, there can be no assurance our intellectual property rights will be sufficient to protect against others offering products or services that are substantially similar to ours and compete with our business or that unauthorized parties may attempt to copy aspects of our technology and use information that we consider proprietary.

In addition to registered intellectual property rights such as trademark registrations, we rely on non-registered proprietary information and technology, such as trade secrets, confidential information, know-how and technical information. In order to protect our proprietary information and technology, we rely in part on agreements with our employees, investors, independent contractors and other third parties that place restrictions on the use and disclosure of this intellectual property. These agreements may be breached, or this intellectual property, including trade secrets, may otherwise be disclosed or become known to our competitors, which could cause us to lose any competitive advantage resulting from this intellectual property. To the extent that our employees, independent contractors or other third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. The loss of trade secret protection could make it easier for third parties to compete with our products and services by copying functionality. In addition, any changes in, or unexpected interpretations of, intellectual property laws may compromise our ability to enforce our trade secret and intellectual property rights. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain protection of our trade secrets or other proprietary information could harm our business, financial condition, results of operations and competitive position.

We may pursue registration of trademarks and domain names in the United States and in certain jurisdictions outside of the United States. Effective protection of trademarks and domain names is expensive and difficult to maintain, both in terms of application and registration costs as well as the costs of defending and enforcing those rights. We may be required to protect our rights in an increasing number of countries, a process that is expensive and may not be successful or which we may not pursue in every country in which our products and services are distributed or made available. Foreign countries have different laws and regulations regarding protection of intellectual property, and the protection available in other jurisdictions may not be as effective as that provided in the United States.

We may be unable to obtain trademark protection for our technologies and brands, and our existing trademark registrations and applications, and any trademarks that may be used in the future, may not provide us with competitive advantages or distinguish our products and services from those of our competitors. In addition, our

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trademarks may be contested, circumvented, or found to be unenforceable, weak or invalid, and we may not be able to prevent third parties from infringing or otherwise violating them. To counter infringement or unauthorized use of our trademarks, we may deem it necessary to file infringement claims, which can be expensive and time consuming. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. An adverse outcome in such litigation or proceedings may expose us to a loss of our competitive position, expose us to significant liabilities, or require us to seek licenses that may not be available on commercially acceptable terms, if at all.

Litigation or proceedings before the U.S. Patent and Trademark Office or other governmental authorities and administrative bodies in the United States and abroad may be necessary in the future to enforce our intellectual property rights and to determine the validity and scope of the proprietary rights of others. Efforts to enforce or protect proprietary rights may be ineffective and could result in substantial costs and diversion of resources, which could harm our business and results of operations.

Our products and services may infringe the intellectual property rights of others, which may cause us to incur unexpected costs or prevent us from providing our products and services.

We cannot guarantee that our internally developed or acquired systems, technologies and content do not and will not infringe the intellectual property rights of others. In addition, we use content, software and other intellectual property rights from third parties and may be subject to claims of infringement or misappropriation if we have failed to obtain appropriate intellectual property licenses from such parties, or such parties do not possess the necessary intellectual property rights to the products or services they license to our business. We have in the past and may in the future be subject to claims that we have infringed the copyrights, trademarks, or other intellectual property rights of a third party. Any intellectual property-related infringement or misappropriation claims, whether or not meritorious, could result in costly litigation and divert management resources and attention. Should we be found liable for infringement or misappropriation, we may be required to enter into licensing agreements, if available on acceptable terms or at all, pay substantial damages, limit or curtail our offerings and technologies or take other action, which could harm our business and results of operations. Moreover, we may need to redesign some of our systems and technologies to avoid future infringement liability. Any of the foregoing could prevent us from competing effectively and could expose our business to significant liabilities.

We rely on licenses to use the intellectual property rights of third parties which are incorporated into our products and services. Failure to renew or expand existing licenses may require us to modify, limit or discontinue certain offerings, which could materially affect our business, financial condition and results of operations.

We rely on products, technologies and intellectual property that we license from third parties for use in our services. We cannot assure that these third-party licenses, or support for such licensed products and technologies, will continue to be available to us on commercially reasonable terms, if at all. In the event that we cannot renew and/or expand existing licenses, we may be required to discontinue or limit our use of the products and technologies that include or incorporate the licensed intellectual property.

We cannot be certain that our licensors are not infringing the intellectual property rights of others or that our suppliers and licensors have sufficient rights to the technology in all jurisdictions in which we may operate. Some of our license agreements may be terminated by our licensors for convenience. If we are unable to obtain or maintain rights to any of this technology because of intellectual property infringement claims brought by third parties against our suppliers and licensors or against us, or if we are unable to continue to obtain the technology or enter into new agreements on commercially reasonable terms, our ability to develop our services containing that technology could be severely limited and our business could be disrupted or otherwise harmed. Additionally, if we are unable to obtain necessary technology from third parties, we may be forced to acquire or develop alternate technology, which may require significant time and effort and may be of lower quality or performance

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standards. This would limit and delay our ability to provide new or competitive offerings and increase our costs. If alternate technology cannot be obtained or developed, we may not be able to offer certain functionality as part of our offerings, which could adversely affect our business, financial condition and results of operations.

Some of our products and services contain open source software, which may pose particular risks to our proprietary software, products, and services in a manner that could have a negative effect on our business.

We use open source software in our products and services and anticipate using open source software in the future. Some open source software licenses require those who distribute open source software as part of their own software product to publicly disclose all or part of the source code to such software product or to make available any derivative works of the open source code on unfavorable terms or at no cost, and we may be subject to such terms. The terms of certain open source licenses to which our business is subject have not been interpreted by U.S. or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide or distribute our products or services. Additionally, we could face claims from third parties alleging ownership of, or demanding release of, the open source software or derivative works that we developed using such software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to make our software source code freely available, purchase a costly license or cease offering the implicated products or services unless and until it can re-engineer such source code in a manner that avoids infringement. This re-engineering process could require us to expend significant additional research and development resources, and we may not be able to complete the re-engineering process successfully. In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have a negative effect on our business, financial condition and results of operations.

Risks Related to this Offering, the Securities Markets and Ownership of Our Class A Common Stock

There has been no prior public trading market for our Class A common stock, and an active trading market for our Class A common stock might not develop.

Before this offering, there has been no public market for shares of our Class A common stock. We cannot assure you that an active trading market for our shares will develop or, that any market will be sustained. We cannot predict the prices at which our Class A common stock will trade. The initial public offering price of our Class A common stock will be determined by negotiations between us and the underwriters, and may not bear any relationship to the price at which our Class A common stock will trade after the completion of this offering or to any other established criteria of the value of our business.

In addition, the market price of our Class A common stock following this offering is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. Accordingly, we cannot assure you of the liquidity of any trading market, your ability to sell your shares of our Class A common stock when desired or the prices that you may obtain for your shares of our Class A common stock.

The trading price of the shares of our Class A common stock is likely to be volatile, and purchasers of our Class A common stock could incur substantial losses.

Technology and real estate stocks historically have experienced high levels of volatility. The trading price of our Class A common stock following this offering may fluctuate substantially. Following the completion of this offering, the market price of our Class A common stock may be higher or lower than the price you pay in the offering, depending on many factors, some of which are beyond our control and may not be related to our

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operating performance. These fluctuations could cause you to incur substantial losses, including all of your investment in our Class A common stock. Factors that could cause fluctuations in the trading price of our Class A common stock include the following:

• significant volatility in the market price and trading volume of technology companies in general and of companies in the real estate technology industry in particular;

• changes in mortgage interest rates;

• variations in the housing market, including seasonal trends and fluctuations;

• announcements of new solutions, commercial relationships, acquisitions, or other events by us or our competitors;

• price and volume fluctuations in the overall stock market from time to time;

• changes in how agents perceive the benefits of our platform and future offerings;

• the public’s reaction to our press releases, other public announcements, and filings with the SEC;

• fluctuations in the trading volume of our shares or the size of our public float;

• sales of large blocks of our common stock;

• actual or anticipated changes or fluctuations in our results of operations or financial projections;

• changes in actual or future expectations of investors or securities analysts;

• litigation involving us, our industry, or both;

• governmental or regulatory actions or audits;

• regulatory developments applicable to our business, including those related to privacy in the United States or globally;

• general economic conditions and trends;

• major catastrophic events in our markets; and

• departures of key employees.

In addition, if the market for technology or real estate stocks, or the stock market, in general, experiences a loss of investor confidence, the trading price of our Class A common stock could decline for reasons unrelated to our business, financial condition or results of operations. The trading price of our Class A common stock might also decline in reaction to events that affect other companies in the real estate or technology industries even if these events do not directly affect us. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company.

If securities or industry analysts do not publish research or publish unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our Class A common stock will, to some extent, depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us should downgrade our shares, change their opinion of our business prospects or publish inaccurate or unfavorable research about our business, our share price may decline. If one or more of these analysts who cover us ceases coverage of our company or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

We may need to raise additional capital to continue to grow our business and we may not be able to raise additional capital on terms acceptable to us, or at all.

Growing and operating our business, including through the development of new and enhanced products and adjacent services and expansion into new markets, may require significant cash outlays, liquidity reserves and

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capital expenditures. If cash on hand, cash generated from operations and cash equivalents and investment balances are not sufficient to meet our cash and liquidity needs, we may need to seek additional capital and we may not be able to raise the necessary cash on terms acceptable to us, or at all. Financing arrangements we pursue or assume may require us to grant certain rights, take certain actions, or agree to certain restrictions, that could negatively impact our business. If additional capital is not available to us on terms acceptable to us or at all, we may need to modify our business plans, which would harm our ability to grow our operations.

If you purchase shares of our Class A common stock in this offering, your investment will experience immediate dilution.

We expect the initial public offering price of our Class A common stock to be substantially higher than the pro forma net tangible book value per share of our Class A common stock following this offering based on the total value of our tangible assets less our total liabilities. Therefore, if you purchase shares of our Class A common stock in this offering, you will pay a price per share that substantially exceeds our pro forma net tangible book value per share after this offering. Based on the initial public offering price of $                per share, you will experience immediate dilution of $                per share, representing the difference between our pro forma as adjusted net tangible book value per share as of                , after giving effect to the issuance of                shares of our Class A common stock in this offering. To the extent current or future outstanding equity awards are settled in shares of our capital stock, you will incur further dilution. Furthermore, if outstanding options are exercised, you could experience further dilution. For a further description of the dilution that you will experience immediately after this offering, see the section titled “Dilution.”

Sales of substantial amounts of our Class A common stock in the public markets, or the perception that they might occur, could cause the market price of our Class A common stock to decline.

Sales of a substantial number of shares of our Class A common stock into the public market, particularly sales by our directors, executive officers, and principal stockholders, or the perception that these sales might occur, could cause the market price of our Class A common stock to decline and may make it more difficult for you to sell your common stock at a time and price that you deem appropriate.

All of the shares of Class A common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act of 1933, as amended, or the Securities Act, except for any shares held by our affiliates as defined in Rule 144 under the Securities Act (including any shares that may be purchased by any of our affiliates in this offering). The remaining shares of our common stock are subject to the lock-up agreement or market stand-off agreements described below.

Subject to certain exceptions, we, all of our directors and executive officers, and substantially all of the holders of our common stock, or securities exercisable for or convertible into our common stock outstanding immediately prior to this offering, are subject to market stand-off agreements or have agreed not to offer, sell, or agree to sell, directly or indirectly, any shares of common stock without the permission of                on behalf of the underwriters, for a period of                days from the date of this prospectus. When the lock-up period expires, we and our securityholders subject to a lock-up agreement or market stand-off agreement will be able to sell our shares in the public market. In addition, the underwriters may, in their sole discretion, release all or some portion of the shares subject to lock-up agreements prior to the expiration of the lock-up period. See the sections titled “Shares Eligible for Future Sale” and “Underwriting” for more information. Sales of a substantial number of such shares upon expiration of the lock-up and market stand-off agreements, or the perception that such sales may occur, or early release of these agreements, could cause our market price to fall or make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate.

In addition, as of December 31, 2020, we had options and RSUs outstanding that, if fully exercised, would result in the issuance of                shares of Class A common stock and                shares of Class B common stock. We also granted options to purchase                shares of our Class A common stock and RSUs settleable

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for                shares of our Class A common stock subsequent to December 31, 2020. All of the shares of Class A common stock issuable upon the exercise or settlement of stock options, RSUs, and the shares reserved for future issuance under our equity incentive plans, will be registered for public resale under the Securities Act. Accordingly, these shares will be able to be freely sold in the public market upon issuance subject to existing lock-up or market standoff agreements and applicable vesting requirements.

Provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may limit attempts by our stockholders to replace or remove our current management.

Provisions in our restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a merger, acquisition or other change of control of our company that the stockholders may consider favorable. In addition, because our board of directors is responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors. Among other things, our restated certificate of incorporation and amended and restated bylaws include provisions that:

• provide that our board of directors is classified into three classes of directors with staggered three-year terms;

• permit the board of directors to establish the number of directors and fill any vacancies and newly-created directorships;

• require super-majority voting to amend some provisions in our restated certificate of incorporation and restated bylaws;

• authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;

• provide that only our chief executive officer or a majority of our board of directors will be authorized to call a special meeting of stockholders;

• eliminate the ability of our stockholders to call special meetings of stockholders;

• prohibit cumulative voting;

• provide that directors may only be removed “for cause” and only with the approval of two-thirds of our stockholders;

• prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

• provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws; and

• establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

Moreover, Section 203 of the Delaware General Corporation Law, or DGCL, may discourage, delay, or prevent a change in control of our company. Section 203 imposes certain restrictions on mergers, business combinations, and other transactions between us and holders of 15% or more of our common stock.

Our restated certificate of incorporation and amended and restated bylaws contain exclusive forum provisions for certain claims, which may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our restated certificate of incorporation provides that the Court of Chancery of the State of Delaware, to the fullest extent permitted by law, will be the exclusive forum for any derivative action or proceeding brought on

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our behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against us arising pursuant to the DGCL, our restated certificate of incorporation, or our restated bylaws, or any action asserting a claim against us that is governed by the internal affairs doctrine.

Moreover, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Our restated bylaws provide that the federal district courts of the United States will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, or Federal Forum Provision. Our decision to adopt a Federal Forum Provision followed a decision by the Supreme Court of the State of Delaware holding that such provisions are facially valid under Delaware law. While there can be no assurance that federal or state courts will follow the holding of the Delaware Supreme Court or determine that the Federal Forum Provision should be enforced in a particular case, application of the Federal Forum Provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. In addition, neither the exclusive forum provision nor the Federal Forum Provision applies to suits brought to enforce any duty or liability created by the Exchange Act. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court.

Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.

Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to our exclusive forum provisions, including the Federal Forum Provision. These provisions may limit a stockholders’ ability to bring a claim in a judicial forum of their choosing for disputes with us or our directors, officers, or employees, which may discourage lawsuits against us and our directors, officers, and employees. Alternatively, if a court were to find the choice of forum provision contained in our restated certificate of incorporation or restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition, and results of operations.

We will have broad discretion in the use of proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return.

We intend to use the net proceeds that we receive in this offering for working capital and other general corporate purposes, which may include technology and product development, sales and marketing, general and administrative matters and capital expenditures. We may also use a portion of the net proceeds for the acquisition of, or investment in, technologies, solutions or businesses that complement our business, although we have no present commitments or agreements to enter into any acquisitions or investments. Consequently, our management will have broad discretion over the specific use of these net proceeds and may do so in a way with which our investors disagree. The failure by our management to apply and invest these funds effectively may not yield a favorable return to our investors and may adversely affect our business, financial condition and results of operations. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value. If we do not use the net proceeds that we receive in this offering effectively, our business, financial condition and results of operations could be adversely affected.

Because we do not anticipate paying any cash dividends on our Class A common stock in the foreseeable future, capital appreciation, if any, will be your sole source of gains.

We have never declared or paid any dividends on our common stock. We currently intend to retain any earnings to finance the operation and expansion of our business, and we do not anticipate paying any cash dividends in the

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foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors. In addition, the terms of our future debt agreements, if any, may prevent us from paying dividends. As a result, you may only receive a return on your investment in our Class A common stock if the market price of our Class A common stock increases.

We will incur increased costs as a result of operating as a public company, and our management is required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.

We will incur increased costs as a result of operating as a public company, and our management will devote substantial time to new compliance initiatives. If we complete this offering and become a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and the                . Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives and may not effectively or efficiently manage our transition into a public company. Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. All statements contained in this prospectus other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “target,” and similar expressions are intended to identify forward-looking statements.

Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

• our future financial performance, including our expectations regarding our revenue, rate of growth, operating expenses including changes in sales and marketing, research and development, and general and administrative expenses (including any components of the foregoing) and our ability to achieve and sustain future profitability;

• any changes in macroeconomic conditions and in U.S. residential real estate market conditions, including changes in prevailing interest rates or monetary policies;

• the effects of the ongoing COVID-19 coronavirus pandemic in the markets in which we operate;

• our business plan and our ability to effectively manage our expenses or grow our revenue;

• anticipated trends, growth rates, and challenges in our business and in the markets in which we operate;

• our ability to drive ongoing usage of our platform by agents;

• our market opportunity;

• our ability to expand into new domestic and international markets;

• our ability to successfully develop and market our adjacent services;

• our ability to attract and retain agents and expand their businesses;

• beliefs and objectives for future operations;

• the timing and market acceptance of our products and services for agents and their clients, including new products and services offered by us or our competitors;

• the effects of seasonal and cyclical trends on our results of operations;

• our expectations concerning relationships with third parties;

• our ability to maintain, protect, and enhance our intellectual property;

• the effects of increased competition in our markets and our ability to compete effectively;

• our ability to stay in compliance with laws and regulations that currently apply or become applicable to our business both in the United States and, if and as applicable, internationally; and

• economic and industry trends, growth forecasts, or trend analysis.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus.

We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess

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the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this prospectus or to conform these statements to actual results or revised expectations, except as required by law.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.

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INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations, market position, market opportunity, and market size, is based on information from various sources, as well as assumptions that we have made that are based on those data and other similar sources, and on our knowledge of the markets for our products and services. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market position, market opportunity, and market size information included in this prospectus is generally reliable, information of this sort is inherently imprecise. In addition, projections, assumptions, and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

This prospectus contains statistical data, estimates, and forecasts that are based on industry publications or reports generated by third-party providers, or other publicly available information, as well as other information based on our internal sources.

The sources of certain statistical data, estimates, and forecasts contained in this prospectus include:

• Allied Market Research, Residential Real Estate Market: Global Opportunity Analysis and Industry Forecast 2020-2027—October 2020;

• Borrell Associates, 2019 Real Estate Advertising Outlook—January 2019;

• IBISWorld, US Industry (NAICS) Report 48421: Moving Services Annual Revenue in the US—September 2020;

• IBISWorld, US Industry (NAICS) Report 53131: Property Management in the US—October 2020;

• IBISWorld, US Industry (Specialized) Report OD4766: Homeowners’ Insurance—March 2020;

• IBISWorld, US Industry (Specialized) Report OD4785: Home Warranty—October 2020;

• National Association of REALTORS, 2020 Profile of Home Buyers and Sellers—November 2020; and

• Technavio, Global Real Estate Software Market 2020-2024—February 2020.

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USE OF PROCEEDS

We estimate that the net proceeds from the sale of                 shares of our Class A common stock in this offering at an assumed initial public offering price of $                per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses, will be approximately $                million, or $                million if the underwriters’ option to purchase additional shares is exercised in full.

A $1.00 increase (decrease) in the assumed initial public offering price of $                per share would increase (decrease) the net proceeds that we receive from this offering by approximately $                million, assuming the number of shares of our Class A common stock offered by us remains the same, and after deducting the estimated underwriting discounts and commissions. Similarly, each increase (decrease) of 1,000,000 shares in the number of shares of our Class A common stock offered by us would increase (decrease) the net proceeds that we receive from this offering by approximately $                million, assuming that the assumed initial public offering price of $                remains the same, and after deducting the estimated underwriting discounts and commissions.

The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our Class A common stock, and enable access to the public equity markets for us and our stockholders. We primarily intend to use the net proceeds that we receive from this offering for working capital and other general corporate purposes, which may include research and development and sales, and marketing activities, general and administrative matters, and capital expenditures. We may also use a portion of the proceeds for the acquisition of, or investment in, technologies, solutions, or businesses that complement our business. However, we do not have binding agreements or commitments for any acquisitions or investments outside the ordinary course of business at this time.

We will have broad discretion over the uses of the net proceeds of this offering. Pending these uses, we intend to invest the net proceeds from this offering in short-term, investment-grade interest-bearing securities such as money market accounts, certificates of deposit, commercial paper, and guaranteed obligations of the U.S. government.

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Confidential Treatment Requested by Compass, Inc.

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DIVIDEND POLICY

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our capital stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions, and other factors that our board of directors may deem relevant. In addition, our Concierge Facility contains restrictions on our ability to pay cash dividends on our capital stock. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for additional information.

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CAPITALIZATION

The following table sets forth our cash, cash equivalents and short-term investments and capitalization as of December 31, 2019 on:

• an actual basis;

• a pro forma basis to give effect to (1) the Capital Stock Conversions, as if such conversions had occurred as of December 31, 2019, (2) the filing and effectiveness of our restated certificate of incorporation and (3) an increase to additional paid-in capital and accumulated deficit related to stock-based compensation expense of                associated with RSUs for which the service-based vesting condition was satisfied as of December 31, 2019 and for which the liquidity event-related performance vesting condition will be satisfied in connection with this offering. Payroll tax withholding and remittance obligations have not been included in the pro forma adjustments, as further described in Note 2 to our consolidated financial statements included elsewhere in this prospectus; and

• a pro forma as adjusted basis to give effect to (1) the adjustments described above and (2) the sale and issuance of                shares of our Class A common stock offered in this offering at an assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses.

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The pro forma as adjusted information below is illustrative only, and our cash, cash equivalents and short-term investments, additional paid-in capital, total stockholders’ (deficit) equity, and total capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of the offering determined at the pricing of this offering. You should read this table together with our consolidated financial statements and related notes, and the sections titled “Selected Consolidated Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each included elsewhere in this prospectus.

	As of December 31, 2019
	Actual			Pro Forma	Pro Forma as Adjusted(1)
				(unaudited)
	(in millions, except share and per share data)
Cash, cash equivalents and short-term investments	$	547.2		$	$
Convertible preferred stock, $0.0001 par value per share: 25,646,943 shares authorized, 24,636,535 shares issued and outstanding, actual; no shares authorized, issued, and outstanding, pro forma and pro forma as adjusted		1,525.7
Stockholders’ equity:
Preferred stock, par value $0.0001 per share: no shares authorized, issued, and outstanding, actual; shares authorized, no shares issued, and outstanding, pro forma and pro forma as adjusted		—
Class A common stock, $0.0001 par value per share: 46,160,000 shares authorized, 10,501,547 shares issued, and 10,276,547 shares outstanding, actual; shares authorized, shares issued and outstanding, pro forma; shares authorized, shares issued and outstanding, pro forma as adjusted		—
Class B common stock, $0.0001 par value per share: 2,600,000 shares authorized, 652,859 shares issued and outstanding, actual; shares authorized,             shares issued and outstanding, pro forma; shares authorized,             shares issued and outstanding, pro forma as adjusted		—
Additional paid-in capital		143.4
Accumulated other comprehensive income		0.1
Accumulated deficit		(825.1	)
Total stockholders’ (deficit) equity		(681.6	)
Total capitalization	$	844.1		$

(1) A $1.00 increase (decrease) in the assumed initial public offering price of $                per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted cash, cash equivalents and short-term investments, additional paid-in capital, total stockholders’ (deficit) equity, and total capitalization by approximately $                million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions. Similarly, each increase (decrease)

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Pursuant to 17 C.F.R. Section 200.83

of 1,000,000 shares in the number of shares offered by us would increase (decrease) our pro forma as adjusted cash, cash equivalents and short-term investments, additional paid-in capital, total stockholders’ (deficit) equity, and total capitalization by approximately $                million, assuming that the assumed initial public offering price, which is the midpoint of the price range set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions. If the underwriters’ option to purchase additional shares is exercised in full, the pro forma as adjusted amount of each of cash, cash equivalents and short-term investments, additional paid-in capital, total stockholders’ (deficit) equity, and total capitalization would increase by approximately $                , after deducting the estimated underwriting discounts and commissions, and we would have                shares of our Class A common stock and                shares of our Class B common stock issued and outstanding, pro forma as adjusted.

The number of shares of our Class A common stock and Class B common stock outstanding as of December 31, 2020 excludes the following:

•             shares of our Class A common stock issuable upon the exercise of options outstanding as of December 31, 2020, with a weighted-average exercise price of $            per share, including options to purchase                 shares issued pursuant to our 2012 Stock Incentive Plan, or the 2012 Plan;

•             shares of our Class B common stock issuable upon the exercise of options outstanding as of December 31, 2020, with a weighted-average exercise price of $            per share, outside of the 2012 Plan;

•             shares of our Class A common stock issuable upon the vesting and settlement of restricted stock units, or RSUs, outstanding as of December 31, 2020, pursuant to our 2012 Plan, including (i)                shares issuable upon the vesting and settlement of RSUs for which the service-based vesting condition was satisfied as of December 31, 2020 and for which the liquidity-based vesting condition will be satisfied in connection with this offering and (ii)                shares issuable upon the vesting and settlement of RSUs for which the service-based vesting condition was not satisfied as of December 31, 2020 and for which the liquidity-based vesting condition will be satisfied in connection with this offering;

•             shares of our Class A common stock issuable upon the exercise of options granted after December 31, 2020, with a weighted-average exercise price of $            per share, pursuant to our 2012 Plan;

•             shares of our Class A common stock issuable upon the vesting and settlement of RSUs granted after December 31, 2020, pursuant to our 2012 Plan;

•             shares of our Class A common stock with an aggregate value of up to $            million issuable upon the achievement of certain milestones in connection with certain of our past acquisitions; and

•              shares of our common stock reserved for future issuance under our equity compensation plans, consisting of: (1)                shares of our Class A common stock reserved for future issuance under our 2012 Plan, as of December 31, 2020 (which reserve does not reflect the options to purchase shares of our Class A common stock and RSUs settleable for shares of our Class A common stock granted after December 31, 2020) and (2)                shares of our Class A common stock reserved for future issuance under our 2021 Equity Incentive Plan, or the 2021 Plan, which will become effective on the date immediately prior to the date of this prospectus.

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DILUTION

If you invest in our Class A common stock, your interest will be diluted to the extent of the difference between the amount per share paid by purchasers of shares of Class A common stock in this initial public offering and the pro forma as adjusted net tangible book value per share of Class A common stock immediately after this offering.

As of December 31, 2020, our pro forma net tangible book value was approximately $            million, or $            per share of common stock. Our pro forma net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities and divided by the total number of shares of our common stock outstanding as of December 31, 2020, after giving effect to (1) the Capital Stock Conversions, as if such conversions had occurred on December 31, 2020, and (2) the filing and effectiveness of our restated certificate of incorporation.

After giving effect to our sale in this offering of                shares of our Class A common stock, at an assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses, our pro forma as adjusted net tangible book value as of December 31, 2020 would have been approximately $            million, or $            per share. This represents an immediate increase in pro forma net tangible book value of $            per share to our existing stockholders and an immediate dilution of $             per share to investors purchasing Class A common stock in this offering at the assumed initial public offering price.

The following table illustrates this dilution on a per share basis to new investors:

Assumed initial public offering price per share		$
Pro forma net tangible book value per share as of December 31, 2020, before giving effect to this offering	$
Increase in pro forma net tangible book value per share attributable to new investors in this offering
Pro forma as adjusted net tangible book value per share
Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering		$

A $1.00 increase (decrease) in the assumed initial public offering price of $             per share, which is the midpoint of the price range reflected on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value per share after this offering by $            per share and would increase (decrease) the dilution per share to new investors in this offering by $            per share, assuming the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions. Similarly, each increase (decrease) of 1,000,000 shares in the number of shares of Class A common stock offered by us would increase (decrease) the pro forma as adjusted net tangible book value per share after this offering by $            per share and would increase (decrease) the dilution to new investors by $            per share, assuming the assumed initial public offering price, which is the midpoint of the price range set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions.

If the underwriters exercise their option to purchase additional shares in full, the pro forma as adjusted net tangible book value per share of our common stock after giving effect to this offering would be $             per share, and the dilution in pro forma net tangible book value per share to investors in this offering would be $            per share.

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The following table summarizes, on a pro forma as adjusted basis as of December 31, 2020, after giving effect to the pro forma adjustments described above, the difference between existing stockholders and new investors purchasing shares of Class A common stock in this offering with respect to the number of shares purchased from us, the total consideration paid to us, and the average price per share paid by our existing stockholders or to be paid by investors purchasing shares in this offering at an assumed offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions and estimated offering expenses:

	Shares Purchased				Total Consideration				Average Price
	Number	Percent			Amount	Percent			Per Share
Existing stockholders				%	$			%	$
New investors
Total			100	%	$		100	%

A $1.00 increase (decrease) in the assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors and total consideration paid by all stockholders by $            million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus remains the same and after deducting the estimated underwriting discounts and commissions.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters’ option to purchase additional shares of our Class A common stock. If the underwriters exercise their option to purchase additional shares in full, our existing stockholders would own    % and our new investors would own    % of the total number of shares of our common stock outstanding after this offering.

In addition, to the extent we issue any additional stock options or RSUs or any outstanding stock options are exercised or RSUs are settled, or we issue any other securities or convertible debt in the future, investors will experience further dilution.

The number of shares of our Class A common stock and Class B common stock outstanding as of December 31, 2020 excludes the following:

•             shares of our Class A common stock issuable upon the exercise of options outstanding as of December 31, 2020, with a weighted-average exercise price of $            per share, including options to purchase                 shares issued pursuant to our 2012 Plan;

•             shares of our Class B common stock issuable upon the exercise of options outstanding as of December 31, 2020, with a weighted-average exercise price of $        per share, outside of the 2012 Plan;

•             shares of our Class A common stock issuable upon the vesting and settlement of restricted stock units, or RSUs, outstanding as of December 31, 2020, pursuant to our 2012 Plan, including (i)            shares issuable upon the vesting and settlement of RSUs for which the service-based vesting condition was satisfied as of December 31, 2020 and for which the liquidity-based vesting condition will be satisfied in connection with this offering and (ii)                shares issuable upon the vesting and settlement of RSUs for which the service-based vesting condition was not satisfied as of December 31, 2020 and for which the liquidity-based vesting condition will be satisfied in connection with this offering;

•             shares of our Class A common stock issuable upon the exercise of options granted after December 31, 2020, with a weighted-average exercise price of $            per share, pursuant to our 2012 Plan;

•             shares of our Class A common stock issuable upon the vesting and settlement of RSUs granted after December 31, 2020, pursuant to our 2012 Plan;

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•             shares of our Class A common stock with an aggregate value of up to $            million issuable upon the achievement of certain milestones in connection with certain of our past acquisitions; and

•             shares of our common stock reserved for future issuance under our equity compensation plans, consisting of: (1)                shares of our Class A common stock reserved for future issuance under our 2012 Plan, as of December 31, 2020 (which reserve does not reflect the options to purchase shares of our Class A common stock and RSUs settleable for shares of our Class A common stock granted after December 31, 2020) and (2)                shares of our Class A common stock reserved for future issuance under our 2021 Plan, which will become effective on the date immediately prior to the date of this prospectus.

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables present selected historical financial and other data for our business. We derived our selected consolidated statements of operations data for 2018 and 2019 and our selected consolidated balance sheet data as of December 31, 2018 and December 31, 2019 from our audited consolidated financial statements included elsewhere in this prospectus. We derived our selected consolidated statements of operations data for 2016 and 2017 and consolidated balance sheet data as of December 31, 2016 and 2017 from our accounting records that have been prepared on the same basis as the audited consolidated financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected for any other period in the future. You should read the following selected consolidated financial and other data in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, the accompanying notes, and other financial information included elsewhere in this prospectus.

	Year Ended December 31,
	2016(1)(2)			2017(1)(2)			2018(2)			2019
	(in millions, except share and per share data)
Consolidated Statement of Operations Data:
Revenue	$	186.8		$	370.3		$	884.7		$	2,386.0
Operating Expenses:
Commissions and transaction-related expense(3)		144.9			290.8			695.4			1,935.6
Sales and marketing(3)		47.5			63.5			174.3			382.8
Operations and support(3)		20.3			26.9			95.5			204.8
Research and development(3)		12.4			19.5			56.7			131.3
General and administrative(3)		21.0			29.8			85.7			92.4
Depreciation and amortization		3.6			5.4			14.8			40.9
Total operating expenses		249.7			435.9			1,222.4			2,787.8
Loss from operations		(62.9	)		(65.6	)		(237.7	)		(401.8	)
Investment income, net		0.4			0.8			8.4			12.9
Loss before income taxes		(62.5	)		(64.8	)		(229.3	)		(388.9	)
Benefit from income taxes		—			—			5.5			0.9
Net loss	$	(62.5	)	$	(64.8	)	$	(223.8	)	$	(388.0	)
Net loss per share attributable to common stockholders, basic and diluted(4)	$	(7.42	)	$	(7.44	)	$	(22.62	)	$	(36.42	)
Weighted-average shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted(4)		8,427,936			8,710,341			9,893,022			10,652,988
Pro forma net loss per share attributable to common stockholders, basic and diluted(4)
Pro forma weighted-average shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted(4)

(1) We adopted ASC 606, Revenue from Contracts with Customers, effective January 1, 2018, using the modified retrospective transition method. Comparative information for 2016 and 2017, as presented above, continues to be reported under ASC 605, Revenue Recognition.

(2) We adopted ASC 842, Leases, effective January 1, 2019, using the modified retrospective transition method. Comparative information for 2016, 2017, and 2018, as presented above, continues to be reported under ASC 840, Leases.

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(3) Includes stock-based compensation expense as follows:

	Year Ended December 31,
	2016		2017		2018		2019
	(in millions)
Commissions and transaction-related expense	$	—	$	—	$	1.0	$	16.1
Sales and marketing		3.3		5.1		9.1		11.1
Operations and support		—		0.6		4.7		2.4
Research and development		0.5		1.2		4.0		2.8
General and administrative		3.7		8.8		33.7		5.0
Total stock-based compensation expense	$	7.5	$	15.7	$	52.5	$	37.4

(4) See Notes 2 and 12 to our consolidated financial statements included elsewhere in this prospectus for an explanation of method used to compute the historical and pro forma net loss per share attributable to common stockholders, basic and diluted, and the number of shares used in the computation of the per share amounts.

	As of December 31,
	2016(1)(2)			2017(1)(2)			2018(2)			2019
	(in millions)
Consolidated Balance Sheet Data:
Cash, cash equivalents and short-term investments	$	79.7		$	137.5		$	683.6		$	547.2
Working capital(3)		74.1			131.0			669.5			568.3
Total assets		133.8			193.8			968.2			1,471.6
Total liabilities		29.1			41.6			124.9			627.5
Convertible preferred stock		233.9			328.7			1,182.4			1,525.7
Total stockholders’ (deficit) equity		(129.2	)		(176.5	)		(339.1	)		(681.6	)

(1) We adopted ASC 606, Revenue from Contracts with Customers, effective January 1, 2018, using the modified retrospective transition method. Comparative information for 2016 and 2017, as presented above, continues to be reported under ASC 605, Revenue Recognition.

(2) We adopted ASC 842, Leases, effective January 1, 2019, using the modified retrospective transition method. Comparative information for 2016, 2017, and 2018, as presented above, continues to be reported under ASC 840, Leases.

(3) We define working capital as current assets less current liabilities. See our consolidated financial statements and related notes included elsewhere in this prospectus for further details regarding our current assets and current liabilities as of December 31, 2018 and 2019.

Key Business Metrics and Non-GAAP Financial Measures

In addition to our financial results, we use the following business metrics to evaluate our business, measure our performance, identify trends affecting our business, and make strategic decisions. To evaluate our operating performance, and for internal planning and forecasting purposes, we also use Adjusted EBITDA and Adjusted EBITDA Margin, which are non-GAAP financial measures. For additional information regarding these measures,

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see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics and Non-GAAP Financial Measures.”

	Year Ended December 31,
	2018			2019
Total Transactions		27,001			86,542
Gross Transaction Value (in billions)	$	34.9		$	96.4
Average Principal Agents		2,700			6,845
Platform Contribution (in millions)	$	190.3		$	466.5
Net Platform Contribution Retention		112	%		110	%
Adjusted EBITDA(1) (in millions)	$	(170.4	)	$	(323.5	)
Adjusted EBITDA Margin(1)		(19.3	)%		(13.6	)%

(1) Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. For more information regarding our use of these measures and a reconciliation of net loss to Adjusted EBITDA, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics and Non-GAAP Financial Measures.”

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with the “Selected Consolidated Financial and Other Data” and our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section titled “Risk Factors” or in other parts of this prospectus. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Except as otherwise noted, all references to 2020 refer to the year ended December 31, 2020, references to 2019 refer to the year ended December 31, 2019, and references to 2018 refer to the year ended December 31, 2018.

OVERVIEW

Compass provides an end-to-end platform that empowers residential real estate agents to deliver exceptional service to their seller and buyer clients. Our platform includes an integrated suite of cloud-based software for customer relationship management, marketing, client service and other critical functionality, as well as brokerage services and value-added services, all custom-built for the real estate industry. Fundamentally, we believe that agents are, and will continue to be, central to residential real estate transactions. We help agents grow their businesses, serve more clients, save time, and stand out as valued, trusted and professional advisors in real estate transactions.

Through 2020, our agents have represented either sellers or buyers of more than 250,000 homes worth more than $280 billion. Our agent-first approach and differentiated platform have delivered strong results for our agents and their clients in 2020.

• our agents close an average of 19% more transactions measured from their first year compared to their second year at Compass;

• our agents sold homes in 21% fewer days, on average, relative to agents at firms with comparable average home sale values in our MLS Cities;

• on average, 88% of our agent teams used our proprietary technology platform at least once per week, of which approximately two-thirds used it daily;

• our principal agent retention rate exceeds 90%; and

• our agents are strong advocates, giving Compass a Net Promoter Score of 68.

Residential real estate is one of the largest and most complex industries in the world. According to the National Association of Realtors, or NAR, in 2019, more than 5.3 million homes were sold in the U.S., representing over $2.0 trillion in transaction value. Housing is the single largest consumer expenditure in the U.S., and homes are often a substantial source of household wealth.

Selling and buying a home is one of the most significant financial events in an individual’s life and often one of the most complex, time consuming, and consequential. Given the unique nature of each property, location, buyer, seller, negotiation, title and financing, a real estate agent’s role as the driver of the majority of the workflow is indispensable. According to NAR’s 2020 Profile of Home Buyers and Sellers, 89% of home sellers and 88% of home buyers use a real estate agent or broker, levels that have remained consistent over the last 10 years with 2011 levels at 87% and 89%, respectively.

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We believe the best agents are dynamic business owners, responsible for every function from attracting and

retaining clients to managing finance and operations. We believe these entrepreneurs are needlessly constrained by a plethora of disconnected technology solutions, manual processes and antiquated systems. The vast majority of technology products built for agents are narrow point solutions, requiring agents to spend significant time away from their clients wrangling multiple, disjointed technology tools and manually transporting data among these tools. These inefficiencies not only frustrate agents, but also limit their ability to effectively serve their clients.

We have built an integrated software platform that helps agents operate with the sophisticated capabilities of a modern technology company and the personal attention and service of a dedicated advisor. Using proprietary data, analytics, AI and machine learning, our platform delivers a broad set of industry-specific capabilities for agents and their clients.

We obsess over our agents’ success. We offer training and coaching, sales management, listing and transaction coordination, commission processing, and marketing design and consulting so that our agents can achieve their full potential.

We were founded in 2012 by Ori Allon and Robert Reffkin, first launching in New York City in 2013. We recognized an opportunity to use technology to elevate one of the largest industries in the world, residential real estate – the level of investment in technology in residential real estate still lags significantly behind the size of the industry and the influence on people’s daily lives.

We have expanded significantly since our founding, having successfully grown our footprint to 44 markets across the United States, as of December 31, 2020. Our Gross Transaction Value was $            billion, which represented only         % of the $2.0 trillion dollars of residential real estate transacted in the United States in 2020. Accordingly, we believe we are still in the early phases of broad market adoption.

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Since our founding, we have made significant progress in extending our platform offerings, expanding our market footprint and growing our agent base:

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Our Business Model

Our business model is directly aligned with the success of our agents. Our platform provides an integrated suite of software for customer relationship management, marketing, client service, operations and other critical functionality, as well as brokerage services and adjacent services, all custom-built for the residential real estate industry. We attract agents and partner with them as independent contractors who affiliate their real estate licenses with us, operating their businesses on our platform and under our brand. We currently generate substantially all of our revenue from commissions paid to us at the time that a home is bought or sold on our platform. In addition, we generate a small portion of our revenue from adjacent services that we provide through our platform in connection with a real estate transaction. We grow our revenues by attracting new agents, growing our existing agents’ revenue, and expanding revenue that comes from adjacent services.

Our revenue is comprised of the following components:

• Commission revenue. We earn revenue from commissions we receive when clients represented by our agents buy or sell a home. The total commissions generated is the product of the Gross Transaction Value—the total dollar value of transactions closed by agents on our platform—and the commission rate paid by our agents’ clients upon the closing of a real estate transaction. Commission rates for buy-side and sell-side transactions typically range between 2.5% and 3.0% of a home’s sale price. In addition, we generate a small portion of commissions revenue from rentals, new development projects, and commercial real estate transactions.

• Adjacent services revenue. We also generate revenue from adjacent services related to a real estate transaction such as title and escrow, which we offer in certain markets. We plan to continue to expand these offerings across our markets, and to develop additional offerings to enhance the experience for our agents and their clients. Adjacent services revenue also includes non-commission related revenue streams, including fees related to transaction coordination services and professional services related to our new development business. Adjacent services have not contributed a significant portion of our revenue to date, although we expect for these revenue streams to grow in the future.

The sum of the components above equates to our revenue, which is depicted below:

We define Platform Contribution as revenue net of commission fees paid to the agent plus technology and resource fees, as illustrated in the figure below. The technology and resource fees, which are paid by our agents in order to access our platform, have increased consistently each year.

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As we continue to diversify the breadth and quality of our offerings to include more services that are adjacent to the transaction, we expect that our Platform Contribution will increase as a percentage of revenue and grow at a faster rate than our revenue growth.

We succeed when our agents succeed. When our agents help their clients successfully buy or sell a home, they build trusted relationships that lead to repeat and referral business as well as the opportunity to recommend pre-sale, adjacent, and post-closing services and partners. As our platform delivers more value to agents, more agents with established real estate businesses join the platform. As those agents grow their transaction volumes, it enables us to invest further in the platform which creates a virtuous flywheel. Our flywheel is further strengthened by our principal agent retention rate which has exceeded 90% in each of the last three years. We define principal agents as any agents who are leaders of their respective agent teams or individual agents operating independently on our platform.

To date, the vast majority of our revenue has come from commissions related to the purchase and sale of homes on our platform. We expect that this revenue will continue to grow as we attract more agents to our platform and as their respective businesses grow. In addition, we plan to expand our adjacent services across our markets, and introduce new services. Growth in adjacent services revenue will drive increases in both revenue and Platform Contribution, and also increase Platform Contribution as a percentage of revenue.

To date, we have made substantial investments with a focus on rapidly growing our business and positioning ourselves to take advantage of the large market opportunity ahead of us. Since 2018, we have increased our investment in research and development, and have seen a corresponding improvement in operating leverage, reducing the cost required to support our agents on our platform by 15% from 2018 to 2019. We expect to continue to invest in research and development in order to:

• Continue to enhance our integrated platform to help agents win more clients and generate more transactions, contact their clients more frequently and efficiently, and better serve their clients;

• Accelerate expansion in new markets through faster data integration and ingestion, more efficient agent onboarding, and adaption of our solutions to the hyper-local requirements of specific markets, enabling us to launch multiple markets in a given month; and

• Continue to provide high service levels for our agents while managing expense growth.

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KEY BUSINESS METRICS AND NON-GAAP FINANCIAL MEASURES

In addition to the measures presented in our consolidated financial statements, we use the following key business metrics and non-GAAP financial measures to evaluate our business, measure our performance, develop financial forecasts, and make strategic decisions.

	Year Ended December 31,
	2018			2019
Total Transactions		27,001			86,542
Gross Transaction Value (in billions)	$	34.9		$	96.4
Average Number of Principal Agents		2,700			6,845
Platform Contribution (in millions)	$	190.3		$	466.5
Net Platform Contribution Retention		112	%		110	%
Adjusted EBITDA(1) (in millions)	$	(170.4	)	$	(323.5	)
Adjusted EBITDA Margin(1)		(19.3	)%		(13.6	)%

(1) Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. For more information regarding our use of these measures and a reconciliation of net loss to Adjusted EBITDA, see the section titled “—Non-GAAP Financial Measures” below.

Key Business Metrics

Total Transactions

We define Total Transactions as the sum of all transactions closed on our platform in which our agent represented the buyer or seller in the purchase or sale of a home. We include a single transaction twice when one or more Compass agents represent both the buyer and seller in any given transaction. We exclude transactions related to rentals in this metric.

Total Transactions is a key measure of the scale of our platform, which drives our financial performance. Total Transactions have increased over time as we recruited new agents in existing markets, expanded into new markets, retained top-performing agents, and as existing agents increased their productivity on our platform.

We experience seasonality in Total Transactions. In the real estate industry, a higher number of transactions close in the second and third quarters of the year than in the first and fourth quarters of the year. We believe that this seasonality has affected and will continue to affect our quarterly results. However, our rapid growth in recent years may obscure the extent to which seasonality trends have affected our business and may continue to affect our business. Our Total Transactions are also influenced by market conditions that affect home sales, such as local inventory levels and mortgage interest rates.

Our Total Transactions were 27,001 in 2018 and 86,542 in 2019, a 221% increase. In 2020, our Total Transactions increased, notwithstanding the effect of the COVID-19 pandemic. This increase accelerated in the second half of 2020, as our business achieved five consecutive months of record revenue between June and October 2020. Robust housing demand was driven by a number of factors including: (i) historically low

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mortgage rates, (ii) pandemic-related home relocations and accelerations in purchases of second homes, and (iii) positive demographics as millennials hit peak home-buying age. We expect these factors to drive continued strong demand in 2021.

Gross Transaction Value

Gross Transaction Value is the sum of all closing sale prices for homes transacted by agents on our platform. We include the value of a single transaction twice when our agents serve both the home buyer and home seller in the transaction. This metric excludes rental transactions.

Gross Transaction Value is a key measure of the scale of our platform and success of our agents, which ultimately impacts revenue. Gross Transaction Value is primarily driven by home values in the markets we serve and by changes in the number of our agents in those markets, as well as seasonality and macroeconomic factors. We experience seasonality in our Gross Transaction Value that is consistent with the seasonality of Total Transactions.

In recent years, we have seen our Gross Transaction Value grow from $34.9 billion in 2018 to $96.4 billion in 2019, representing growth of 176%. We have experienced consistent and significant growth in the number of agents on our platform and the markets we serve, resulting in strong year-over-year growth rates in both Total Transactions and associated Gross Transaction Value. We believe that we have a significant opportunity to continue growing Gross Transaction Value as a result of our significant total addressable market opportunity as well as our platform advantages that we expect will continue to attract agents to our platform. We expect that Gross Transaction Value will continue to grow in line with Total Transactions, though the overall rate of growth will depend on changes in home sale prices and geographic mix.

Average Number of Principal Agents

The Average Number of Principal Agents represents the number of agents who are leaders of their respective agent teams or individual agents operating independently on our platform during a given period. This figure is calculated by taking the average of the number of principal agents at the end of each month included in the period. We use the Average Number of Principal Agents, in combination with our other key metrics such as Total Transactions and Gross Transaction Value, as a measure of agent productivity. We view this figure to be an indicator of the potential future growth of our business, as well as the size and strength of our platform.

In 2018 and 2019, our Average Number of Principal Agents was 2,700 and 6,845, respectively. In 2019, our Average Number of Principal Agents was 55% of our average number of total agents. Many of our agents are influential high performers in their respective markets, who joined us because they wanted to maximize their potential and deliver superior results for their clients. Further, our business model is based on shared success with our agents: we succeed when our agents succeed. As our platform delivers more value to agents, more agents with established real estate businesses join the platform. As those agents grow their transaction volumes, it enables us to invest further in the platform. This has allowed us to maintain a retention rate that exceeded 90% among our principal agents for 2018 and 2019. Our principal agents generate revenue across a diverse set of real estate markets in the United States.

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We believe that we have the opportunity to continue growing our principal agent count both within and beyond the markets we currently serve. In 2019, our Gross Transaction Value was over $96 billion, which represented approximately 5% of the $2.0 trillion dollars of residential real estate transacted in the United States. Our enterprise sales team has a demonstrated track record of success in attracting agents to our platform while our expansion team continues to launch new markets more efficiently, generating faster market share gains. Each year, a significant portion of our principal agents are recruited as part of our Compass Anywhere program, our mobile agent offering tailored to the needs of agents looking for more flexibility in operating their businesses. Principal agents who have opted for Compass Anywhere represented approximately          of the Average Number of Principal Agents in 2020. As we continue to refine the efficiency of our recruiting and expansion activities, we expect the percentage of Compass Anywhere agents on our platform to grow.

Platform Contribution

We define Platform Contribution as revenue net of commission fees paid to the agent plus technology and resource fees. As we continue to diversify the breadth and quality of our offerings to include more services adjacent to the transaction, we expect that our Platform Contribution will increase as a percentage of revenue and grow at a faster rate than both our Gross Transaction Value and our revenue growth.

In 2019, Platform Contribution improved to $466.5 million, growing 145% compared to $190.3 million in 2018, driven by growth in Gross Transaction Value, increased technology and resource fees from our agents, as well as growth in adjacent services, such as title and escrow.

Net Platform Contribution Retention

Our Net Platform Contribution Retention demonstrates the strength of our monetization strategy and our ability to expand within our existing agent base. As our agents grow their business and become more successful, our Platform Contribution grows as a result of increased commission revenue and technology and resource fees, as

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well as increased adoption of adjacent services by our agents and their clients. We believe this metric reflects the efficacy of our platform.

Our Net Platform Contribution Retention for a given year equals the Current Year Platform Contribution divided by the Prior Year Platform Contribution. The Prior Year Platform Contribution is defined as the Platform Contribution from the cohort of agents who were on our platform for at least five quarters (to allow for a one-quarter “ramp period”) as of the end of the prior year. The Current Year Platform Contribution is defined as the Platform Contribution associated with this same cohort of agents in the current year. This metric excludes the impact to commissions from our agent equity program.

We have retained our Platform Contribution for our agent cohorts year-over-year at levels well above 100%. Our Net Platform Contribution Retention was 112% in 2018 and 110% in 2019.

Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA is a non-GAAP financial measure that represents our net loss adjusted for depreciation and amortization, investment income, net, stock-based compensation expense, and benefit from income taxes. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by revenue.

We use Adjusted EBITDA and Adjusted EBITDA Margin in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our board of directors concerning our financial performance. We believe Adjusted EBITDA and Adjusted EBITDA Margin are also helpful to investors, analysts, and other interested parties because they can assist in providing a more consistent and comparable overview of our operations across our historical financial periods. Adjusted EBITDA and Adjusted EBITDA Margin have limitations as analytical tools, however, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Because of these limitations, you should consider Adjusted EBITDA and Adjusted EBITDA Margin alongside other financial performance measures, including net loss and our other GAAP results. In evaluating Adjusted EBITDA and Adjusted EBITDA Margin, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA and Adjusted EBITDA Margin should not be construed to imply that our future results will be unaffected by the types of items excluded from the calculation of Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA and Adjusted EBITDA Margin are not presented in accordance with GAAP and the use of these terms varies from others in our industry.

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In 2018 and 2019, Adjusted EBITDA was $(170.4) million and $(323.5) million, representing (19.3)% and (13.6)% of revenue, respectively. The decrease in Adjusted EBITDA in 2019 was due to significant investments in our technology infrastructure and growth initiatives that more than doubled the Average Principal Agents on our platform, and nearly tripled our Gross Transaction Value.

We expect Adjusted EBITDA and Adjusted EBITDA Margin to fluctuate in the near term as we continue to invest to drive growth in our business, and improve over the long term as we achieve greater scale in our business and efficiencies in our operating expenses.

The following table provides a reconciliation of net loss to Adjusted EBITDA:

	Year Ended December 31,
	2018			2019
	(in millions)
Net loss	$	(223.8	)	$	(388.0	)
Adjusted to exclude the following:
Depreciation and amortization		14.8			40.9
Investment income, net		(8.4	)		(12.9	)
Stock-based compensation		52.5			37.4
Benefit from income taxes		(5.5	)		(0.9	)
Adjusted EBITDA	$	(170.4	)	$	(323.5	)
Adjusted EBITDA Margin		(19.3	)%		(13.6	)%

KEY FACTORS AFFECTING OUR PERFORMANCE

We believe that the future success of our business depends on many factors, including the factors described below. While each of these factors presents significant opportunities for our business, they also pose important challenges that we must successfully address in order to continue to grow our business.

Ability to Attract and Retain Agents with Our Technology

We are focused on continuing to attract the most talented agents to our platform, which is critical to our long-term success. We grow our revenue by increasing the productivity of our agents and by selectively attracting high-performing agents looking to grow their business.

We have significantly invested in our platform to create an integrated suite of offerings. Our agents close an average of 19% more transactions measured from their first year to their second year on our platform, which we

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believe is due to the collective benefits of our platform. Our ability to provide our agents with the most powerful and relevant solutions to grow their businesses is paramount to our and our agents’ success. In 2020, on average, 88% of our agent teams used our proprietary technology platform at least once per week, of which approximately two-thirds used it daily.

Investment in Technology

We make investments in technology that we believe will enhance the agent and client experience. Key investment areas for our platform include continuing to build an integrated platform to help agents win more clients, generate more transactions and accelerate our data integration and analytics. We also invest heavily in building solutions to the hyper-local requirements of specific markets allowing us to launch markets more efficiently and to enhance the scalability of our platform. Since 2018, we have increased our investment in research and development, and have seen a corresponding improvement in operating leverage, reducing the cost required to support our agents on our platform by 15% from 2018 to 2019. Our ability to grow our agents, retain our agents and increase agent success on our platform, depends in part, on our ability to continue innovating in the industry and our ability to successfully launch new products for agents and clients. As such, we plan to continue making significant investments in research and development.

Expansion into New Markets

Since launching in New York City in 2013, we have successfully grown our footprint to 44 markets across the United States. We define a market as a metropolitan statistical area, or MSA, according to the U.S. Census Bureau.

We believe there remains a meaningful opportunity to grow our business by continuing to expand our geographic coverage. We launched 12 markets in 2018 and 13 markets in 2019. Our rate of expansion moderated to 7 markets in 2020, primarily due to reduced discretionary spend in reaction to COVID-19. We expect to launch additional markets in 2021 and beyond. Faster data integration and ingestion, more efficient agent onboarding, and the ability to customize our solutions to local market requirements have allowed us to enter new markets more quickly and effectively over time. We have a dedicated expansion team responsible for launching new markets that partners closely with our enterprise sales team to rapidly identify talented agents in each new market. We view the first year of a market launch as an investment period during which we ramp up our agent recruitment, increase platform utilization and agent productivity, and refine our go-to-market strategy. The priority with which we enter new markets is based on the addressable size of each market, agent feedback and local market dynamics.

Further Penetration in Existing Markets

The longer we operate in a given market, the more our brand resonates with top local agents and the stronger our local market positioning becomes, driving increased market share. Since we operate in a highly fragmented industry and we believe we offer a differentiated value proposition to our agents, we believe there is significant opportunity to further expand market share in our existing markets. Historically, we have been able to consistently gain market share upon entry. In our top three MLS Cities by sales volume, our market share was approximately 26% as of December 31, 2020. For the ten MLS Cities launched in 2018, our average market share has grown to approximately 10% as of December 31, 2020. In 2020, our agents sold homes in 21% fewer days, on average, relative to agents at firms with comparable average home sale values in our MLS Cities. We define MLS Cities as large cities we serve and which have a multiple listing service, and currently consist of: San Francisco, Washington D.C., Boston, Los Angeles, Miami Beach, Dallas, Chicago, San Diego, Seattle, Atlanta, Austin, Denver, Houston, Philadelphia and Nashville. We consider firms with comparable average home sale values to be those with an average home sale value within 20% of ours.

Our focus remains on attracting top-tier agents to Compass through our highly-effective agent recruiting process. Additionally, Compass Anywhere, our mobile agent offering, allows us to both attract and serve talented agents more cost-efficiently with flexibility across offices and a virtual support model.

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Ability to Increase Penetration of Adjacent Services

Agents sit at the center of the real estate transaction. We believe that our agents’ clients value the convenience of conducting an entire end-to-end transaction with a single trusted advisor — the home buying and selling transaction itself, managing title and escrow documentation, completing the mortgage process, and handling the related services and logistical requirements associated with a home purchase or sale.

We empower agents with the opportunity to recommend and offer adjacent services, capturing more economic value over time. Services such as Compass Concierge, a program centered around pre-sale renovations, and title and escrow, provide opportunities for our agents to win more clients and increase revenue generated from each transaction. Our ability to recommend and offer adjacent services delivers a superior client experience, leading to higher agent productivity, and in turn, creating further monetization opportunities for us.

Seasonality and Cyclicality

The residential real estate market is seasonal, which directly impacts our agents’ businesses. While individual markets may vary, transaction volume is typically highest in spring and summer, and then declines gradually in late fall and winter. We experience the most significant financial effect from this seasonality in the first and fourth quarters of each year, when our revenue is typically lower relative to the second and third quarters. We believe that this seasonality has affected and will continue to affect our quarterly results; however, to date its effect may have been masked by our rapid growth.

The residential real estate industry is also highly cyclical, and individual markets can have their own cyclical dynamics that diverge from broad market conditions. Generally, when economic conditions are favorable, the real estate industry tends to perform well. When the economy is weak, if interest rates dramatically increase, if mortgage lending standards tighten, or if there are economic or political disturbances, the residential real estate industry tends to perform poorly. Our revenue growth rate tends to increase as the real estate industry performs well, and to decrease when the real estate industry performs poorly.

COVID-19 Impact to Our Operations

In March 2020, the World Health Organization declared the outbreak of the COVID-19 coronavirus pandemic, which continues to spread throughout the United States and the world and has resulted in authorities implementing numerous measures to contain the virus, including quarantines, shelter-in-place orders, and business limitations and shutdowns.

The COVID-19 pandemic significantly affected the U.S. residential real estate market during the spring months. As a result of health concerns, stay-at-home orders and economic uncertainty, many metro areas saw a significant decline in home sales. In April and May, nationwide home sales dropped to their lowest levels since the housing and financial crisis that began in 2007, with a significant increase in the number of delisted homes. During that time, new listings and home buying activity were down significantly year over year, however, the combination of low supply and historically low interest rates allowed prices to remain steady.

Despite the large drops in home sales due to the pandemic, real estate activity began to improve in late spring, approaching pre-pandemic levels by the summer. Potential buyers started to increase their housing search and purchase activity by the end of May. Home showings per listing rose from their lows in March and April, and were well above pre-pandemic levels by May, aided by the increase in online and socially distant viewings. Housing supply did not recover at the same pace, with housing inventory down over significantly year-over-year in the second half of 2020.

Impact on Gross Transaction Value

As a result of uncertainty related to the COVID-19 pandemic, we saw a material slowdown in Gross Transaction Value in April and May of 2020 relative to the prior year period, which in turn contributed to a decline in our

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revenue during that time. Beginning in June 2020, Gross Transaction Value for our agents rebounded at a remarkable pace, with record-breaking monthly revenue each month from June through October in 2020, demonstrating the resilience of our business and the effectiveness of our differentiated platform.

We attribute the strong growth in the residential real estate industry and increased home prices across the United States in the second half of 2020 to the low interest rate environment, and continued record low inventory and mobility resulting from COVID-19. Stay-at-home orders and social distancing measures have driven a renewed interest in suburban and rural areas and driven many households to reevaluate the requirements of their homes, as their homes have become substitutes for offices, schools, restaurants and recreation facilities. Families are substituting home amenities (for example, swimming pools or swing sets) for community amenities (for example, parks or stadiums). This shift also places a greater value on the specific characteristics of a house and less on its location. Since the pandemic, there have been more first-time homebuyers and more people buying second homes as people who are able to work from home place less value on a shorter commute and are able to move farther from an office. Looking ahead, we believe the COVID-19 environment has accelerated technology adoption trends within our industry, and enhanced the value of a technology-based platform among real estate agents.

Our Actions in Response to COVID-19

The COVID-19 lockdowns fundamentally impacted the typical agent workflow. At the onset of the pandemic, we took several decisive actions to allow our agents to continue to operate their businesses and responsibly manage our business in the face of a potential downturn:

• Platform Enhancements: We rapidly mobilized our product teams, who accelerated elements of our product roadmap relevant to address the unique requirements of our agents during COVID-19, deploying Virtual Agent Services (such as virtual open houses and virtual tours) through our cloud-based technology platform;

• Operational Effectiveness: We quickly revamped our operations, processes and systems to recruit, onboard, and support agents and staff through a fully virtual model. We enabled agents to prospect, win and show listings, support home buyers and sellers, and close transactions, all virtually. This included remote payments, electronic signature, and eNotary capabilities. Additionally, we publicly launched Compass Academy, our digital learning and development platform, to support all agents across the industry, not just our agents, to help them adapt to the new realities of physical distancing and shelter-in-place;

• Safety & Regulatory: We monitored and communicated to agents local regulations as they evolved, and worked with regulators to establish safety guidelines and protocols across our markets. We also provided our perspective to Congress to encourage them to address the particular needs of agents in their relief plan and classify agents as essential workers; and

• Cost Management: Amidst uncertainty in the real estate market, we undertook an internal review of our cost structure, ultimately making changes to improve the strength of our business in the long term. We rapidly made changes to manage our expenses in a period of material business interruption, which included the following: we reduced full-time personnel headcount by 15%; reduced employee salaries for a subset of our employee base, including all executive management, for a period of three months; significantly reduced all discretionary spend; managed lease portfolio and temporarily slowed expansion activities; and implemented various cash management initiatives. As our business rebounded in the second half of 2020, we were later able to restore salaries and make our employees whole by delivering a one-time equity grant in the form of Restricted Stock Units, or RSUs, for the total reduction amount, and re-hired certain employees once conditions stabilized.

Second Half 2020 Impact and Our Outlook

Following year-over-year revenue declines in April and May 2020, we saw a dramatic increase in year-over-year revenue growth starting in June 2020. This momentum continued through the second half of 2020 across almost

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all of our markets, with the exception of New York City where the recovery has significantly lagged those trends observed in other markets.

More broadly, we believe that COVID-19 has accelerated the adoption of our technology platform, allowing our agents to not only continue to operate their businesses during the slowdown, but also to take advantage of the current market momentum. In addition, we have seen strong interest in our Compass Anywhere mobile agent offering, which provides location flexibility and a fully virtual support model well-suited to the COVID-19 working environment. Approximately         % of our newly recruited principal agents in 2020 opted to be Compass Anywhere agents. As of 2020, approximately         % of our Average Number of Principal Agents consist of Compass Anywhere agents, and we expect this percentage to increase in the future.

While our performance in the face of COVID-19 does not necessarily reflect our future performance in every industry downturn, our adaptable team, backed by our strong digital platform, proved its ability to respond quickly in times of significant market dislocation.

However, the full impact of the COVID-19 pandemic on the global economy and the extent to which the COVID-19 pandemic will continue to adversely impact our financial condition, results of operations, and cash flows remains uncertain. The extent and duration of the impact of the COVID-19 pandemic over the longer term remain uncertain and dependent on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of COVID-19, the extent and effectiveness of containment actions taken, including shelter-in-place orders, the timing, availability, and effectiveness of vaccines, and the impact of these and other factors on residential real estate values, real estate transaction behavior in general, and on our business in particular.

Components of Our Results of Operations

Revenue

We provide a leading, cloud-based platform designed to empower residential real estate agents in the United States to deliver exceptional service to their seller and buyer clients. We generate substantially all our revenue through our agents, by assisting home sellers and buyers in listing, marketing, selling and finding homes. We consider ourselves to be the principal in the transaction and recognize as revenue the gross amount of the commission we expect to receive in exchange for those services. Revenue is recognized upon the transfer of control of promised services to the home sellers or home buyers. Accordingly, real estate commissions are recorded as revenue at the point in time real estate transactions are closed (i.e., sale or purchase of a home).

Commissions paid to agents are recognized concurrently with associated revenue and are presented within the Commissions and other transaction-related expense line on our consolidated statement of operations.

We also recognize revenue from other adjacent services related to the home transaction such as title and escrow services. While revenue from these services was immaterial for 2018 and 2019, we expect revenue from these services to grow over time as we expand existing and add new adjacent services to our platform.

Operating Expenses

Commissions and other transaction-related expense

Commissions and other transaction-related expense primarily consists of commissions paid to our agents upon the closing of a real estate transaction, as well as stock-based compensation expense related to our agent equity program.

We also charge our agents technology and resource fees. These fees are either transaction based, where amounts are collected at the closing of a real estate transaction, or in the form of periodic fixed fees. These fees are recognized as a reduction to commissions and other transaction-related expense.

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We expect our commissions and other transaction-related expense to increase in absolute dollars over the long term as our revenue continues to grow. Our commissions and other transaction-related expense as a percentage of revenue is expected to fluctuate from period-to-period based on the mix of the commission arrangements we have with our agents, the technology and resource fees we collect, and the increase in adjacent services revenue. We anticipate additional commissions and other transaction-related expense during the year in which we complete this offering as a result of the stock-based compensation expense associated with our RSUs as described in the section titled “—Stock-Based Compensation.”

Sales and marketing

Sales and marketing expense consists primarily of marketing and advertising expenses, compensation and other personnel-related costs for employees supporting sales, marketing, expansion and related functions, occupancy-related costs for our regional offices, agent acquisition incentives and costs related to administering the Compass Concierge program, including associated bad debt expenses. Advertising expense primarily includes the cost of marketing activities such as print advertising, online advertising and promotional items, which are expensed as incurred.

Compensation and other personnel-related costs include salaries, benefits, bonuses, and stock-based compensation expense.

We plan to continue to invest in sales and marketing to attract and retain agents and increase brand awareness with home sellers and buyers. We expect that sales and marketing expense will increase on an absolute dollar basis to the extent that we continue to experience increased adoption of our platform. We expect sales and marketing expense to vary from period-to-period as a percentage of revenue for the foreseeable future and decrease as a percentage of revenue over the long term. We anticipate additional sales and marketing expense during the year in which we complete this offering as a result of the stock-based compensation expense associated with our RSUs as described in the section titled “—Stock-Based Compensation.”

Operations and support

Operations and support expense consists primarily of compensation and other personnel-related costs for employees supporting agents, third-party consulting and professional services costs, fair value adjustments to contingent consideration for our acquisitions and other related expenses.

We plan to continue to invest in operations and support to ensure success for our agents. We expect that operations and support expense will increase on an absolute dollar basis to the extent we continue to see growth on our platform. We expect operations and support expense to vary from period-to-period as a percentage of revenue for the foreseeable future and decrease as a percentage of revenue over the long term as a result of continued investments to improve the operational efficiency of our operations and support organization. We anticipate additional operations and support expense during the year in which we complete this offering as a result of the stock-based compensation expense associated with our RSUs as described in the section titled “—Stock-Based Compensation.”

Research and development

Research and development expense consists primarily of compensation and other personnel-related costs for employees in the product, engineering and technology functions, website hosting expenses, software licenses and equipment, third-party consulting costs, data licenses, and other related expenses.

We plan to continue to invest in research and development to maintain our platform and to support our technology infrastructure. We expect that our research and development expense will increase on an absolute dollar basis and vary from period-to-period as a percentage of revenue for the foreseeable future as we continue

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to invest in the research and development activities relating to ongoing improvements to and maintenance of our platform for agents, including the hiring of engineering, product development and design employees to support these efforts. We anticipate additional research and development expense during the year in which we complete this offering as a result of the stock-based compensation expense associated with our RSUs as described in the section titled “—Stock-Based Compensation.”

General and administrative

General and administrative expense consists primarily of compensation and other personnel-related costs for our executive management and administrative employees, including finance and accounting, legal, human resources, and communications, the occupancy costs for our New York headquarters and other offices supporting our administrative functions, professional services fees for legal and finance, insurance expenses and talent acquisition expenses.

We expect that general and administrative expense will increase on an absolute dollar basis and vary from period-to-period as a percentage of revenue for the foreseeable future as we focus on processes, systems and controls to enable our internal support functions to scale with the growth of our business. We expect to incur additional expenses as a result of operating as a public company, including expenses to comply with the rules and regulations applicable to companies listed on a national securities exchange, expenses related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, and higher expenses for directors’ and officers’ insurance, investor relations and professional services. We expect that general and administrative expense as a percentage of revenue will decrease over the long term. We anticipate additional general and administrative expense during the year in which we complete this offering as a result of the stock-based compensation expense associated with our RSUs as described in the section titled “—Stock-Based Compensation.”

Depreciation and amortization

Depreciation and amortization expense consists primarily of depreciation and amortization of our property and equipment, capitalized software and acquired intangible assets.

We expect depreciation and amortization expense will increase on an absolute dollar basis and vary from period-to-period as a percentage of revenue for the foreseeable future as we continue to invest in our platform to develop new functionalities, purchase technology through acquisitions and develop our technology infrastructure. We will also continue to invest in property and equipment, including leases, to support our overall growth.

Investment Income, net

Investment income, net consists primarily of interest, dividends and realized gains and losses earned on our cash, cash equivalents and short-term investments.

Benefit from Income Taxes

Benefit from income taxes consists of a partial reduction in the valuation allowance related to the carryover tax basis in deferred tax liabilities from acquisitions. We maintain a full valuation allowance against our deferred tax assets for U.S. income tax purposes because we have concluded that it is more likely than not that the deferred tax assets will not be realized.

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Results of Operations

The results of operations presented below should be reviewed in conjunction with the consolidated financial statements and notes included elsewhere in the prospectus. The following tables set forth our results of operations for the periods presented in dollars and as a percentage of revenue:

	Year Ended December 31,
	2018					2019
	(in millions, except percentages)
Revenue	$	884.7		100.0	%	$	2,386.0		100.0	%
Operating expenses:
Commissions and other transaction-related expense(1)		695.4		78.6			1,935.6		81.1
Sales and marketing(1)		174.3		19.7			382.8		16.0
Operations and support(1)		95.5		10.8			204.8		8.6
Research and development(1)		56.7		6.4			131.3		5.5
General and administrative(1)		85.7		9.7			92.4		3.9
Depreciation and amortization		14.8		1.7			40.9		1.7
Total operating expenses		1,122.4		126.9			2,787.8		116.8
Loss from operations		(237.7	)	(26.9	)		(401.8	)	(16.8	)
Investment income, net		8.4		0.9			12.9		0.5
Loss before income taxes		(229.3	)	(25.9	)		(388.9	)	(16.3	)
Benefit from income taxes		5.5		0.6			0.9		0.0
Net loss	$	(223.8	)	(25.3	)%	$	(388.0	)	(16.3	)%

(1) Includes stock-based compensation as follows:

	Year Ended December 31,
	2018		2019
	(in millions)
Commissions and other transaction-related expense	$	1.0	$	16.1
Sales and marketing		9.1		11.1
Operations and support		4.7		2.4
Research and development		4.0		2.8
General and administrative		33.7		5.0
Total stock-based compensation expense	$	52.5	$	37.4

Comparison of 2018 and 2019

Revenue

	Year Ended December 31,				$ Change		% Change
	2018		2019
	(in millions, except percentages)
Revenue	$	884.7	$	2,386.0	$	1,501.3		169.7	%

Revenue increased by $1,501.3 million, or 169.7%, for 2019 compared to 2018. The increase was primarily driven by an increase in the volume of transactions as a result of an increase in the number of agents that joined our company during 2018 and 2019, including an acceleration in our geographic expansion as we entered 13 new markets. The Average Principal Agents for 2019 was 6,845 compared to 2,700 for 2018, including agents we acquired through our 2018 acquisitions of Pacific Union International, Inc. and Paragon Real Estate Holdings, Inc.

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Operating Expenses

Commissions and other transaction-related expense

	Year Ended December 31,						$ Change		% Change
	2018			2019
	(in millions, except percentages)
Commissions and other transaction-related expense	$	695.4		$	1,935.6		$	1,240.2		178.3	%
Percentage of revenue		78.6	%		81.1	%

Commissions and other transaction-related expense increased by $1,240.2 million, or 178.3%, for 2019 compared to 2018. Commissions and other transaction-related expense was 78.6% of revenue for 2018 as compared to 81.1% for 2019. The increase in absolute dollar was primarily driven by an increase in the volume of transactions as a result of an increase in the number of agents that joined us and our expansion into new markets. The increase in commissions and other transaction-related expense as a percentage of revenue in 2019 compared to 2018 was primarily due to the mix of the commission arrangements we have with our agents driven, in part, by our rapid expansion into new markets with different local market practices with respect to commission structures. The increase was partially offset by an increase in technology and resource fees charged to our agents due to the increased number of agents.

Sales and marketing

	Year Ended December 31,						$ Change		% Change
	2018			2019
	(in millions, except percentages)
Sales and marketing	$	174.3		$	382.8		$	208.5		119.6	%
Percentage of revenue		19.7	%		16.0	%

Sales and marketing expense increased by $208.5 million, or 119.6%, for 2019 compared to 2018. The increase was primarily driven by an increase of $66.2 million in occupancy-related expenses due to an expansion of regional field offices, $54.2 million in agent marketing and advertising, $42.8 million in compensation and other personnel-related costs due to increased headcount, and $40.3 million in agent recruitment and other agent-related costs. The decrease in sales and marketing expense as a percentage of revenue in 2019 compared to 2018 was primarily due to economies of scale as we were able to grow revenue more quickly than the costs of our sales and marketing efforts.

Operations and support

	Year Ended December 31,						$ Change		% Change
	2018			2019
	(in millions, except percentages)
Operations and support	$	95.5		$	204.8		$	109.3		114.5	%
Percentage of revenue		10.8	%		8.6	%

Operations and support expense increased by $109.3 million, or 114.5%, for 2019 compared to 2018. The increase was primarily driven by an increase of $96.4 million in compensation and other personnel-related costs due to increased headcount. The decrease in operations and support as a percentage of revenue in 2019 as compared to 2018 was primarily due to economies of scale as we were able to grow revenue more quickly than the costs to support our agents.

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Research and development

	Year Ended December 31,						$ Change		% Change
	2018			2019
	(in millions, except percentages)
Research and development	$	56.7		$	131.3		$	74.6		131.6	%
Percentage of revenue		6.4	%		5.5	%

Research and development expense increased by $74.6 million, or 131.6%, for 2019 compared 2018. The increase was primarily driven by an increase of $47.0 million in compensation and other personnel-related costs due to increased headcount and $24.5 million in hosting, software and licensing fees as part of our investment in our platform and related technology initiatives. Although we continue to invest in our development efforts, the research and development expense as a percentage of revenue decreased in 2019 as compared to 2018 primarily due to compensation and other personnel-related costs growing at a slower rate relative to our revenue growth.

General and administrative

	Year Ended December 31,						$ Change		% Change
	2018			2019
	(in millions, except percentages)
General and administrative	$	85.7		$	92.4		$	6.7		7.8	%
Percentage of revenue		9.7	%		3.9	%

General and administrative expense increased by $6.7 million, or 7.8%, for 2019 compared to 2018. Included in general and administrative expense in 2018 was $30.7 million in compensation expenses recognized in connection with the sale of shares to investors by certain of our employees. Excluding the effect of this item, general and administrative expenses increased by $37.4 million. The increase was primarily driven by increases of $18.3 million in compensation and other personnel-related costs due to increased headcount, $8.0 million in legal, professional services and other administrative fees and $5.9 million of occupancy costs, primarily related to new administrative office spaces to support our growth. Our general and administrative expense as a percentage of revenue decreased in 2019 as compared to 2018 as certain of our administrative costs are fixed and did not increase with the increase in revenue.

Depreciation and amortization

	Year Ended December 31,						$ Change		% Change
	2018			2019
	(in millions, except percentages)
Depreciation and amortization	$	14.8		$	40.9		$	26.1		176.4	%
Percentage of revenue		1.7	%		1.7	%

Depreciation and amortization expense increased by $26.1 million, or 176.4%, for 2019 compared to 2018. The increase was primarily driven by an increase of $12.0 million in the amortization of intangible assets related to the full year impact of acquisitions completed in 2018 and $11.9 million in depreciation due to the increased capital expenditures. Depreciation and amortization expense as a percentage of revenue was consistent between 2018 and 2019 primarily due to higher amortization expense recognized related to the intangible assets acquired in our 2018 acquisitions.

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Investment income, net

	Year Ended December 31,				$ Change		% Change
	2018		2019
	(in millions, except percentages)
Investment income, net	$	8.4	$	12.9	$	4.5		53.6	%

Investment income, net increased by $4.5 million, or 53.6%, for 2019 compared 2018. The increase was primarily driven by higher average cash and cash equivalents and short-term investments balances in 2019 as compared to 2018.

Benefit from income taxes

	Year Ended December 31,				$ Change			% Change
	2018		2019
	(in millions, except percentages)
Benefit from income taxes	$	5.5	$	0.9	$	(4.6	)		(83.6	)%

Benefit from income taxes decreased by $4.6 million, or 83.6%, for 2019 compared to 2018. The decrease resulted from a smaller adjustment to the reduction in the valuation allowance related to the carryover tax basis in deferred tax liabilities from acquisitions when compared to the prior year.

Liquidity and Capital Resources

Since inception, we have generated negative cash flows from operations and have primarily financed our operations from net proceeds from the sale of convertible preferred stock and common stock. As of December 31, 2019, we had cash and cash equivalents and short-term investments of $547.2 million and an accumulated deficit of $825.1 million.

We expect that operating losses and negative cash flows from operations could continue in the foreseeable future as we continue to invest in the expansion of our business and sales and marketing activities. We believe our existing cash and cash equivalents and short-term investments, the Concierge Facility (which, as defined below, may be used to support our Compass Concierge program), and available access to equity and debt financing will be sufficient to meet our working capital and capital expenditures needs for at least the next 12 months.

Our future capital requirements will depend on many factors, including, but not limited to, growth in the number of our agents and the associated costs to attract, support and retain them, our expansion into new geographic markets, future acquisitions, and the timing of investments in technology and personnel to support the overall growth in our business. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to our stockholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations. There can be no assurances that we will be able to raise additional capital. In the event that additional financing is required from outside sources, we may not be able to negotiate terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition and results of operations could be adversely affected.

In addition to the foregoing, based on our current assessment, we do not currently anticipate any material impact on our long-term liquidity due to the COVID-19 pandemic. However, we will continue to assess the effect of the pandemic on our operations. The extent to which the COVID-19 pandemic will impact our business and operations will depend on future developments that are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the pandemic, any restrictions on the ability of hospitals and trial sites to conduct trials that are not designed to address the COVID-19 pandemic and the perceived effectiveness of actions taken in the United States and other countries to contain and treat the disease. While the potential economic impact brought by COVID-19 may be difficult to assess or predict, a widespread

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pandemic could result in significant disruption of global financial markets, reducing our ability to access capital in the future. In addition, a recession or long-term market correction resulting from the spread of COVID-19 could materially affect our business, financial condition and results of operations.

Concierge Facility

In July 2020, our subsidiary, Compass Concierge SPV I, LLC, or Concierge SPV, entered into a Revolving Credit and Security Agreement, or the Concierge Facility, with Barclays Bank PLC, as administrative agent, and the several lenders party thereto. The Concierge Facility provides for a $75.0 million revolving credit facility and is solely used to finance, in part, our Compass Concierge program. The Concierge Facility is secured by the assets of the Concierge SPV, which primarily consists of the purchased receivables and cash of the Compass Concierge program. The Concierge Facility is also guaranteed by us. Borrowings under the Concierge Facility accrue interest at rates equal to (i) the adjusted London interbank offered rate (LIBOR) multiplied by the Statutory Reserve Rate (as defined in the Revolving Credit and Security Agreement), plus the applicable margin, which may be adjusted, or an alternate rate of interest upon the occurrence of certain changes in LIBOR, or (ii) a rate based on the weighted average cost in respect of all commercial paper notes issued by a conduit administered by the Administrative Agent and used to finance loans extended by such conduit, plus the applicable margin. We are required to pay an annual commitment fee of 0.50% on a quarterly basis based on the unused portion of the Concierge Facility. The principal amount, if any, is payable in full in January 2022, unless earlier terminated or extended. As of December 31, 2020, there were $8.4 million in borrowings outstanding under the Concierge Facility.

We have the option to repay our borrowings under the Concierge Facility without premium or penalty prior to maturity. The Concierge Facility contains customary affirmative covenants, such as financial statement reporting requirements, as well as customary covenants related to the Concierge SPV, including affirmative covenants that restrict its ability to, among other things, incur additional indebtedness, sell certain receivables, declare dividends or make certain distributions, and undergo a merger or consolidation or certain other transactions. Additionally, in the event that we and our consolidated subsidiaries fail to comply with certain financial covenants, the commitments under the Concierge Facility will automatically be reduced to zero and we will be required to repay any outstanding loans under the Concierge Facility. As of December 31, 2020, we were in compliance with the covenants under the Concierge Facility.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

	Year Ended December 31,
	2018			2019
	(in millions)
Net cash used in operating activities	$	(189.4	)	$	(377.0	)
Net cash (used in) provided by investing activities		(627.1	)		389.9
Net cash provided by financing activities		857.2			350.2
Net increase in cash and cash equivalents	$	40.7		$	363.1

Operating Activities

For 2019, net cash used in operating activities was $377.0 million. The outflow was primarily due to a $388.0 million loss from operations adjusted for $75.2 million of non-cash charges and cash outflow due to changes in assets and liabilities of $64.2 million. The non-cash charges are primarily related to $40.9 million of depreciation and amortization expense, $37.4 million of stock-based compensation expense, $9.9 million due to changes related to contingent consideration and $6.8 million of bad debt expense. The changes in assets and

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liabilities increased cash outflow primarily due to a $84.8 million increase in Compass Concierge receivables due to the growth of the program which was launched in October 2018, an increase of $45.0 million in other current assets primarily related to increases in prepaid incentives for agents and an increase of $18.2 million in accounts receivable due to growth in revenue and timing of receipts. These increases in cash used in operations were partially offset by a $24.9 million increase in accrued expenses and other liabilities, primarily attributable to an increase of $21.5 million in accrued expense due to the timing of invoices and payments and accrued personnel and compensation costs due to increased employee headcount, a $21.8 million net increase due to increases in operating lease liabilities as compared to operating lease right-of-use assets and a $21.6 million increase in commissions payable as a result of increased revenue and the timing of commissions payments.

For 2018, net cash used in operating activities was $189.4 million. The outflow was primarily due to a $223.8 million loss from operations adjusted for $69.6 million of non-cash charges and a cash outflow due to changes in assets and liabilities of $35.2 million. The non-cash charges are primarily related to $14.8 million of depreciation and amortization and $52.5 million of stock-based compensation expense. The changes in assets and liabilities increased cash outflow primarily due to a $36.2 million increase in other current assets primarily related to increases in prepaid incentives for agents, a $20.7 million increase in accounts receivable primarily due to the growth in revenue and timing of receipts, and a $16.1 million increase in other non-current assets primarily due to the increase in prepaid incentives for agents. These increases in cash used in operations were partially offset by a $17.5 million increase in accounts payable due to timing of payments and increased spending to support our overall growth, a $16.3 million increase in accrued expenses and other liabilities primarily driven by an increase in accrued compensation of $10.9 million due to employee headcount growth and timing of payments and a $8.3 million increase in deferred rent due to new leases.

Investing Activities

During 2019, net cash provided by investing activities was $389.9 million consisting of $572.9 million in proceeds from the sale of marketable securities, partially offset by $70.7 million for purchases of marketable securities, $74.1 million in capital expenditures and $38.2 million in payments for acquisitions, net of cash acquired.

During 2018, net cash used in investing activities was $627.1 million, consisting of $726.9 million for purchases of marketable securities, $35.3 million in capital expenditures, $88.7 million in payments for acquisitions, net of cash acquired, partially offset by $223.8 million in proceeds from the sale of marketable securities.

Financing Activities

During 2019, net cash provided by financing activities was $350.2 million, primarily consisting of $343.3 million in net proceeds from the issuance of Series G convertible preferred stock and $7.6 million in proceeds from the exercise of stock options.

During 2018, net cash provided by financing activities was $857.2 million primarily consisting of $853.5 million in net proceeds from the issuance of Series E and Series F convertible preferred stock and $3.7 million in proceeds from the exercise of stock options.

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Contractual Obligations and Commitments

The following table summarizes our contractual obligations and commitments as of December 31, 2019:

	Payments Due by Period
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 years
	(in millions)
Operating lease obligations(1)	$	585.5	$	57.1	$	167.9	$	143.5	$	217.0
Estimated undiscounted contingent consideration payments(2)		14.8		4.3		8.7		1.7		0.1
Purchase obligations(3)		55.6		23.3		20.2		12.1		—
Total	$	655.9	$	84.7	$	196.8	$	157.3	$	217.1

(1) Consists of future non-cancelable minimum rental payments under operating lease obligations, excluding short-term leases.

(2) Represents cash contingent consideration payment under our acquisition agreements.

(3) Purchase obligations in the preceding table include agreements that are enforceable and legally binding on us and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum or variable price provisions, and the approximate timing of the transaction. For obligations with cancellation provisions, the amounts included in the preceding table are limited to the non-cancelable portion of the agreement terms or the minimum cancellation fee.

In July 2020, we entered into the Concierge Facility which matures in January 2022, unless earlier terminated or extended. As of December 31, 2020, there were $8.4 million in borrowings outstanding under the Concierge Facility. For additional information, see the section titled “—Liquidity and Capital Resources—Concierge Facility.”

Off-Balance Sheet Arrangements

We administer escrow and trust deposits which represent undistributed amounts for the settlement of real estate transactions. We are contingently liable for these escrow and trust deposits totaled $14.4 million and $24.7 million as of December 31, 2018 and 2019, respectively. We did not have any other off-balance sheet arrangements as of or during the periods presented.

Quantitative and Qualitative Disclosures about Market Risk

Market risk represents the risk of loss that may impact our financial position because of adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of exposure resulting from potential changes in interest rates or inflation.

Interest Rate Risk

Our cash, cash equivalents and short-term investments as of December 31, 2019 consisted of $547.2 million in cash, certificates of deposit, money market funds, U.S. government bills, commercial paper, and corporate bonds. Such interest-earning instruments carry a degree of interest rate risk. The goals of our investment policy are liquidity and capital preservation. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate exposure. We believe that we do not have any material exposure to changes in the fair value of these assets as a result of changes in interest rates due to the short-term nature of our cash, cash equivalents and short-term investments.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs become subject to significant inflationary pressures, we may not be able to fully offset

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such higher costs with increased revenue. Our inability or failure to do so could harm our business, financial condition, and results of operations.

Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition results of operations are based upon our consolidated financial statements included elsewhere in this prospectus. The preparation of our consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Actual results may differ from those estimates.

Our critical accounting policies are those that materially affect our consolidated financial statements and involve difficult, subjective or complex judgments by management. A thorough understanding of these critical accounting policies is essential when reviewing our consolidated financial statements. We believe that the critical accounting policies listed below are the most difficult management decisions as they involve the use of significant estimates and assumptions as described above.

See Note 2 to our consolidated financial statements included elsewhere in this prospectus for more information.

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09 (Topic 606) Revenue from Contracts with Customers. We adopted the new revenue standard on January 1, 2018 using the modified retrospective transition method. The adoption of this guidance did not have a material impact on our financial position, results of operations or cash flows.

We generate substantially all our revenue through our agents, by assisting home sellers and buyers in listing, marketing, selling and finding homes. As we provide the underlying brokerage services and control the services necessary to legally transfer real estate, we consider ourselves to be the principal in the transaction. As principal, we recognize as revenue the gross amount of the commission we expect to receive in exchange for those services. We recognize revenue from real estate commissions from the purchase or sale of a home upon the closing of a real estate transaction.

Stock-Based Compensation

We have granted stock-based awards consisting of stock options and RSUs to employees, agents, members of our board of directors, and non-employee advisors. The substantial majority of our stock-based awards have been made to employees and agents.

The majority of our outstanding RSUs contain both a service-based vesting condition and a liquidity-event based vesting condition. The service-based vesting condition for the majority of these awards is satisfied over four years. The liquidity event-based vesting condition is satisfied upon the occurrence of a qualifying event, which is generally defined as a change in control transaction or an initial public offering. Through December 31, 2019, no qualifying event has occurred, so we have not recognized any stock-based compensation expense for the RSUs with both a service-based vesting condition and a liquidity event-based vesting condition. In connection with this offering, we will begin recording stock-based compensation expense based on the grant-date fair value of the RSUs using the accelerated attribution method. If this offering had been completed on December 31, 2019, we would have recorded a cumulative stock-based compensation expense of $9.5 million for those RSUs for which the service-based vesting condition had been satisfied, and would have $22.3 million of unrecognized compensation expense that represents the RSUs that had not met the service-based vesting condition as of December 31, 2019. We expect to recognize the unrecognized compensation expense over a weighted-average period of 1.7 years.

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We account for stock-based compensation under the fair value recognition and measurement provisions, in accordance with applicable accounting standards, which requires compensation expense for the grant-date fair value of stock-based awards to be recognized over the requisite service period. We account for forfeitures when they occur.

We have elected to use the Black-Scholes option pricing model to determine the fair value of stock options on the grant date. The Black-Scholes option pricing model requires certain subjective inputs and assumptions, including the fair value of our common stock, the expected term, risk-free interest rate, expected stock price volatility, and expected dividend yield of our common stock.

These assumptions used in the Black-Scholes option-pricing model, other than the fair value of our common stock (see the section titled “—Common Stock Valuations” below), are estimated as follows:

• Expected term. We estimate the expected term based on the simplified method;

• Risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury constant maturity notes with terms approximately equal to the share-based awards’ expected term;

• Expected volatility. We estimate the volatility of our common stock on the date of grant based on the average historical stock price volatility of comparable publicly-traded companies in our industry group for a period equal to the expected life of the option as there has been no public market for our shares to date. We selected companies with comparable characteristics to it, including enterprise value, risk profiles, and position within the industry and with historical share price information sufficient to meet the expected term of the stock options; and

• Expected dividend yield. Expected dividend yield is zero percent, as we have not paid and do not anticipate paying dividends on our common stock in the foreseeable future.

The following table summarizes the weighted-average assumptions used in estimating the fair value of stock options granted to employees and non-employees during each of the periods presented:

	Year Ended December 31,
	2018			2019
Expected term (in years)		6.5			5.9
Risk-free interest rate		2.7	%		2.3	%
Expected volatility		45	%		45	%
Dividend rate		—	%		—	%
Weighted average grant-date fair value of options granted	$	14.03		$	26.16

We continue to use judgment in evaluating the expected volatility and expected term utilized in our stock-based compensation expense calculation on a prospective basis. As we continue to accumulate additional data related to our common stock, we may refine our estimates of expected volatility and expected term, which could materially impact our future stock-based compensation expense.

Common Stock Valuations

Prior to this offering, given the absence of a public trading market for our common stock, and in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held Company Equity Securities Issued as Compensation, our board of directors, and from June 2020 onward, the compensation committee of our board of directors, exercised its reasonable judgment and considered

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numerous objective and subjective factors to determine the best estimate of fair value of our common stock, including:

• independent third-party valuations of our common stock;

• the prices of the recent convertible preferred stock sales by us to investors in arm’s-length transactions;

• the price of sales of our common stock and preferred stock in recent secondary sales by existing stockholders to investors;

• our capital resources and financial condition;

• the preferences held by our convertible preferred stock classes relative to those of our common stock;

• the likelihood and timing of achieving a liquidity event, such as an initial public offering or sale of the company, given prevailing market conditions;

• our historical operating and financial performance as well as our estimates of future financial performance;

• valuations of comparable companies;

• the hiring of key personnel;

• the status of our agent recruitment, development, and sales efforts;

• the relative lack of marketability of our common stock;

• industry information such as market growth and volume and macro-economic events; and

• additional objective and subjective factors relating to our business.

Prior to this offering, in valuing our common stock, our board of directors, and from June 2020 onward, the compensation committee of our board of directors, determined the fair value of our common stock using an options-based allocation method that values the claim each security class has on the overall value of the enterprise, taking into account certain preferences and rights, in addition to giving consideration to recent secondary sales of our common stock. The aggregate equity value was determined based on the recent convertible preferred stock sales by us to investors. Additionally, beginning in late 2020 as the likelihood of an initial public offering became more imminent, the determination of the fair value of our common stock included estimates related to the valuation of our common stock in the scenario of an initial public offering, including assumptions related to the likelihood and timing of such an event.

Following this offering, it will not be necessary to determine the fair value of our Class A common stock, as our shares will be traded in the public market.

Based upon the assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the cover page of this prospectus, the aggregate intrinsic value of our stock options outstanding as of December 31, 2019 was $        million, with $        million related to vested stock options, and $        million related to unvested stock options.

Goodwill and Long-Lived Assets

When we acquire businesses, we allocate the purchase price to the fair value of the assets acquired and liabilities assumed, including identifiable intangible assets. Any residual purchase price is recorded as goodwill.

The fair value of identifiable intangible assets is based on significant judgments made by management. We typically engage third-party valuation appraisal firms to assist us in determining the fair values and useful lives of the assets acquired. Such valuations and useful life determinations require us to make significant estimates and

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assumptions. These estimates and assumptions are based on historical experience and information obtained from management of the acquired companies, and also include, but are not limited to, the timing and amount of expected future cash flows used in the valuation requires estimates, among other items, of revenue and agent retention rates, operating expenses and expected operating cash flow margins. The development of these cash flows, and the discount rate applied to the cash flows, is subject to inherent uncertainties.

An impairment of goodwill is recognized when the carrying amount of assets exceeds their implied fair value. The process of evaluating the potential impairment is highly subjective and requires the application of significant judgment.

We evaluate goodwill for impairment annually in the fourth quarter or whenever an event occurs that would cause us to revise our estimates and assumptions used in analyzing the value of our goodwill. Such evaluation could result in a non-cash impairment charge that could have a material impact on our financial results. For purposes of the annual impairment test, we assess qualitative factors to determine if it is more likely than not that goodwill might be impaired and whether it is necessary to perform the quantitative impairment test which considers the fair value of the reporting unit compared with the carrying value on the date of the test.

We evaluate long-lived assets, including finite-lived intangible assets and other assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Events or changes in circumstances that could result in an impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for our overall business, and significant negative industry or economic trends. If an event occurs that would cause us to revise our estimates and assumptions used in analyzing the value of our property and equipment or our finite-lived intangibles and other assets, that revision could result in a non-cash impairment charge that could have a material impact on our financial results. There were no triggering events identified during 2019.

As a result of the potential impact of COVID-19 pandemic in early March 2020, we prepared an analysis to determine whether there was a triggering event for a goodwill impairment test. Based on the results of our analysis, we determined that it was more-likely-than-not that our fair value was greater than net book value and that we did not have a “triggering event” requiring a quantitative or Step 1 assessment of goodwill. Although our assessment of the qualitative considerations clearly indicated that we had been significantly impacted by the economic disruption caused by COVID-19 in 2020, based on a review of macroeconomic and industry considerations, we expected the business to recover in the second half of 2020 and to further recover in 2021. In addition, we believe we have sufficient liquidity to withstand the downturn and be in a positive position when businesses are expected to recover. Based on the above, we also determined that there was no triggering event for an impairment assessment of our long-lived assets.

There is significant uncertainty regarding the economic disruption caused by the COVID-19 health crisis and its impacts on the global growth forecast, and our ability to recover in line with those considerations. In addition, there is significant uncertainty regarding the timing of economies reopening and the impacts from government and central bank actions. Notwithstanding these uncertainties, the above represents our best assessment of our current position. We will continue to monitor developments including updates to our forecasted revenues, expenses and cash flow and an update of our assessment and related estimates may be required in the future as the situation evolves. If the extent and duration of the economic disruption caused by the pandemic is longer or more severe there could be a material impact to our revenue and expected cash flows and in turn the recoverability of our goodwill balance.

Compass Concierge

In 2018, we launched the Compass Concierge Program, or Compass Concierge, for home sellers who have engaged us as their exclusive listing agent. The initial program is based on a services model, or Concierge

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Classic. The Concierge Classic program provides for the payment of the up-front costs of specified home improvement services provided by unrelated vendors. In 2019, the Compass Concierge Program was expanded to include Concierge Capital, a loan program offered by an independent third-party lender via a commercial arrangement with Compass Concierge.

Payment under Compass Concierge is due at the earlier of a successful home sale, the termination of the listing agreement, or one year from the date in which costs were originally funded. We exercise significant judgment in estimating the timing, frequency and severity of losses. The allowance for doubtful accounts is adjusted based on our consideration of whether the underlying property will be sold, the age and nature of the accounts outstanding, as well as risk of specific non-payment.

Leases

We determine if a long-term contractual obligation is a lease at inception. Our operating leases primarily relate to agent and corporate offices. We record our lease liabilities at the present value of the lease payments not yet paid, discounted at our incremental borrowing rate. Management uses their judgement in determining our incremental borrowing rates by making estimates and assumptions about our credit rating and interest rate spread in similar economic environment where the leased asset is located.

Income taxes

We utilize the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to settle. The effect on deferred tax assets and liabilities resulting from a change in tax rates is recognized as income or expense in the period that includes the enactment date. Deferred tax assets and liabilities are classified as noncurrent in accordance with ASU No. 2015-17. Valuation allowances are established against deferred tax assets if it is more likely than not that they will not be realized.

We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. We continuously review issues raised in connection with ongoing examinations and open tax years to evaluate the adequacy of its tax liabilities. Our policy is to adjust these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on its financial condition and operating results. The provision for income taxes includes the effects of any reserves that we identify.

Recent Accounting Pronouncements

See Note 2 to our audited consolidated financial statements included elsewhere in this prospectus for a description of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted.

Internal Controls Over Financial Reporting

As a high-growth company, we are still in the process of developing our internal processes and procedures to accommodate our rapid growth in recent years. In the course of preparing the consolidated financial statements that are included in this prospectus, our management determined that we have material weaknesses in our internal controls over financial reporting. These material weaknesses primarily relate to our failure to design, maintain, and document sufficient oversight of activities related to our internal control over financial reporting

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due to a lack of an appropriate level of experience and training in internal control over financial reporting commensurate with public company requirements; formal accounting policies, procedures, and controls related to substantially all of our business processes to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over account reconciliations, segregation of duties and the preparation and review of journal entries; IT general controls for information systems and applications that are relevant to the preparation of the consolidated financial statements. These material weaknesses could result in material misstatements of our financial statement account balances or disclosures of our annual or interim financial statements that would not be prevented or detected. We have concluded that these material weaknesses in our internal controls over financial reporting occurred because, prior to this offering, we were a private company and did not have the internal controls necessary to satisfy the accounting and financial reporting requirements of a public company.

In order to remediate these material weaknesses, we have taken and plan to take the following actions:

• continuing to hire personnel with public company experience as our company continues to grow;

• providing additional training for our personnel on internal controls over financial reporting;

• implementing additional controls and processes, including those that operate at a sufficient level of precision or that evidence performance;

• implementing processes and controls to better identify and manage segregation of duties; and

• engaging an external advisor to assist with evaluating and documenting the design and operating effectiveness of internal controls and assisting with the remediation of deficiencies, as necessary.

We and our independent registered public accounting firm were not required to, and did not, perform an evaluation of our internal controls over financial reporting as of December 31, 2019 or any prior period in accordance with the provisions of the Sarbanes-Oxley Act. Accordingly, we cannot assure you that we have identified all, or that we will not in the future have additional, material weaknesses. Material weaknesses may still exist when we report on the effectiveness of our internal controls over financial reporting as required under Section 404 of the Sarbanes-Oxley Act after the completion of this offering

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BUSINESS

VISION, STRATEGY & MISSION

We envision a world where the experience of selling or buying a home is simple and pleasant for everyone. Our strategy is to replace today’s complex, paper-driven, antiquated workflow with a seamless, all-digital, end-to-end platform that empowers real estate agents to deliver an exceptional experience to every seller and buyer. Our agent-centric platform is at the heart of our mission to help everyone find their place in the world.

OVERVIEW

Compass provides an end-to-end platform that empowers residential real estate agents to deliver exceptional service to their seller and buyer clients. Our platform includes an integrated suite of cloud-based software for customer relationship management, marketing, client service and other critical functionality, as well as brokerage services and value-added services, all custom-built for the real estate industry. Fundamentally, we believe that agents are, and will continue to be, central to residential real estate transactions. We help agents grow their businesses, serve more clients, save time, and stand out as valued, trusted and professional advisors in real estate transactions.

Through 2020, our agents have represented either sellers or buyers of more than 250,000 homes worth more than $280 billion. Our agent-first approach and differentiated platform have delivered strong results for our agents and their clients in 2020:

• our agents close an average of 19% more transactions measured from their first year compared to their second year at Compass;

• our agents sold homes in 21% fewer days, on average, relative to agents at firms with comparable average home sale values in our MLS Cities;

• on average, 88% of our agent teams used our proprietary technology platform at least once per week, of which approximately two-thirds used it daily;

• our principal agent retention rate exceeded 90%; and

• our agents are strong advocates, giving Compass a Net Promoter Score of 68.

Residential real estate is one of the largest and most complex industries in the world. According to the National Association of Realtors, or NAR, in 2019, more than 5.3 million homes were sold in the U.S., representing over $2.0 trillion in transaction value. Housing is the single largest consumer expenditure in the U.S., and homes are often a substantial source of household wealth.

Selling and buying a home is one of the most significant financial events in an individual’s life and often one of the most complex, time consuming, and consequential. Given the unique nature of each property, location, buyer, seller, negotiation, title and financing, a real estate agent’s role as the driver of the majority of the workflow is indispensable. According to NAR’s 2020 Profile of Home Buyers and Sellers, 89% of home sellers and 88% of home buyers use a real estate agent or broker, levels that have remained consistent over the last 10 years with 2011 levels at 87% and 89%, respectively.

When advising the seller, agents typically help price the property, prepare it for sale with renovations, staging and photography, provide the seller with a full-service marketing program, list the property on a variety of portals, advertise it digitally and in print, show the property to prospective buyers, advise on sale negotiations, and prepare for and coordinate the closing of the transaction.

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When advising the buyer, agents typically locate specific properties that meet the buyer’s personal and financial parameters, tour properties with the buyer, help evaluate the pros and cons of each property, assist in preparing the bid and negotiating, refer adjacent service providers such as title and escrow agencies, mortgage brokers, real estate lawyers, home inspectors, movers, contractors and painters, and prepare for closing the transaction.

We believe the best agents are dynamic business owners, responsible for every function from attracting and retaining clients to managing finance and operations. We believe these entrepreneurs are needlessly constrained by a plethora of disconnected technology solutions, manual processes and antiquated systems. The vast majority of technology products built for agents are narrow point solutions, requiring agents to spend significant time away from their clients wrangling multiple, disjointed technology tools and manually transporting data among these tools. These inefficiencies not only frustrate agents, but also limit their ability to effectively serve their clients.

We have built an integrated software platform that helps agents operate with the sophisticated capabilities of a modern technology company and the personal attention and service of a dedicated advisor. Using proprietary data, analytics, AI and machine learning, our platform delivers a broad set of industry-specific capabilities for agents and their clients.

We continuously innovate and enhance our software platform with the goal of digitizing and automating all real estate workflows that empower agents to acquire and serve clients. The caliber and pedigree of our technology leadership helps us attract and retain top-tier software engineers and AI talent globally. We have a team of over 650 highly experienced product and engineering professionals based out of our innovation hubs in New York, Seattle, Washington, D.C., and Hyderabad, India.

We complement our software with additional services that make our agents more successful, enabling them to advise on multiple aspects of the residential real estate process. Compass Concierge is a program in which we provide homeowners access to interest-free capital to front the cost of home improvement services for their seller clients and is designed to increase the sale value of the home and decrease its time on market. Our title and escrow services increase transparency and deliver a more integrated closing process for the consumer.

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We obsess over our agents’ success. We offer training and coaching, sales management, listing and transaction coordination, commission processing, and marketing design and consulting so that our agents can achieve their full potential.

Our business model is based on shared success: we succeed when our agents succeed. As the Compass platform delivers more value to agents, more agents with established real estate businesses join the platform. As those agents deliver excellent experiences to their clients, they generate more repeat and referral business, in turn increasing transaction volumes. This growth enables us to invest further in the platform and propel a virtuous flywheel.

Our bold mission, agent-centric strategy, and comprehensive digital platform positions us to capture a sizable opportunity in the residential real estate market, one of the largest asset classes in the world. We estimate that agents drive approximately $100 billion of commissions in the U.S. and sit at the center of substantial additional spend directly and indirectly related to the home transaction. Our long term market opportunity is comprised of brokerage commissions, paid marketing services, and spend from other components of the real estate ecosystem, including closing services (title, escrow, and mortgage) and other real estate services. We view our serviceable addressable market, or SAM, in the United States to be over $175 billion and our total addressable market, or TAM, globally, over the long term, to be over $565 billion.

We had 15,377 agents on the Compass platform as of December 31, 2019. A subset of our agents are considered principal agents, either agents who are leaders of their respective agent teams or individual agents operating independently on our platform. We had 8,054 principal agents on the Compass platform as of December 31, 2019. We currently cover 44 markets across the United States, defined as metropolitan statistical areas, or MSAs, according to the U.S. Census Bureau.

In 2019, our agents transacted over $96 billion in residential real estate – or approximately 5% of the U.S. market – up from $35 billion in 2018. We currently generate substantially all of our revenue from commissions paid for these transactions and believe there remains significant opportunity for us to continue to add agents to our platform, and grow their respective market shares. Additionally, we are well-positioned to capture meaningful revenue from adjacent services as we continue to expand and diversify our offerings within the real estate ecosystem.

Our business has experienced rapid growth. In 2019 and 2018, our revenue was $2.4 billion and $884.7 million, respectively, representing a year-over-year increase of 170%. Our net losses were $388.0 million and $223.8 million in 2019, and 2018, respectively.

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THE COMPLEXITY OF THE AGENT WORKFLOW

Real estate agents are CEOs of their businesses, positioned at the center of a highly-specialized, multi-party workflow which involves complexity generally unseen by the buyer or seller. Agents serve as the liaison between their client, the counterparty and many other stakeholders related to the transaction. In addition to serving their clients directly, agents recommend, as appropriate, adjacent service providers from pre-sale to post-close.

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AGENTS ARE AT THE CENTER OF ONE OF THE WORLD’S LARGEST MARKETS

According to NAR, there were 5.3 million existing homes sold in the U.S. in 2019 that generated $2.0 trillion in transaction value. We estimate that an aggregate $100 billion in commissions were paid from these transactions. Residential real estate transactions are at the center of a broad array of industries, including home construction, real estate brokerage, mortgage lending, title insurance and other adjacent services that drive a massive amount of economic spend – NAR estimates that the median residential real estate transaction leads to roughly $85,000 of economic impact.

Despite various “agentless” models such as iBuying and for-sale-by-owner, nearly 90% of sellers and buyers in the U.S. work with real estate agents. The agent’s central role gives them a position of leverage in each transaction and in the market at large. They sit at the center of the workflow for the seller or buyer, provide recommendations for closing services (title and escrow services, mortgage, bridge loans and legal) and vendor referrals post-closing (home insurance, warranty, moving services, interior design and internet).

Agents spend significant time cultivating their sphere of influence, and a substantial portion of their business comes from repeat clients and referrals. According to NAR, in 2020, 73% of home sellers and 60% of home buyers chose to work with an agent they had used in the past or found their agent through a referral. The relationship between the agent and the client often starts with a transaction and endures many years into the future — a byproduct of this strength is clients referring their agents to friends, neighbors, and relatives. Accordingly, each new client can yield significant lifetime value for agents.

Agents have access to public and non-public data related to the transaction, plus the historical experiences and pattern recognition of past transactions. This gives them unique visibility and insights and an unmatched ability to provide client advice and judgement.

As the CEOs of businesses at the center of a massive ecosystem with a multitude of stakeholders, agents have a unique position of influence and enable a large market opportunity.

EXISTING TECHNOLOGIES DO NOT ADEQUATELY SERVE THE MARKET

Many Real Estate Agents Are Inhibited by Manual, Time-Consuming Processes

Technology has transformed most professions for the better, but the real estate agent experience has remained largely unchanged in terms of the time-consuming, inefficient processes that are required to help their clients buy and sell homes. The hyper-local nature of the industry makes each transaction unique, requiring nuanced knowledge of the market, the property, and individuals’ needs. The typical agent spends a substantial portion of their time on administrative tasks that could be greatly enhanced by technology, such as managing client collaboration, coordinating tours, organizing appointments, creating marketing content, and effectively running multiple processes concurrently. Time spent on manual tasks that could be enhanced by technology has significant opportunity costs for the agent – less time available to cultivate new client relationships, service their existing client base and grow their businesses.

The Real Estate Industry Has Lagged in Technological Innovation, and What Innovation Has Occurred Has Not Addressed Agents’ Core Challenges

Despite the inefficiencies associated with real estate transactions, the industry has been slow to adopt technology, particularly as it relates to the agent.

• Established technology companies have not provided comprehensive solutions, at scale, to address the pain points that plague agents and auxiliary participants in the real estate economy;

• Some companies have developed point solutions for agents, but the lack of integration and narrow focus of that software has further complicated the agent experience. Often, these point solutions are

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provided by sub-scale, under-capitalized companies with limited ability to support and upgrade the product or make it available in a mobile context;

• Many companies have tried to build solutions to displace the agent, rather than empower them; and

• The vast majority of spend in the industry has focused on the consumer (primarily the homebuyer), in the form of consumer-facing search portals. Consequently, the home seller and the real estate agent have largely been ignored.

These constraints limit the ability of even the best agents to serve more clients and provide them with world-class service.

THE OPPORTUNITY

We believe that real estate agents are an underserved group of business owners, and by providing them with a seamless, end-to-end platform, we can unlock enormous untapped economic potential.

As we continue to build everything agents need in a single, integrated platform, we believe more great agents will continue to come to Compass. As more great agents join us, our platform helps them provide great experiences to more buyer and seller clients. The ability to create great client experiences drives continued business for agents with repeat and referral clients. This ultimately generates more revenue for the agent, and in turn, for Compass, which enables us to invest more into enhancing the platform. These investments further empower agents to grow their businesses efficiently and effectively. Our platform and business innovations are focused on accelerating this flywheel.

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OUR PLATFORM

We are simplifying today’s complex, paper-driven, antiquated workflow to empower real estate agents to deliver an exceptional experience to every buyer and seller. Our platform is a combination of integrated software as well as value-added services, all tailored to the real estate industry.

We design our platform for simplicity and flexibility. Given a significant amount of an agent’s time is spent on the move, our powerful iOS and Android mobile apps allow agents to take advantage of the full functionality of our platform, no matter where they are. The efficiencies that agents gain from adoption of our technology give them the opportunity to spend more time with their clients. Our platform is developed by engineering, product and design talent from the most distinguished companies in the technology industry.

With beautifully designed, consumer-grade user interfaces and an integrated set of workflows backed by powerful AI-driven analytics and insights, Compass provides our agents with a combination of ease-of-use and comprehensive, enterprise-grade software. This type of integrated platform, at scale, is unique in the real estate industry.

Our Integrated Platform Empowers Agents to Win More Clients and Serve Both Sellers and Buyers

Attracting and Retaining Clients

Our platform provides a strong foundation for agents to create and foster client relationships. Our powerful CRM platform enables agents to develop automated yet customizable “drip campaigns” to stay in touch with their contacts at key moments and over time. Through our Marketing Center, agents can market their own personal brands by creating marketing collateral – digital ads, videos, listing presentations, email newsletters, print advertising and signage – as well as execute marketing campaigns, with mere minutes of effort. Our agents designed over a million different pieces of marketing content through our platform in 2020.

Powered by AI, our CRM provides recommendations to agents on whom to contact as potential sellers or prospective buyers. As a result, our agents are able to focus their energy on high value clients, which can lead to more transactions and more revenue. For example, our “Likely To Sell” recommendations led to a 61% higher win rate for our agents, compared to properties we did not identify as likely to sell, in the second half of 2020.

Advising Sellers

Our platform enables agents to sell more homes in less time for a better price. In 2020, our agents sold homes in 21% fewer days, on average, relative to agents at firms with comparable average home sale values in our MLS Cities. We define MLS Cities as large cities we serve and which have a multiple listing service, and currently consist of: San Francisco, Washington D.C., Boston, Los Angeles, Miami Beach, Dallas, Chicago, San Diego, Seattle, Atlanta, Austin, Denver, Houston, Philadelphia and Nashville. We consider firms with comparable average home sale values to be those with an average home sale value within 20% of ours. We believe we provide agents with the solutions and data they need to effectively list and market properties and run the sale process more efficiently.

When it comes time to list and market a home, our agents can utilize services such as Compass Concierge which is designed to increase the sale value of the home and decrease the time on market. Sellers on our platform who use Compass Concierge are nearly twice as likely to sell their home in 60 days relative to the average MLS listing in the markets in which we operate. Our intuitive, comprehensive Marketing Center gives agents a powerful suite of tools they can use to easily create tailored marketing materials and execute marketing campaigns for any listing, seamlessly connecting to a multimedia repository containing a listing description, photos and floorplan, across digital, social, email, video and print channels, helping them attract buyers quickly and efficiently. Our AI-powered comparative market analysis tool, or CMA, enables agents to optimize pricing strategies for their clients, leveraging data on past sales and current listings to suggest representative comparable properties. Agents can also use our platform to conduct virtual tours and livestream open houses through our Open House App to ensure listings receive ample attention.

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When advising a seller, our services to the agent extend beyond the sale of the home. In preparing for and closing the transaction, our agents can use our platform to recommend and offer adjacent services to their clients such as title and escrow and referrals to service providers post-closing.

Advising Buyers

Our platform enables agents to locate desirable properties at attractive prices for buyers. Our agents provide their clients with access to comprehensive inventory, including private listings, help them understand local market dynamics, tour properties, prepare and close offers, and better manage the overall home buying process.

With Compass Collections, a curated visual workspace, our agents and their clients can easily find and organize homes of interest and then tag and discuss specific properties through an integrated chat feature. With near real-time search alerts and notifications, clients can monitor new listings and gain an edge in securing properties of interest.

Once properties of interest are identified, our solutions enable agents to conduct virtual and in-person tours for their clients. Using our CMA, agents can better understand the pricing dynamics of specific markets, neighborhoods and home features, ultimately providing informed advice regarding potential offers. We also provide our agents with access to services associated with closing a home purchase, such as title insurance and escrow services in selected markets.

OUR AGENTS AND THEIR CLIENTS

Who are our agents?

Our agents are the chief executives of their businesses, responsible for every function from sales and marketing to finance, advertising, HR, client management, operations, and content creation. We attract agents and partner with them as independent contractors who affiliate their real estate licenses with Compass, and they operate on the Compass platform and under the Compass brand. We attract high-performing agents to our platform, often with significant books of business and an established base of repeat and referral clients, who generally seek to follow them to Compass.

Why do agents come to Compass and why do they stay?

Agents come to Compass because we recognize them as the entrepreneurs and CEOs they are and provide them with a platform that empowers them to deliver exceptional service to their clients. We enable them to attract more clients, generate more revenue, save time and reduce operating costs, ultimately facilitating a quantifiable, positive impact to their bottom line. Our agents close an average of 19% more transactions measured from their first year compared to their second year at Compass, due to the collective benefits of our platform. Our focus on agent training and enrichment, coupled with the benefits agents receive from the scale of our network, leads to high retention rates—our principal agent retention rate exceeded 90% in both 2018 and 2019.

Why do our agents’ clients choose to work with Compass agents?

Our agents’ clients are the individuals, couples, and families looking to sell or buy a home, apartment, condo, or other residential property. Compass agents deliver superior outcomes and a simpler, more digital experience, in line with what modern consumers have come to expect. Buyers have access to relevant and comprehensive inventory, and sellers are exposed to a broad and targeted set of buyers. Through Compass agents, buyers and sellers can utilize and coordinate pre- and post-transaction services to fit their needs. We believe the depth and strength of the Compass network of trusted advisors evokes confidence in buyers and sellers while they navigate one of the most important financial transactions of their lives.

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THE COMPASS ADVANTAGE

Differentiated and Integrated Technology. We are at the forefront of innovation in the residential real estate sector. Underpinning our cloud-native platform is a modular and proprietary code base that leverages AI extensively, and a large and talented engineering, product and design team that is focused on building a platform crafted for simplicity and scalability. Our end-to-end, mobile-first platform is built for simplicity and scale, provides a truly differentiated real estate experience and creates a competitive moat. Our technology not only empowers our agents but also powers Compass’ internal operations, allowing us to improve our operating leverage over time.

Strategy Centered on the Agent. Nearly 90% of real estate transactions involve an agent, despite efforts in the last decade by many companies to disintermediate them. We have consistently focused on the agent, who has been underserved by industry innovation, because we recognize the critical role they occupy at the center of the real estate transaction. Our business is designed for complete alignment with our agents—our platform, product roadmap and strategy all revolve around driving their success. We have a strong track record of building products and services that deliver results for our agents because our products and services are often inspired by agent input, beta tested by agents, and refined based on agent feedback. We build what agents need to succeed, because they are the key liaisons to stakeholders across the ecosystem. Our unwavering focus on the agent provides a strategic advantage.

Top-Tier Agent Talent. We believe the most talented agents want to work at Compass because we have specifically built our business to help even the most sophisticated agents achieve the best outcomes of their career. Our agents are influential high performers in their respective markets, many of whom came to Compass because they wanted to maximize their potential and deliver superior results for their clients—and their prior firms were not empowering them to do so. Because we treat each agent as the CEO of her or his business, we have success attracting agents to our platform. To nurture our agent talent, our self-service Compass Academy program allows for shared learning from among the highest performing Compass agents.

Data-Driven Insights Advantage. Our principal agent teams and their transactions have driven over 13 million sessions on our platform since 2018, helping power our machine learning algorithms and creating a data advantage for Compass. This unique access to data and our AI/ML expertise, provides valuable insights and actionable recommendations to our agents. The resulting technology, which is being continuously updated, makes it easier for agents to run their business with us, accelerates our ability to identify patterns in data, improves our recommendations and advice, and streamlines client and transaction management. For example, our “Likely To Sell” recommendations led to a 61% higher win rate for our agents, compared to properties we did not identify as likely to sell, in the second half of 2020. We believe that a lack of access to real-time transaction data across markets and at scale makes it difficult to replicate the experience we provide to our agents and creates a competitive moat around the innovations we have developed for our agents

Strong Network Effects Due to Scale. According to Real Trends, Compass is the largest independent brokerage in the United States by Gross Transaction Value, which positions us to capture spend across the real estate ecosystem. As more top agents continue to join our platform, more home sellers, home buyers, and third-party service providers become part of our ecosystem and further strengthen the platform. As agents increasingly use our platform, the platform gains real-time insights into critical home sale information, such as open house attendance, bid-ask spreads, and features of homes generating interest, valuable to all agents and their clients. As we expand and gain a better understanding of the market dynamics in certain regions, we refine our strategy as we expand into others. This dynamic creates a competitive moat.

Premier Technology Leadership and a Culture of Innovation. Our founder-led team brings significant experience in building industry-leading software. Our engineering team is led by industry leaders with extensive experience at the world’s largest technology companies. Our accomplished technology team helps us attract and retain additional talented engineers.

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A Brand That Recruits. Our brand stands for top-tier agents harnessing superior technology to deliver superior outcomes for their clients. Our technology allows us operate our business more efficiently and onboard high-performing agents seamlessly. In an industry that is often unsupportive and cut-throat, we have developed a strong internal culture and external brand reputation—we function as a team and enrich the communities in which we operate. With an agent NPS score of 68 in 2020, the quality of our brand helps us acquire and retain top-performing agents. As we continue to invest our brand, we implicitly enhance the personal brands of our agents.

GROWTH STRATEGY

Attract High-Performing Agents in Existing Markets

Even though we have leading market share in key geographies, we continue to add high-performing agents in our current markets. Our dedicated enterprise sales team, unique in the real estate industry, is tasked with identifying and attracting high performers who are viewed by their peers to be ethical and collaborative. Moreover, the power of our network drives word-of-mouth referrals from our agents, creating opportunities for highly vetted agents to join Compass, while our data-driven approach helps us to optimize our process for identifying, attracting and onboarding new agents. In our top three MLS Cities by sales volume, our market share was 26% as of December 31, 2020. For the ten MLS Cities launched in 2018, our average market share has grown to approximately 10% as of December 31, 2020.

In addition, we see significant opportunities to attract top agents as we expand our footprint into new submarkets within our existing markets. For example, in 2020, we expanded our presence in the New York region to include new submarkets such as Long Island and Northern New Jersey. Submarket expansion allows us to grow our footprint and our agent base efficiently, capitalizing on our brand recognition, existing infrastructure and localized knowledge.

Expand to New Domestic Markets

We have a demonstrated track record of successfully expanding into new markets. Faster data integration and ingestion, more efficient agent onboarding, and the ability to customize our solutions to local market requirements have allowed us to enter new markets more quickly and effectively over time. From 2012 through 2016, we expanded at a rate of approximately 1.5 new markets per year, then accelerated the pace of our expansion in 2017 and 2018 to approximately 1.5 new markets per quarter. We focused on building out and improving our operations platform for long-term scalability in 2019 and 2020—as of December 31, 2020 we operated in 44 markets across 18 states. In each of our markets, we launch in partnership with an initial team of principal agents whose reputation helps fuel growth. Compass’ expansion team works closely with our enterprise sales team to drive agent growth.

We also recruit agents onto our platform via Compass Anywhere, our mobile agent offering tailored to the needs of agents looking for more flexibility in operating their businesses. This program allows us to attract and serve talented agents cost-efficiently through a fully virtual support model. Principal agents who have opted for Compass Anywhere represented approximately         % of our Average Number of Principal Agents in 2020.

Build Software That Makes Agents More Productive

We continue to add new functionality and improve our existing solutions with the goal of providing a seamless, integrated workflow that helps to save agents time, money and hassle. We continually improve our beautifully-designed, consumer-grade user interfaces, providing agents a suite of solutions that is powerful yet easy to use, comprehensive but straightforward—all with the aim of creating an integrated workflow unrivaled in the industry. Our agent feedback loop and early agent beta access are key components of our new product development cycle and are critical to delivering software that helps agents run their businesses more effectively.

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Develop a Broader Set of Solutions to Capture More Spend

The Compass platform fills critical gaps in the real estate ecosystem by providing solutions across the transaction lifecycle. We intend to continue to develop solutions to strengthen the agent-client relationship. As we broaden our platform, we unlock additional opportunities to help agents win more clients and close more home transactions. We will also look to broaden the suite of integrated services that are a natural extension of the home transaction beyond our existing title and escrow offering. We are confident in our ability to further capture adjacent markets such as mortgage loan origination, insurance, and home warranty, all of which extend our agents’ ability to generate value for their clients while also providing Compass economic upside. We believe our position within the real estate spend ecosystem will enable us to continue to drive growth.

Execute Opportunistic M&A

We will continue to evaluate potential acquisitions in the real estate technology ecosystem that can bolster the value of our fully integrated platform and accelerate initiatives in our product roadmap. For example, in 2020 we acquired Modus, a title and escrow software company, expanding our capabilities into a critical component of the transaction. Additive capabilities will allow us to continue to provide our agents with the most relevant technology solutions and value-added services to help them drive maximum efficiency and close more transactions.

Expand Internationally

We aim to expand into markets outside the United States, starting with markets that embody a similar real estate dynamic, such as Canada, Western Europe, and Australia. While we currently remain focused on capturing the broader U.S. market, we continue to assess opportunities to expand internationally.

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PLATFORM CAPABILITIES

Our platform aims to digitize, integrate and simplify all real estate workflows for agents and their clients. It is built on the premise that integration and ease of use are foundational to enabling agents to more effectively run their businesses and serve their clients. Our platform is a proprietary cloud-native software service with mobile apps that allow agents to manage their business anytime and anywhere. We build beautifully designed consumer-grade user interfaces, automated and simplified workflows for agent-client interactions, and insight-rich dashboards and reports backed by AI and integrated data assets.

We empower our agents with capabilities such as:

• Customer Relationship Management. Given that the high percentage of repeat and referral business done by our agents, their future transaction pipeline exists within their sphere of influence. The Compass CRM provides agents with an easy-to-use interface that is both powerful and automated, enabling agents to cultivate their sphere, nurture and grow relationships and close more sales. Our CRM leverages AI to provide recommendations and insights, and integrates with other parts of our platform such as Marketing Center to create engaging content.

Compass CRM

            

• AI-Driven Client Prospecting Recommendations. AI can help agents decide when and how to engage with their contacts to win more listings and clients. This technology recommends specific clients in an agent’s contact database that are more likely to sell their home, based on various data points like neighborhood sales trends, length of ownership, local market appreciation, and other public information. For example, our “Likely To Sell” recommendations lead to a 61% higher win rate for our agents, compared to properties we did not identify as likely to sell, in the second half of 2020.

• Marketing Content Creation and Management. Creating persuasive marketing content and campaigns requires significant time, effort and creativity. With a broad array of integrated features, elegant templates and design capabilities, our Marketing Center allows agents to rapidly create, advertise and promote their listings at scale through the channel of their choosing: digital, social, email, video, print or signage. Agents can easily build, book, target and run digital ads all in one place with a simple yet powerful suite of content creation solutions.

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Marketing Content Creation and Management

Compass Marketing Center

• One-Click Listing Video Creation. Video content is one of the most engaging forms of online marketing, yet it is hard to create. Video Generator allows agents to create short, customized, professional videos with added music and text using existing listing photos in seconds. Agents can simply enter an address, select photos, customize the auto-generated text if they desire and select an audio track to create a video in seconds. From there, agents can feature the video on the listing page or share across social media.

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• Digital Ad Campaigns. Setting up and running paid ad campaigns on social media for real estate listings and agent brand marketing can be daunting. Our agents can use our platform to create paid digital ad campaigns on platforms such as Facebook and Instagram, with videos and engaging ad copy, in a matter of minutes. They can target their ads to relevant audiences, such as zip codes and the contacts in their CRM.

Digital Ad Campaigns

• Email Marketing. High-quality email marketing can take a lot of work to execute on a regular basis. Whether the message is for past clients, open house leads, or contacts within an agent’s sphere of influence, our platform makes it easy to send or schedule emails to multiple people at once that appear to have been written individually.

• Listing Search and Saved Search Notifications. Our proprietary search algorithm and database simplifies the typically complex process associated with agent search and enhances the ability for an agent to find homes best suited for their clients’ needs. Agents can also set up very precise saved search alerts for their clients to notify them of new listings that match their criteria in near real-time in the mobile app and in email.

• Agent-Client Collaborative Home Search. Agents spend a significant amount of time communicating and collaborating with buyers to help them find the home of their dreams. Compass Collections is a curated visual workspace allowing agents and clients to collaborate in real time, easily organize homes, centralize discussions, and monitor the market by receiving immediate status and price updates.

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Agent-Client Collaborative Home Search

Compass Collections

            

• Listing Tour Scheduling and Coordination. With a simple interface, our agents can quickly schedule, coordinate and create routes for home tours, saving agents significant time.

• Virtual Tours. Released in spring 2020 after accelerated development in response to COVID-19, the platform’s easy-to-use virtual tour feature combines home photo and video assets alongside a large multimedia repository, in addition to photography and video production services to help agents conduct tours online.

Virtual Tours

• Home Valuation Analysis. Pricing a home is a complex and nuanced exercise. Powered by AI, our comparative market analysis, or CMA, enhances our agents’ market expertise by making recommendations and synthesizing complex data so agents can help their clients build the optimal pricing strategy for their home. With Compass CMA, agents can generate data-driven presentations from a property’s address alone. The solution helps agents choose the right comparable properties, evaluate those properties in a step-by-step workflow, and share a personalized, interactive website with their clients that captures the comparative analysis in detail.

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Home Valuation Analysis

Compass CMA

• AI-Driven Renovation Visualization. Agents often help sellers renovate and prepare their home to ensure the best market price. “Compass Lens” helps agents and homeowners visualize improvements and determine what upgrades to make, ultimately informing how these renovations could affect the selling price based on similar past transactions.

• Open House Management. Conducting open houses, collecting contact information from prospects and following up can be a chore. The Compass platform provides several resources and mobile app functionality to manage open houses and tours across both in-person and virtual formats, giving agents the ability to maintain a high level of service and follow up in addition to growing their sphere of influence.

• Listing Analytics. Great agents often use online traffic data and other insights to help market their listings for reach and effectiveness and estimate the effectiveness of their marketing efforts. The Compass Insights personalized dashboard contains all the key data points an agent needs to craft a winning marketing strategy around audience and traffic information, uncover new lead-generation opportunities, and invest accordingly in the positioning of their listing.

Listing Analytics

            

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• Transaction Management. There are many burdensome steps involved in the closing of a transaction. We provide agents with transaction closing and post-closing support to reduce the complexity for their clients and efficiently advise through a transaction’s lifecycle.

As agents and their clients use the Compass platform to consolidate their activities for buying, selling, marketing and transacting real estate, they demonstrate high engagement with our platform. In 2020, on average, 88% of our agent teams used our proprietary technology platform at least once per week, of which approximately two-thirds used it daily.

In addition to a robust suite of software capabilities, we provide our agents with additional opportunities to provide differentiated services to their clients, win more referrals, and improve the entire real estate transaction process. Key adjacent services include:

• Compass Concierge. A program in which we facilitate providing our agents the capital to front the cost of home improvement services for their clients before a sale, interest free and with no upfront cost. Sellers can access funds to prepare their home for sale through Compass’ partnership with Notable, an independent lender. Through December 31, 2020, we had partnered with our agents and their sellers on over 15,000 Compass Concierge projects totaling approximately $400 million with an average project size of $26,000. Compass Concierge homes have accounted for over $20 billion in Gross Transaction Value for Compass. The program has successfully unlocked incremental transactions for our agents, delivered higher sale prices for their seller clients and also helped us attract high-performing agents to our platform.

• Title and Escrow Services. Our agents refer their clients to title and escrow agency services, which are required in order to close a transaction. Clients typically look to their agents to direct them to the highest quality providers of these types of services after the purchase contract is signed. We provide these services under the Chartwell and Modus brands. In 2020, we acquired Modus, a technology-led title and escrow service provider, which affirmed our commitment to span the full transaction cycle and create more monetization opportunities for agents and our business.

THE MARKETS WE SERVE

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As of December 31, 2020, our U.S. footprint covered 18 states and 44 markets, having rapidly expanded since we launched in New York City in 2013. We define a market as a metropolitan statistical area, or MSA, according to the U.S. Census Bureau.

Between 2012 and 2016, we launched in New York City, Boston, Washington, D.C., Miami, Los Angeles, San Francisco, Aspen, and the Hamptons, averaging approximately 1.5 new markets per year. Between 2017 and 2018, we accelerated our growth in conjunction with improving our technology integration and go-to-market process, and we launched in Chicago, Dallas, San Diego, Seattle, Philadelphia, Atlanta, Nashville, Houston, Austin, and Denver, averaging approximately 1.5 new markets per quarter.

Compass Anywhere

Compass Anywhere is our mobility offering that enables agents to work flexibly and efficiently. We officially launched this program in 2018 to meet the needs of certain of our agents, who are used to conducting business on the go, being in the field with their clients, building relationships, and focusing on revenue-generating activities. This open-desk model provides a flexible, all-access experience to maximize productivity while staying connected to our community of agents. It empowers the agent to access any client, any listing, and any neighborhood at any time. Compass Anywhere agents forego an assigned desk or office space, giving these agents the power to invest however they feel is best for their business. This program allows us to attract and serve talented agents cost-efficiently through a fully virtual support model and facilitates high-margin geographic expansion.

New Market Expansion Strategy

With an established presence in just 44 markets, we have a significant opportunity to expand our footprint across the U.S. We have a demonstrated track record of successfully expanding into new markets. From 2012 through 2016, we expanded at a rate of approximately 1.5 new markets per year, then accelerated the pace of our expansion in 2017 and 2018 to approximately 1.5 new markets per quarter. We focused on developing and improving our operations platform for long-term scalability in 2019 and 2020. When assessing a new market for expansion, we follow a systematic and structured approach based on market size, agent feedback, local market dynamics, long-term viability, and barriers to entry. We have a dedicated expansion team responsible for new market launches that partners closely with our enterprise sales team to rapidly identify and attract influential agents in each new market. Additionally, faster data integration and ingestion, more efficient agent onboarding, and the ability to customize our solutions to local market requirements have allowed us to enter new markets more quickly and effectively. This strategy has proven successful as we systematically add new agents to join our platform, accelerated by our Compass Anywhere offering, and drive market penetration over time. For the ten MLS Cities launched in 2018, our average market share has grown to approximately 10% as of December 31, 2020.

OUR MARKET OPPORTUNITY

We have a substantial opportunity in the evolving global residential real estate market. We view our opportunity in terms of a serviceable addressable market, or SAM, which we believe we can address in the short-term, and a total addressable market, or TAM, which we believe we can address over the long term.

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We estimate our SAM to be over $175 billion and our TAM to be over $565 billion.

To arrive at our estimated SAM of $175 billion, we apply an estimated 5.0% agent commission revenue rate to the roughly $2.0 trillion of annual U.S. gross transaction value. This results in an estimated $100 billion of annual revenue in the United States. In addition, we estimate that there is a $75 billion market attributable to adjacent services currently offered within the Compass platform where Compass has the opportunity to capture spend from different components of the real estate transaction process, such as:

• Real Estate Marketing: $30 billion market, comprised of total real estate-related advertising spending according to Borrell Associates;

• Title Insurance & Escrow: $25 billion market, comprised of the title insurance market and escrow market. We estimate the title insurance market to be approximately $5 billion, based on IBIS Research on title search, title reconveyance and title abstract service fees. We estimate the escrow market to be approximately $20 billion, based on an internal assumption of 1% of total transaction value; and

• Home Renovations: $20 billion market, assuming our ability to monetize approximately $420 billion home renovation market according to Statista (by referral commissions) through our network of agents.

Our estimated TAM of $565 billion expands our SAM by including global residential broker fees, as we potentially expand beyond the United States. We estimate the size of the global opportunity outside of the U.S. to be $330 billion. According to Allied Market Research, the global residential real estate market is approximately $8.6 trillion, resulting in a residential real estate market size of $6.5 trillion outside of the U.S. Applying an estimated 5.0% agent commission revenue rate results in an estimated addressable market of $330 billion. Additionally, we believe we can capture spend in the following adjacent markets:

• U.S. Residential Mortgages: Approximately $50 billion market based on an illustrative 70% loan-to-value for transactions, as well as our estimates of origination fees and gain on sale; and

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• Other Real Estate Services: Approximately $10 billion market, primarily comprised of property management, home insurance, real estate software and data, moving services, and home warranties. Technavio estimates that the North American Real Estate Software and Data Market was approximately $2.3 billion in 2019. IBIS estimates that the property management, home insurance, moving services, and home warranties markets total $175 billion. Based on our assumed commissions, we assume our addressable market from these markets to be approximately $7 billion.

We have estimated key components of our SAM and TAM using 2019 actual figures and believe our market opportunity can grow over the long term at the rate of GDP growth. In an October 2020 report, Allied Market Research estimated that U.S. residential transaction volume will grow at a 4.3% compounded annual growth rate from 2020 to 2027.

Total Addressable Market & Serviceable Addressable Market Note: the figures presented herein may not sum from components due to rounding. In addition, U.S. residential transaction volume and residential mortgage volume were sourced from the U.S. Census Bureau and National Association of Realtors, global residential transaction volume was sourced from Allied Market Research, title insurance & escrow volume and real estate services market data were sourced from IBIS, real estate software and data industry data was sourced from Technavio, real estate marketing industry data was sourced from Borrell Associates, and home renovations market data was sourced from Statista.

OUR TEAM AND CULTURE

Our Team

As of December 31, 2020, we had 2,702 employees, including 661 employees on our technology team based out of our innovation hubs in New York, Seattle, Washington, D.C., and Hyderabad, India. None of our employees are represented by a labor organization or are a party to a collective bargaining arrangement. We believe we have a good relationship with our employees and our unique, strong culture differentiates us and is a key driver of our business success.

Our Culture

Our mission is to help everyone find their place in the world. We are guided by our principles:

• Dream big;

• Move fast;

• Learn from reality;

• Be solutions-driven;

• Obsess about opportunity;

• Collaborate without ego;

• Maximize your strengths; and

• Bounce back with passion.

Compass Cares

Compass and our agents are collectively committed to the communities we serve. As we work to help everyone find their place in the world, Compass Cares empowers agents and Compass employees alike to support meaningful causes right where it counts most: at home. Responding to our agents’ requests and inspired by our

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agents’ generosity, Compass Cares is our national philanthropy program focused on causes in the local communities we serve. We temporarily paused our Compass Cares program at the outset of the COVID-19 pandemic, but have since resumed the program.

RESEARCH AND DEVELOPMENT

Built on Amazon Web Services, the Compass platform uses a cloud native microservices architecture that is engineered for high scalability, reliability, performance and security. Our engineering development uses modern agile practices such as continuous integration and continuous delivery (CI/CD), and in 2020 we averaged 160 deployments per day, contributing to a very high pace of software innovation for our agents. In 2020, we launched more than 20 major products and over 100 major feature updates to existing products.

Our systems are engineered for high utilization and efficiency using state of the art technologies such as Kubernetes. Our core software applications are primarily developed with Java, Go, Python, Node, Swift and Kotlin, and our Data and AI applications are developed with Apache Kafka, Apache Spark, PyTorch and Kubeflow.

We are engineered for high reliability and designed to be available 24 hours a day, 365 days a year, so that our agents can conduct business anytime anywhere. We have adopted state of the art practices for fault tolerance, backup and restore, and rollbacks.

We prioritize security and have detective and preventive controls for network traffic, infrastructure auditing, software analysis, phishing prevention, email security gateway, software static code analysis, secure configuration management, and user controls including two-factor authentication and endpoint management.

From 2016 to 2020, we grew our research and development organization from 74 to 661 employees. We have also acquired technology startups in the AI, CRM, and title and escrow space, which has allowed us to further accelerate the development of our platform. Our technology leadership has decades of experience and a successful track records at top technology firms, including Google, Amazon, Facebook, Microsoft, Zillow, Expedia and LinkedIn. In 2018 and 2019, we invested approximately $72 million and $162 million, respectively, in research and development.

COMPETITION

The residential real estate and technology industries are highly competitive and fragmented. We compete to attract and retain top talent across the agent community, engineers, and employees in all other functions in order to build the best real estate transaction platform in fulfilment of our mission. Our business faces competition nationally and in each of the markets we serve from other technology companies and real estate brokerage firms, including a growing number of Internet-based brokerages and others who operate with a variety of business models. Some of these competitors provide similar services or products to us, including:

• providing software and technological innovation for agents, including marketing and CRM tools;

• brokering transactions for home buyers and sellers;

• providing tools to agents associated with real estate data aggregation; and

• providing adjacent products associated with residential real estate transactions, such as title and escrow.

Some companies may attempt to piece together various aspects of solutions that overlap with our offering, including:

• vertical SaaS technology companies;

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• enterprise technology bellwethers; and

• real estate brokerage firms.

We believe we compete favorably based on multiple factors, including the strength and quality of our business, and our ability to retain our agents, our integrated suite of differentiated software and product solutions that empowers agents, our platform functionality and innovative product and service offerings that facilitate real estate transactions for both buyers and sellers, our growing scale, and our premier brand. Our differentiated focus on the agent enables us to deliver a premier brokerage and technology-enabled agent experience at scale.

FACILITIES

We are headquartered in New York, New York, where we occupy approximately 100,000 square feet of office space pursuant to a lease that is expected to expire in May 2025 subject to the terms thereof. We also lease operating and sales offices throughout the United States and an innovation hub in Hyderabad, India.

REGULATION

We are subject to a wide variety of laws, rules, and regulations enforced by both governments and private organizations. Many of these laws, rules and regulations are constantly evolving. If we are unable to comply with them, we could be subject to civil and criminal liabilities, revocation, or suspension of our licenses or other adverse actions. We may also be required to modify or discontinue some or all of our offerings, and our reputation and our ability to grow our business may be harmed. See “Risk Factors” for a discussion of our regulatory risks.

State Regulation—Brokerage

Brokerage businesses are primarily regulated at the state level by agencies dedicated to real estate matters or professional services. Real estate brokerage licensing laws vary widely from state to state. Generally, all individuals and entities acting as real estate brokers or salespersons must be licensed in each state (including Washington, D.C.) where they operate. In all states, licensed agents must be affiliated with a broker of record to engage in licensed real estate brokerage activities. Generally, a brokerage must obtain a corporate real estate broker license, although in some jurisdictions the licenses are personal to individual brokers. The broker of record in all jurisdictions must actively supervise the individual licensees and the brokerage’s activities within the applicable jurisdiction. All licensed market participants, whether individuals or entities, must follow the jurisdiction’s real estate licensing laws and regulations. These laws and regulations generally detail minimum duties, obligations, and standards of conduct, including requirements related to contracts, disclosures, record-keeping, local offices, trust funds, agency representation, advertising, and fair housing. In each of the jurisdictions where our business operates, we have designated a properly licensed broker as the broker of record and, in certain circumstances, we also hold a corporate real estate broker’s license.

Federal Regulation—Brokerage

Several federal laws and regulations govern the real estate brokerage business, including federal fair housing laws such as the Fair Housing Act of 1968, or FHA, and the Real Estate Settlement Procedures Act of 1974, or RESPA. The FHA prohibits discrimination in the purchase or sale of homes and applies to real estate brokers and agents, among others. The FHA prohibits expressing any preference or discrimination based on race, religion, sex, handicap, and certain other protected characteristics, and applies broadly to many forms of advertising and communications. RESPA restricts kickbacks or referral fees that real estate settlement service providers such as real estate brokers, title, escrow and closing service providers, may pay or receive in connection with the referral

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of settlement services. RESPA also requires disclosures regarding certain relationships or financial interests among providers of real estate settlement services. RESPA provides a number of exceptions that allow for payments or splits between service providers, including market-rate compensation for services actually provided.

We are also subject to a variety of laws, rules and regulations relating to the provision of title and escrow services, our memberships in trade organizations including the National Association of Realtors, or NAR, state and local associations of REALTORS, and Multiple Listing Services, or MLSs, our collection, use, and disclosure of data collected from our website and mobile users, and the manner and circumstances under which we or third parties may market and advertise our services to consumers. See “Risk Factors—Risks Related to Our Legal and Regulatory Environment” for additional information and a discussion of our regulatory risks.

INTELLECTUAL PROPERTY

The protection of our technology and intellectual property is an important aspect of our business. We rely upon a combination of trademarks, trade secrets, copyrights, patents, confidentiality procedures, contractual commitments, domain names, and other legal rights to establish and protect our intellectual property. We generally enter into confidentiality agreements and invention or work product assignment agreements with our officers, employees, agents, contractors, and business partners to control access to, and clarify ownership of, our proprietary information.

As of December 31, 2020, we had 18 trademark registrations and applications in the United States, including registrations for “Compass” and the Compass logo. We also had 12 trademark registrations and applications in certain foreign jurisdictions. Additionally, we are the registered holder of a number of domain names, including “compass.com.”

As of December 31, 2020, we had one U.S. patent application pending and one patent application pending under the patent cooperation treaty. We continually review our development efforts to assess the existence and patentability of new intellectual property. We intend to continue to evaluate the benefit of patent protection with respect to our technology, and will file additional applications when we believe it will be beneficial.

LEGAL PROCEEDINGS

Avi Dorfman v. Robert Reffkin and Urban Compass, Inc.

In July 2014, Avi Dorfman and RentJolt, Inc., or RentJolt, filed suit against us and Robert Reffkin, our Chief Executive Officer, in New York County Supreme Court, seeking compensation for certain services, trade secrets, and other contributions allegedly provided in our formation, and seeking unspecified damages payable in cash or equity. After miscellaneous motion practice, in June 2018, we moved for summary judgment, the court held oral argument in October 2018 and ultimately denied our motion for summary judgment in October 2019. In November 2019, we appealed portions of the court’s summary judgment ruling. In February 2020, the appellate court granted in part and denied in part our appeal resulting in RentJolt voluntarily discontinuing its only remaining claim and leaving the case. We have one motion in limine pending. A trial date has been set for September 2021.

Realogy Holdings Corp., et al v. Urban Compass, Inc. and Compass Inc.

In July 2019, Realogy Holdings Corp., or Realogy, NRT New York LLC, or Corcoran, and many of Realogy’s related entities, filed a complaint against us in the New York County Supreme Court. The complaint alleges various violations of New York and California state law related to claims of unfair competition and seeks injunctive relief and other unspecified money damages. We filed a motion to dismiss in September 2019. In

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September 2019, the plaintiffs filed an amended complaint, removing one claim and adding a claim for defamation. In November 2019, we moved to compel arbitration related to claims asserted by Corcoran and moved to dismiss all of the counts. In June 2020, the court denied the motion to dismiss and denied the motion to compel arbitration as moot, granting the plaintiffs leave to amend the complaint as to claims asserted by Corcoran without prejudice to our ability to move to compel or dismiss the second amended complaint. In July 2020, the plaintiffs filed their second amended complaint. In December 2020, the court denied our motion to compel arbitration on the plaintiffs’ second amended complaint without prejudice. We plan to appeal the court’s denial of our motion. Our answer and counterclaims are due to be filed in January 2021. Discovery is proceeding.

We currently believe we have substantial and meritorious defenses to these claims, and we intend to defend each of the above claims made against us vigorously. Litigation, however, is inherently uncertain, and any judgment or injunctive relief entered against us or settlement could materially and adversely impact our business, financial condition, operating results, and prospects. In addition, litigation can involve significant management time and attention, and the cost of litigation can be expensive, regardless of outcome.

Other

We are and, from time to time, we may become, involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any other legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial condition or results of operations.

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MANAGEMENT

Executive Officers and Directors

The following table provides information regarding our executive officers and directors as of December 31, 2020:

Name	Age		Position
Executive Officers:
Robert Reffkin		41	Founder, Chief Executive Officer and Director
Kristen Ankerbrandt		42	Chief Financial Officer
Greg Hart		51	Chief Product Officer
Kamini Lane		40	President, West Region
Robert Lehman		31	Chief Business Officer
Anand Mehta		48	Chief People Officer
Neda Nevab		34	President, East Region
Brad Serwin		59	General Counsel and Corporate Secretary
Joseph Sirosh		52	Chief Technology Officer
Danielle Wilkie		44	President, Central Region
Directors:
Ori Allon		40	Founder and Executive Chairman
Jeffrey Housenbold		51	Director
Eileen Murray		62	Director
Charles Phillips		61	Director
Steven Sordello		51	Director
Pamela Thomas-Graham		57	Director

Executive Officers

Robert Reffkin. Mr. Reffkin founded our company and has served as our Chief Executive Officer and a member of our board of directors since October 2012. Prior to founding our company, he served in various capacities at the Goldman Sachs Group, Inc., an investment banking company, from August 2006 to September 2012, most recently as Chief of Staff to the President and Chief Operating Officer. Prior to Goldman Sachs, he was a White House Fellow from 2005 to 2006. Mr. Reffkin holds a B.A. and M.B.A. from Columbia University. We believe that Mr. Reffkin is qualified to serve on our board of directors because of the perspective and experience he brings as our Chief Executive Officer and as our Founder.

Kristen Ankerbrandt. Ms. Ankerbrandt has served as our Chief Financial Officer since November 2018. Prior to joining us, Ms. Ankerbrandt was a senior investment professional at The Carlyle Group, a global private equity and asset management firm, from August 2007 to November 2018, as a member of its flagship U.S. Buyout team focused on global investments in the technology and business services space. Prior to that, Ms. Ankerbrandt held positions at Amazon.com, Inc., a multinational technology company, from 2006 to 2007, at private equity firm Bruckmann, Rosser, Sherrill & Co. from 2003 to 2005, and at Goldman, Sachs & Co. in the technology, media and communications investment banking team from 2000 to 2003. Over her career, Ms. Ankerbrandt has been involved in transactions with a total value in excess of $20 billion, including multiple leveraged buyouts, growth investments, and carve-out opportunities, and has extensive public and private equity and debt financing experience. Ms. Ankerbrandt holds a B.A. in Economics from Columbia University and an MBA from the Harvard Business School.

Greg Hart. Mr. Hart has served as our Chief Product Officer since April 2020. Prior to joining us, Mr. Hart served in a variety of roles at Amazon.com, Inc., a multinational technology company, from March 1997 to March 2020, most recently as Vice President of Amazon Prime Video. He has a demonstrated track record leading and innovating in successively larger and more complex roles, spanning positions ranging from

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marketing in Amazon’s early days, to product management in Amazon’s media businesses, to general management of billion-dollar retail businesses, to building and launching innovative new products and services (Amazon Echo & Alexa), to leading worldwide Prime Video, and served as Technical Advisor to Amazon CEO Jeff Bezos. Mr. Hart has extensive experience building and managing large, globally distributed teams comprising business line leaders, marketers, product managers, UX designers, engineers, machine learning and speech scientists. Mr. Hart holds 57 issued patents with additional patent submissions pending. Mr. Hart holds a B.A. from Williams College.

Joseph Sirosh. Mr. Sirosh has served as our Chief Technology Officer since December 2018. Prior to joining us, Mr. Sirosh served as Chief Technology Officer for Artificial Intelligence at the Microsoft Corporation, a technology company, from June 2013 to December 2018. During his tenure at Microsoft, he led product and engineering roles with responsibility for the enterprise database, Big Data and machine learning products. Prior to Microsoft, Mr. Sirosh served as a vice president at Amazon.com, Inc., from 2004 to 2013, where managed the Global Inventory Platform for Amazon’s Consumer Business, and built the machine learning and Transaction Risk Management teams. Mr. Sirosh holds a B.Tech in Computer Science and Engineering from the Indian Institute of Technology, Madras, and a M.S. in Computer Science and a Ph.D. in Neural Networks from the University of Texas at Austin.

Kamini Lane. Ms. Lane joined Compass in January 2019 and has served as our President, West Region since November 2020. Prior to that, she served as our Regional President, Southern California. Before joining us, Ms. Lane served as Chief Marketing Officer of Tradesy, Inc., an online fashion marketplace from June 2016 to January 2019. Prior to that, Ms. Lane served as a Senior Vice President and Head of Business Leadership at RAPP Worldwide, Inc., an advertising and public relations firm, from February 2012 to May 2016. Ms. Lane has accumulated 15 years of experience in marketing, communications, and operations, as well as a deep understanding of the luxury consumer and technology-based marketplaces. Ms. Lane holds a B.S. in Business Administration from the Haas School of Business at UC Berkeley and an M.B.A. from Harvard Business School.

Robert Lehman. Mr. Lehman has served as our Chief Business Officer since March 2019. Beforehand, he served as our Chief Growth Officer from October 2018 to March 2019, and as Chief Revenue Officer from November 2015 to September 2018, as well as other earlier roles since November 2013. Prior to joining us, Mr. Lehman served as a Senior Associate at McKinsey & Company, a management consulting firm, from August 2011 to November 2013. Mr. Lehman holds a B.A. in political science from Duke University.

Anand Mehta. Mr. Mehta has served as our Chief People Officer since July 2020. Prior to joining us, Mr. Mehta served as the Head of People and Talent at Bridgewater Associates, an asset management firm. From September 2008 to July 2020, Mr. Mehta served in a variety of roles at Bridgewater, most recently as Head of People and Talent. Mr. Mehta holds a B.S. in Applied Mathematics from Yale University and an M.B.A. from Northwestern University’s Kellogg School of Management.

Neda Navab. Ms. Navab joined Compass in October 2018 and has served as our President, East Region since March 2019, previously serving in various capacities, including Chief of Staff to the Chief Executive Officer, since October 2018. Before to joining us, she served as Director of Urban Systems at Sidewalk Labs, the division of Google focused on building smart cities, from October 2017 to October 2018. From October 2014 to October 2017, Ms. Navab served in various capacities at Enjoy Technology, Inc., an e-commerce platform, most recently as Head of Experience and Innovation. She previously served as a Senior Marketing Management at Box, Inc., a cloud content management and file sharing service, from July 2013 to November 2014. From August 2008 to July 2011, she worked at McKinsey & Company. She received a B.A. in Economics from Columbia University and an M.B.A. from Harvard Business School.

Brad Serwin. Mr. Serwin has served as our General Counsel and Corporate Secretary since May 2020. Mr. Serwin has over 30 years of experience as a corporate and securities lawyer. Prior to joining us, he served as General Counsel and Corporate Secretary of Glassdoor, Inc., an online employer review and rating website, from June 2015 to May 2020. From March 2012 to June 2015, Mr. Serwin served as a Senior Vice President and

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Deputy General Counsel at eBay Inc., a multinational internet marketplace. Mr. Serwin holds a B.A. from University of California, Los Angeles and a J.D. from Harvard Law School.

Danielle Wilkie. Ms. Wilkie joined Compass in July 2019 and has served as our President, Central Region since November 2020, previously serving as our Regional President, Colorado. Prior to joining us, Ms. Wilkie served as a Senior Vice President at Craftsy, a subscription video on-demand service, from January 2015 to June 2019. Before joining Craftsy, Ms. Wilkie served as a Senior Vice President for marketing at Wazee Digital Inc., a content management, delivery, and monetization company, from June 2013 to January 2015. Ms. Wilkie has enjoyed 20+ year career following technology transformation across a variety of industries: property management, home improvement, insurance, digital advertising, content licensing and online learning & ecommerce and has continued to leverage a customer-driven approach in all her leadership roles. She has been part of several successful startup exits including HomeAdvisor, a digital marketplace (formerly known as ServiceMagic and sold to IAC, a holding company, in 2004), NetQuote, an insurance lead provider (sold to Bankrate, LLC, a consumer financial services company, in 2010) and Craftsy, a video on-demand service (sold to NBCUniversal Media LLC, a mass media and entertainment conglomerate, in 2018). She holds a B.A. from Smith College and an M.B.A. from the University of Colorado.

Directors

Robert Reffkin. For a brief biography of Mr. Reffkin, see the section titled “—Executive Officers.”

Ori Allon. Mr. Allon founded our company and has served as Executive Chairman and as a member of our board of directors since October 2012. Before our founding, Mr. Allon served as Director of Engineering at Twitter, Inc., a social media platform, from 2011 to 2012. Prior to that, he founded Julpan, a social media search engine, in 2010, which was acquired by Twitter in 2011. Prior to that, Mr. Allon developed Orion, a search algorithm, which was acquired by Alphabet, Inc. in 2006. He holds a M.S. from Monash University and a Ph.D. in computer science from the University of New South Wales. We believe that Mr. Allon is qualified to serve on our board of directors because of his technology industry experience and the perspective he brings as our Founder.

Jeffrey Housenbold. Mr. Housenbold joined our board of directors in November 2020. Mr. Housenbold has been a Managing Partner at SoftBank Investment Advisers, a venture capital firm, since June 2017. From February 2016 to June 2017, he was an Entrepreneur-in-Residence at Sutter Hill Ventures, a venture capital fund. From January 2005 to February 2016, Mr. Housenbold served as President, Chief Executive Officer, and a director of Shutterfly, Inc., a manufacturer and digital retailer of personalized products and services. Mr. Housenbold currently serves on the board of directors of DoorDash, Inc., a food service delivery technology company, Opendoor Technologies, Inc., a online real estate company, and several private companies, and also serves on the board of trustees of Carnegie Mellon University. He previously served as a director of Chegg, Inc., an education technology company, and Groupon, Inc., an e-commerce marketplace. Mr. Housenbold holds a B.S. in Economics and a B.S. in Business Administration from Carnegie Mellon University and an M.B.A. from Harvard Business School. We believe Mr. Housenbold is qualified to serve on our board of directors because of his extensive experience as a public company chief executive officer and in the venture capital industry and his knowledge of technology companies.

Eileen Murray. Ms. Murray joined our board of directors in February 2020. Ms. Murray most recently served as Co-Chief Executive Officer of Bridgewater Associates, an asset management firm, from January 2011 to April 2020. Ms. Murray currently also serves as Chair of Board of Governors of the Financial Industry Regulatory Authority, Inc., a self-regulating organization that oversees U.S. broker dealers, where she was first appointed to the Board of Governors in July 2016. She also serves on the Board of Directors of HSBC Holdings plc, a public multinational banking and financial services group. Ms. Murray holds a B.S. from Manhattan College. We believe Ms. Murray is qualified to serve on our board of directors because of her extensive corporate strategy, financial, and management experience.

Charles Phillips. Mr. Phillips joined our board of directors in August 2020. Mr. Phillips previously served as the Chairman and Chief Executive Officer of Infor (US), Inc., a cloud applications company, from December 2010

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to September 2020. He has also served as Managing Partner and Co-Founder at Recognize, a technology investing and transformation company, since February 2020. From May 2003 to August 2010, Mr. Phillips served as co-president and a member of the board of directors of Oracle Corporation, a computer technology company, and Viacom Inc., a media and entertainment company. He serves on the boards of The American Express Company, a public global payments company, ViacomCBS Corporation, a public mass media company, the Apollo Theater, a performance company, and the New York Police Foundation and has previously served on the board of the Federal Reserve Bank of New York and President Barack Obama’s Economic Recovery Board. Mr. Phillips holds a B.S. in Computer Science from the U.S. Air Force Academy, a J.D. from New York Law School and an M.B.A. from Hampton University. We believe Mr. Phillips is qualified to serve on our board of directors because of his executive leadership experience, including in the technology sector.

Steven Sordello. Mr. Sordello joined our board of directors in November 2020. Mr. Sordello currently serves as Chief Financial Officer of LinkedIn Corporation, a professional social networking platform, which he joined in July 2007. Prior to that, he served as the Chief Financial Officer of TiVo, Inc., a manufacturer of digital video recorders, from August 2006 to July 2007. Mr. Sordello also serves on the board of directors of Atlassian Corporation Plc, a public enterprise software company, and as a member of the Board of Trustees at Santa Clara University. Mr. Sordello holds a B.S. in management and an M.B.A. from Santa Clara University. We believe Mr. Sordello is qualified to serve as a member of our board of directors because of his operational and financial expertise gained as an executive at several technology companies.

Pamela Thomas-Graham. Ms. Thomas-Graham joined our board of directors in February 2020. Ms. Thomas-Graham is the founder and has served as the Chief Executive Officer at Dandelion Chandelier LLC, a private digital media enterprise focused on the world of luxury, since August 2016. From October 2015 to August 2016, Ms. Thomas-Graham served as Chair, New Markets, of Credit Suisse Group AG, a multinational investment bank and financial services company, and from January 2010 to October 2015, she served as Chief Marketing and Talent Officer, Head of Private Banking & Wealth Management New Markets, and member of the Executive Board of Credit Suisse. Ms. Thomas-Graham currently serves on the board of directors Peloton Interactive, Inc., a public technology company; Bank of N.T. Butterfield & Son, a public banking firm; Norwegian Cruise Line Holdings Ltd., a public global cruise company; The Clorox Company, a public manufacturer of consumer and professional products; and Bumble, Inc. a private technology company. Ms. Thomas-Graham holds a B.A. in Economics from Harvard University, an M.B.A. from Harvard Business School and a J.D. from Harvard Law School. We believe Ms. Thomas-Graham is qualified to serve on our board of directors because of her strategic, operational and corporate governance experience on public and private companies.

Appointment of Officers

Our executive officers are appointed by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors or executive officers.

Board of Directors Composition

Current Board of Directors

Our board of directors currently consists of seven members with no vacancies. Pursuant to our amended and restated certificate of incorporation as in effect prior to the completion of this offering and seventh amended and restated voting agreement, as amended, Robert Reffkin, Ori Allon, Jeffrey Housenbold, Eileen Murray, Charles Phillips, Steve Sordello and Pamela Thomas-Graham have been designated to serve as members of our board of directors.

The provisions of our amended and restated certificate of incorporation and the seventh amended and restated voting agreement, as amended by which the directors are currently elected will terminate in connection with this offering and there will be no contractual obligations regarding the election of our directors following this offering.

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After this offering, the number of directors will be fixed by our board of directors, subject to the terms of our restated certificate and restated bylaws that will become effective immediately prior to the completion of this offering. Each of our current directors will continue to serve until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal.

Classified Board of Directors

Our restated certificate of incorporation that will be in effect immediately prior to the completion of this offering provides that, immediately after the completion of this offering, our board of directors will be divided into three classes with staggered three-year terms. Upon expiration of the term of a class of directors, directors for that class will be elected for three-year terms at the annual meeting of stockholders in the year in which that term expires. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term will continue until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal. Our directors will be divided among the three classes as follows:

• Class I directors, whose initial term will expire at the annual meeting of stockholders to be held in 2022, will consist of                and                ;

• Class II directors, whose initial term will expire at the annual meeting of stockholders to be held in 2023, will consist of                ,                , and                ; and

• Class III directors, whose initial term will expire at the annual meeting of stockholders to be held in 2024, will consist of                ,                , and                .

Our restated certificate of incorporation and restated bylaws that will be in effect upon the completion of this offering provide that only our board of directors may fill vacancies on our board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors.

The classification of our board of directors may have the effect of delaying or preventing changes in our control or management. See the section titled “Description of Capital Stock—Anti-Takeover Provisions—Restated Certificate of Incorporation and Restated Bylaw Provisions” for additional information.

Director Independence

Our Class A common stock will be listed on the                . Under the rules of the                , independent directors must comprise a majority of a listed company’s board of directors within a specified period of the completion of this offering. In addition, rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Under the rules of the                , a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries. We intend to satisfy the audit committee independence requirements of Rule 10A-3 as of the closing of this offering.

Our board of directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his ability to exercise independent judgment in

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carrying out his or her responsibilities. As a result of this review, our board of directors determined that Mses. Murray and Thomas-Graham, and Messrs. Housenbold, Phillips and Sordello are “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the                . In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and current and prior relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each non-employee director and the transactions involving them described in the section titled “Certain Relationships and Related-Party Transactions.”

Lead Independent Director

Our board of directors will adopt, effective prior to the completion of this offering, corporate governance guidelines that provide that one of our independent directors will serve as our lead independent director. Our board of directors has appointed                 to serve as our lead independent director. As lead independent director,                 will preside over periodic meetings of our independent directors, serve as a liaison between the Chairperson of our board of directors and the independent directors, and perform such additional duties as our board of directors may otherwise determine and delegate.

Committees of Our Board of Directors

Our board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee, each of which will have the composition and responsibilities described below as of the closing of this offering. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Each committee will operate under a written charter approved by our board of directors that satisfies the applicable rules of the SEC and the listing standards of the                . Following this offering, copies of each committee’s charter will be posted on the Investor Relations section of our website.

Audit Committee

Our audit committee is comprised of                .                is the chairperson of our audit committee.             and each meet the requirements for independence under the current                listing standards and SEC rules and regulations. In addition, our board of directors has determined that                is an “audit committee financial expert” as defined in Item 407(d) of Regulation S-K promulgated under the Securities Act. This designation does not impose on her any duties, obligations, or liabilities that are greater than are generally imposed on members of our audit committee and our board of directors. Each member of our audit committee is financially literate. Our audit committee is directly responsible for, among other things:

• selecting a firm to serve as the independent registered public accounting firm to audit our consolidated financial statements;

• ensuring the independence of the independent registered public accounting firm;

• discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results and consolidated financial statements;

• establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;

• considering the adequacy of our internal controls and internal audit function;

• inquiring about significant risks, reviewing our policies for risk assessment and risk management, including cybersecurity risks, and assessing the steps management has taken to control these risks; and

• approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.

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Compensation Committee

Our compensation committee is comprised of                 ..                 is the chairperson of our compensation committee. The composition of our compensation committee meets the requirements for independence under the current listing standards and SEC rules and regulations. Each member of this committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. Our compensation committee is responsible for, among other things:

• reviewing and approving, or recommending that our board of directors approve, the compensation and the terms of any compensatory agreements of our executive officers;

• reviewing and recommending to our board of directors the compensation of our directors;

• administering our stock and equity incentive plans;

• reviewing and approving, or making recommendations to our board of directors with respect to, incentive compensation and equity plans; and

• establishing our overall compensation philosophy.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is comprised of                .                is the chairperson of our nominating and corporate governance committee. The composition of our nominating and corporate governance committee meets the requirements for independence under the current                listing standards and SEC rules and regulations. Our nominating and corporate governance committee is responsible for, among other things:

• identifying and recommending candidates for membership on our board of directors;

• recommending directors to serve on board committees;

• reviewing and recommending our corporate governance guidelines and policies;

• reviewing succession plans for senior management positions, including the chief executive officer;

• reviewing proposed waivers of the global code of conduct for directors, executive officers, and employees (with waivers for directors or executive officers to be approved by the board of directors);

• evaluating, and overseeing the process of evaluating, the performance of our board of directors and individual directors;

• reviewing related-party transactions that are material or otherwise implicate disclosure requirements; and

• advising our board of directors on corporate governance matters.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has been an officer or employee of our company. None of our executive officers has served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our board of directors or compensation committee during 2020.

Code of Business Conduct and Ethics

Our board of directors has adopted a global code of business conduct and ethics that applies to all of our employees, officers, and directors, which will become effective upon the effectiveness of this registration statement of which this prospectus is a part. The full text of our global code of conduct will be posted on the

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Investor Relations section of our website. The reference to our website address in this prospectus does not include or incorporate by reference the information on our website into this prospectus. We intend to disclose future amendments to certain provisions of our global code of conduct, or waivers of these provisions, on our website or in public filings.

Non-Employee Director Compensation

The table below provides information regarding the total compensation of the non-employee members of our board of directors who served on our board of directors during 2020. Mr. Reffkin and Mr. Allon, our only employee directors, received no compensation for their service as directors in 2020. Other than as set forth in the table and described more fully below, during 2020, we did not pay any fees to, make any equity awards or non-equity awards to, or pay any other compensation to the non-employee members of our board of directors.

Name	Option Awards($)(1)(2)		Total($)
Jeffrey Housenbold		—		—
Eileen Murray		1,279,871		1,279,871
Charles Phillips		1,336,913		1,336,913
Steven Sordello		1,748,195		1,748,195
Pamela Thomas-Graham		1,279,871		1,279,871

(1) The amounts reported in the Option Awards column represent the grant date fair value of the stock options granted to our non-employee directors during 2020 as computed in accordance with FASB Accounting Standards Codification Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in the Option Awards column are set forth in Note 10 of the notes to our consolidated financial statements included elsewhere in this prospectus. Note that the amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by our non-employee directors from the stock options.

(2) The following table sets forth information on stock options granted to non-employee directors during 2020, the aggregate number of shares of our Class A common stock underlying outstanding stock options held by our non-employee directors as of December 31, 2020, and the aggregate number of shares of our Class A common stock underlying outstanding unvested stock options held by our non-employee directors as of December 31, 2020:

Name	Number of Shares Underlying Stock Options Granted in Fiscal 2020(1)		Number of Shares Underlying Stock Options Held at Fiscal Year End		Number of Shares Underlying Unvested Stock Options Held at Fiscal Year End
Jeffrey Housenbold		—		—		—
Eileen Murray		19,446		19,446		16,746
Charles Phillips		19,446		19,446		18,366
Steven Sordello		19,446		19,446		19,466
Pamela Thomas-Graham		19,446		19,446		16,746

(1) Option awards listed vest monthly at the rate of 1/48th of our Class A common stock underlying the stock option following the vesting commencement date, in each case subject to continued service.

Before this offering, we did not have a formal policy to provide any cash or equity compensation to our non-employee directors for their service on our board of directors or committees of our board of directors. In connection with this offering, our board of directors expects to approve a non-employee director compensation policy, which will take effect following the completion of this offering.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following discussion and analysis of our executive compensation philosophy, objectives, and design, our compensation-setting process, the components of our executive compensation program, and the decisions made for compensation in respect of 2020 for our executive officers should be read together with the compensation tables and related disclosures set forth below. The discussion in this section contains forward-looking statements that are based on our current considerations and expectations relating to our executive compensation programs and philosophy. As our business and our needs evolve, the actual amount and form of compensation and the compensation programs that we adopt may differ materially from current or planned programs as summarized in this section.

Overview

This section explains our executive compensation philosophy, objectives, and design; our compensation-setting process; the components of our executive compensation program; and the decisions made in 2020 with respect to the compensation of each of our named executive officers. Our named executive officers for 2020, which consist of the executive officers who appear in “—2020 Summary Compensation Table” below, are:

• Robert Reffkin, our co-founder and Chief Executive Officer, or CEO;

• Kristen Ankerbrandt, our Chief Financial Officer;

• Greg Hart, our Chief Product Officer;

• Brad Serwin, our General Counsel and Corporate Secretary; and

• Joseph Sirosh, our Chief Technology Officer.

Executive Compensation Philosophy, Objectives, and Design

Philosophy. We are focused on our mission to help everyone to find their place in the world. We compete in highly dynamic and quickly changing technology and real estate markets, and believe that in order for us to be successful we must hire and retain talent who can continue to develop our strategy, quickly innovate and develop our platform, build new products and services, increase the number of agents on our platform and their engagement, and constantly enhance our business model.

In order to execute on our strategy, over the past several years we have sought to attract and retain an experienced executive team who we believe will enable us to achieve our short-term and long-term strategic objectives, while simultaneously creating sustainable long-term value for our stockholders that facilitate and support our growth. The components and structure of the compensation we offered to our executive officers during this period varied as a result. As we transition to become a publicly-traded company, we have begun to further evaluate and evolve our executive compensation program, including by establishing a compensation committee, retaining compensation consultants, and modifying our executive compensation program. We intend to continue to work to align our overall executive compensation philosophy and program with those of leading U.S.-based publicly-traded technology companies, while retaining a necessary measure of flexibility to address appropriate individual circumstances.

Objectives. Our executive compensation program is designed to achieve the following objectives:

• attract, retain, and motivate talented executive officers whose skills, experience, and performance are critical to achieve our financial and strategic objectives;

• encourage our executives to reinforce our values;

• align compensation incentives to performance and the interests of our stockholders;

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• reward our executive officers for their experience and performance and motivate them to achieve our long-term strategic goals; and

• ensure that our total compensation is fair, reasonable, and competitive.

Design. The total compensation package for our executive officers in 2020 consisted primarily of a combination of base salary, annual bonuses, and long-term incentives in the form of service-based and performance-based equity awards. Our executive compensation program has historically been weighted toward equity grants, consisting of RSUs and stock options, as well as cash bonuses.

We have used base salaries to compensate executive officers for their day-to-day responsibilities at levels that we feel are necessary to attract and retain executive talent. However, we believe that placing a strong emphasis on equity compensation and bonuses linked to achieving company and individual performance goals aligns with our entrepreneurial spirit and incentivizes our executive officers to maximize stockholder value by pursuing strategic opportunities that advance our mission.

As we transition from being a privately-held company to a publicly-traded company, we expect that our need to attract and retain executive talent in competition with other leading publicly-traded technology companies will remain essential to our future success and may become more challenging over time. We intend to regularly evaluate our executive compensation philosophy and program. At a minimum, the compensation committee of our board of directors will review our executive compensation program on an annual basis and will seek to align our overall executive compensation philosophy and program with those of leading U.S. publicly-traded technology companies, while retaining a necessary measure of flexibility to help us achieve our long-term strategic goals and to address appropriate individual circumstances. As a result, the allocations among specific compensation elements may shift for our executive officers from time to time as we continue to assess the appropriate mix to align with our compensation philosophy. We anticipate continuing our emphasis on pay-for-performance and long-term incentive compensation for our executive officers.

Compensation Policies and Practice

The compensation committee seeks to ensure sound executive compensation practices to adhere to our pay-for-performance philosophy while appropriately managing risk and aligning our compensation programs with long-term stockholder interests. The following summarizes our executive compensation and related policies and practices:

We Do	We Do Not Do
Maintain an Independent Compensation Committee and Advisors. Following this offering, the compensation committee will be comprised solely of independent directors. The compensation committee has engaged its own compensation consultant to provide information, analysis, and other advice on executive compensation independent of management.	We Do Not Use “Single-Trigger” Change in Control Severance Payments or Benefits. We do not provide “single-trigger” change in control severance payments or benefits to our named executive officers.
Annual Executive Compensation Review. Following this offering, our compensation committee will conduct an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us.	We Do Not Offer Executive Retirement Plans. We do not offer defined benefit pension plans or any non-qualified deferred compensation plans or arrangements to our named executive officers other than the plans and arrangements that are available to all employees. Our named executive officers are eligible to participate in our 401(k) Plan on the same basis as our other employees.

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We Do	We Do Not Do
Pay for Performance. We emphasize a pay-for-performance philosophy, to align the long-term interests of our executive officers with those of our stockholders. A substantial portion of total compensation for our executive officers is equity-based and is therefore “at risk.” We also grant performance-based equity to certain of our executives to further align their pay with our performance.	No Excise Tax Payments. We do not have any agreements that provide reimbursement or gross-ups for excise taxes on payments or benefits received as a result of a change in control.
Succession Planning. Following this offering, we will periodically review the risks associated with our key executive officer positions to ensure adequate succession plans are in place.

Compensation-Setting Process

Role of our board of directors and compensation committee. Prior to the establishment of our compensation committee, our board of directors, and members of our management, including our CEO, have been responsible for generally overseeing the activities of our executive compensation program, including making recommendations as to the form and amount of compensation to be paid or awarded to certain of our executive officers, and approving the form and amount of such compensation as well as entering into offer letters with certain of our executive officers. In June 2020, our board of directors established a compensation committee to oversee our executive compensation program. Following this offering, our compensation committee will be responsible for overseeing our executive compensation programs and decisions with appropriate input from our board of directors.

During 2020, our board of directors and, following its establishment, our compensation committee, was responsible for reviewing, recommending and approving our overall compensation strategy, cash and incentive compensation, and equity-based grants for our executive officers. Following this offering, our compensation committee will have direct responsibility for individual executive compensation decisions, including evaluating and managing our executive compensation philosophy and programs, will oversee decisions regarding specific equity-based compensation plans, programs, and grants, as well as cash-based compensation plans and agreements for our executive officers and non-employee directors, and periodically review the selection of companies in our peer group for purposes of benchmarking executive officer and non-employee director compensation programs. Our compensation committee will conduct annual reviews and approve (or, make recommendations to our board of directors regarding the adoption and approval of) our cash-based and equity-based incentive compensation plans, programs, and arrangements for our executive officers and non-employee directors. Our compensation committee will also oversee annual reviews of the individual and corporate goals and objectives applicable to the compensation of our executive officers.

During 2020, our board of directors, and following its establishment, our compensation committee, considered a combination of the following factors when reviewing and approving executive compensation, as further explained in the discussions of each element of compensation below:

• individual negotiations with executive officers, particularly in connection with their initial compensation package and changes to compensation packages, including compensation opportunities they had foregone at their prior employers;

• company and individual performance, as we believe this motivates our executive officers to achieve our financial and strategic objectives and aligns their interests with those of our stockholders;

• criticality of each executive officer’s role to us; and

• recommendations of members of management, including our CEO.

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We expect that in setting executive compensation following this offering, we may review and consider, in addition to the items above, factors such as the achievement of predefined milestones, tax deductibility of compensation, the total compensation that may become payable to executive officers in various hypothetical scenarios, the performance of our Class A common stock on the                following this offering, and compensation levels offered to executives employed by companies in our peer group or which we considered to be our competitors for recruiting and retaining executive officers.

Role of management. In setting compensation for 2020, our board of directors, and following its establishment, our compensation committee, worked closely with members of our management, including our CEO, as well as our compensation consultant. Management activities included establishing and reviewing salary, equity awards and bonuses, and other compensation for our executive officers, determining performance goals and objectives, and negotiating new hire packages and executive agreements. Our board of directors worked with members of our management to gather market and operating data that members of our management reviewed in making their recommendations to our compensation committee. From time to time, members of our management, including our CEO, attended meetings (or portions of meetings) of our board of directors and compensation committee to present information and answer questions.

Role of compensation consultants. The compensation committee has the authority to engage its own advisors to assist in carrying out its responsibilities. In 2020, we retained the Semler Brossy Consulting Group, or Semler Brossy, an independent executive compensation consulting firm, to advise the compensation committee with respect to executive compensation, negotiating new hire packages, advising our board of directors, compensation committee, and CEO with respect to the executive compensation market, and generally supporting the design and operation of our executive compensation program. Our board of directors and management have also received advice from Compensia, Inc. on pay related matters.

Following this offering, we expect that Semler Brossy will continue to advise our board of directors and compensation committee with respect to executive compensation matters. We also expect that Semler Brossy will help us align our overall executive compensation philosophy and program with those of leading U.S. publicly-traded technology companies, while retaining a necessary measure of flexibility to address appropriate individual circumstances.

Semler Brossy reports directly to the compensation committee, although they may meet with members of management for the purposes of gathering information on proposals that management may make to the compensation committee. Semler Brossy does not provide any services to us other than the services provided to the compensation committee and board of directors.

Use of market compensation data; creation of peer group.

We expect that our executive compensation program will change as our business and needs evolve, as we transition to become a publicly-traded company, and as we undertake a comprehensive review to align our overall executive compensation philosophy and program with those of leading U.S. publicly-traded technology companies. As part of this process, our compensation committee, in consultation with our compensation consultants, has identified the following companies as the peer group we intend to use in benchmarking executive compensation going forward.

2020 Peer Group
Black Knight	Envestnet	RealPage
Blackbaud	Euronet Worldwide	Redfin
CDK Global	Guidewire Software	Slack Technologies
Datadog	GoDaddy	SS&C Technologies Holdings
Dropbox	Palo Alto Networks	Yelp
Elastic N.V.

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Following this offering, our compensation committee intends to work with members of our management including our CEO, and our compensation consultant to position pay based on a variety of factors, including market data for executive compensation drawn from our post-offering peer group. As our business and needs evolve, we expect that our compensation committee will periodically evaluate our post-offering peer group and its use within our executive compensation program as circumstances require.

Components of Executive Compensation Program

Base salary. We provide base salary as a fixed source of compensation for our executive officers for their day-to-day responsibilities, allowing them a degree of certainty in the face of working for a privately-held company while having a meaningful portion of their compensation “at risk” in the form of equity awards covering the shares of a privately-held company and cash bonuses contingent on the achievement of specific performance objectives. Our compensation committee recognizes the importance of base salaries as an element of compensation that, in certain circumstances, can help attract and retain talented and experienced executive officers.

Base salaries for our executive officers, other than our CEO, were established primarily based on individual negotiations with the executive officers when they joined our company. In determining compensation for our executive officers, we considered compensation opportunities that these executive officers were foregoing from their prior employers, each executive officer’s anticipated role criticality relative to others at our company, and the determination by our board of directors and members of our management, including our CEO, of the essential need to attract and retain these executive officers. Base salaries of our executive officers will be reviewed periodically by our compensation committee, and adjustments are made as deemed appropriate.

In connection with the COVID-19 pandemic and related economic slowdown and uncertainty in the U.S. and globally, our board of directors, in consultation with our CEO, decided to temporarily reduce salaries of certain of our officers and employees in March, April and May 2020 on an individual basis. Following improvement in economic conditions and our results of operations, certain salaries were reinstated in August 2020.

Our named executive officers’ base salary rates as of December 31, 2020 were as follows:

Named Executive Officer	2020 Annual Base Salary Rate			2020 Earned Salary
Robert Reffkin	$	400,000	(1)	$	126,350
Kristen Ankerbrandt	$	375,000		$	320,312
Greg Hart	$	400,000		$	237,879
Brad Serwin	$	325,000		$	169,271
Joseph Sirosh	$	450,000		$	379,688

(1) Effective January 1, 2021.

Signing bonuses. From time to time, we have provided special signing bonuses to attract talented and experienced executive officers. We have provided these signing bonuses based on individual negotiations which reflect, in large part, compensation opportunities that these executive officers were foregoing from their prior employers, the executive officer’s anticipated role criticality relative to others at our company, and the determination by our board of directors and, following its establishment, compensation committee, and members of our management, including our CEO, of the essential need to attract and retain these executive officers.

Cash bonuses. Prior to this offering, our executive officers have been eligible to earn discretionary annual bonuses generally based on company and individual performance. The amount of the bonus earned, and the evaluation of company and individual performance, was determined by our board of directors for our CEO and by our CEO, after consultation with our board of directors, for our other executive officers taking into account

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individual performance and contributions to our performance as it related to overall company success. Following this offering, the amount of bonus earned will be determined by our compensation committee.

Historically, we have set target annual bonus amounts for our executive officers at the time of hire. These amounts are usually expressed as an amount in cash determined on an individual basis, which we felt was appropriate based on individual negotiations with each executive officer and considering factors such as compensation opportunities that these executive officers were foregoing from their prior employers, cash bonuses provided to executive officers of our peer companies, the executive officer’s anticipated role criticality relative to others at our company, and the determination by our board of directors and, following its formation, compensation committee, and members of our management, including our CEO, of the essential need to attract, incentivize and retain these executive officers.

We may also grant discretionary bonuses in order to recognize extraordinary or outstanding individual contributions.

In December 2020, our compensation committee granted a discretionary bonus of $1.8 million to Mr. Serwin, our General Counsel and Corporate Secretary, based on his outstanding individual performance and contributions to our company in 2020, including his role in building out our legal and compliance organization. Pursuant to the terms of the discretionary bonus, if his employment with us is terminated either voluntarily by Mr. Serwin or by us prior to or on June 15, 2024 for cause, or without cause (and other than within 60 days before or 12 months after a change in control transaction), he will have to repay the discretionary bonus, in full. Commencing on June 15, 2024, our right to repayment of the discretionary bonus will lapse with respect to a portion of the bonus on a quarterly basis over four years, subject to Mr. Serwin’s continued employment with us.

Equity compensation. As a privately-held and high-growth company, we have historically used equity incentives as the key component of our total compensation package for executive officers and the primary vehicle for offering long-term incentives for our executive officers. Consistent with our compensation objectives, we believe this approach has allowed us to attract and retain experienced and talented executive officers, aligned our executive officers’ incentives with the long-term interests of our company and our stockholders, and focused our executive officers on achieving our financial and strategic objectives. In determining the form, size, and material terms, and frequency of executive equity awards, our board of directors and, following its formation, compensation committee, customarily considered, among other things, the criticality of each executive officer’s role relative to others at our company, company and individual performance, and the determination of our board of directors, compensation committee, and members of our management, including our CEO, of the essential need to retain these executive officers. We have historically used equity awards in the form of stock options and RSUs. Equity awards are designed to encourage high performance by and long-term tenure for executive officers, thereby strongly aligning executive officers’ interests with the interests of our stockholders. We believe that stock options encourage the achievement of strong share price growth and are performance-based in nature because they only have value if the share price increases. We also believe that RSUs serve as an important retention vehicle and effective performance incentive, and align the interests of management and stockholders. In 2020, equity grants to our executive officers generally consisted of a combination of RSU grants and stock options, as follows:

• Stock option grants. In 2020, we granted stock options to certain of our executive officers. The standard vesting schedule for stock option grants awarded in 2020 provides that one-fourth of the shares, as applicable, subject to the stock option will vest after one year of continuous employment or service with us, and, generally 1/48th of the shares subject to the stock option will vest on a monthly basis thereafter, subject to the individual’s continuous employment or service with us. Certain of the stock option grants awarded in 2020 have vesting schedules that provide that one-fifth of the shares subject to the stock option will vest after one year of continuous employment with us, and thereafter that 1/60th of the shares will vest on a monthly basis, subject to the individual’s continuous service with us. In addition, in the case of our Chief Technology Officer, certain stock options also require attainment of certain public equity valuation milestones.

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• RSU grants. In 2020, we granted RSUs to certain of our executive officers. For RSUs granted prior to December 2020, the RSUs are generally subject to vesting based on the satisfaction of a time and service-based requirement and a liquidity event requirement. RSUs granted in December 2020 are subject to vesting based on the satisfaction of a time-based service requirement. For the RSUs granted prior to December 2020, the liquidity event requirement will be satisfied upon the earlier of (i) a sale event, including a change in control transaction, or (ii) the consummation of this offering. In addition, in the case of our CEO, certain RSUs are performance-based and provide for vesting only upon the achievement of certain public equity valuation milestones.

Our named executive officers received RSUs and stock options in 2020 as follows:

Executive	Stock Options(#)		RSUs(#)
Robert Reffkin		—		1,722,362
Kristen Ankerbrandt		—		32,764
Greg Hart		155,571		104,038
Brad Serwin		81,026		215
Joseph Sirosh		162,054		455

In March 2020, our board of directors granted two tranches of RSUs to Mr. Reffkin: one with a time and service-based vesting condition and a liquidity-based vesting condition, referred to as the Refresh RSU, and another with service-based and performance-based vesting conditions, referred to as the Performance-Based RSU. The Refresh RSU vests as follows: the time and service-based vesting condition provides that 1/48th of the shares underlying the RSU will vest monthly, subject to Mr. Reffkin’s continuous employment with us and the liquidity condition will be satisfied following the date of this offering. The Performance-Based RSU vests as follows: if we achieve a market price of $231.39 per share of our Class A common stock following this offering, which represents a price equal to 150% of the price of $154.27, or the “reference price”, 12.5% of the shares subject to the award will vest. An additional 12.5% of the shares subject to the award will vest upon the achievement of a market price per share of our Class A common stock at each of 200%, 250%, 300%, 350%, 400%, 450% and 500% of the reference price. The price per share of our Class A common stock will be based on the arithmetic average of the volume-weighted average trading price of our Class A common stock on any 30 trading-day-window period beginning on the first trading day on or following the 210th day following the date of this offering.

In June 2020, our compensation committee granted a stock option to Mr. Sirosh that vests upon the satisfaction of both a time and service-based vesting condition and performance-based vesting conditions, or the Performance-Based Option. The time and service-based vesting condition provides that 1/60th of the shares under the stock option will vest monthly for the first 36 months, subject to Mr. Sirosh remaining in continuous service with us and thereafter 1/30th of the shares will vest each month. The performance-based conditions provide that if we achieve a market price of $231.39 per share of our Class A common stock following this offering, which represents a price equal to 150% of the price of the reference price, 25% of the shares subject to the stock option will vest. An additional 25% of the shares subject to the stock option will vest upon the achievement of a market price per share of our Class A common stock at each of 200%, 250% and 300% of the reference price. The price per share of our Class A common stock will be based on the arithmetic average of the volume-weighted average trading price of our Class A common stock on any 30 trading-day-window period beginning on the first trading day on or following the 210th day following the date of this offering.

Accelerated Vesting. In addition, we have approved accelerated vesting provisions for certain RSU and stock option grants to certain executive officers upon involuntary termination of those executive officers’ employment in connection with a change in control. We believe these accelerated vesting provisions reflect current market practices, based on the collective knowledge and experiences of our compensation committee members and of our compensation consultants, and allow us to attract and retain talented and experienced executive officers. We also believe that these accelerated vesting provisions will allow our executive officers, including our named

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executive officers, to focus their attention on the business operations of our company in the face of the potentially disruptive impact of a rumored or actual change in control transaction, to assess takeover bids objectively without regard to the potential impact on their own job security, and to allow for a smooth transition in the event of a change in control. Additional information regarding accelerated vesting in connection with a change of control is discussed below in the section titled “—Potential Payments Upon Termination or Change in Control.”

Post-employment compensation. In hiring several of our named executive officers in 2020, we recognized that many of our desired candidates were leaving the security of employment with companies where they had existing severance and change in control compensation benefits. Accordingly, we sought to develop compensation packages that could attract talented and experienced executive officers while being sensitive to the need to integrate new executive officers into our existing executive compensation structure. To achieve this balance, we approved severance benefits for certain named executive officers in the event of their involuntary terminations of employment, including in connection with a change in control. We believe that these agreements encourage our executive officers to focus their attention on the business operations of our company in the face of the potentially disruptive impact of a rumored or actual change in control transaction, to assess takeover bids objectively without regard to the potential impact on their own job security and to allow for a smooth transition in the event of a change in control. We believe the size and terms of these benefits we provided in 2020 appropriately balance the costs and benefits to our stockholders. We also believe these benefits were consistent with the benefits offered by companies with whom we compete for talent, and accordingly allow us to recruit and retain talented and experienced executive officers.

The terms and conditions of employment for each of our named executive officers are set forth in compensation and offer letters. For a summary of the material terms and conditions of these executive agreements, see the section titled “—Executive Agreements” below. For a summary of the material terms and conditions of the severance and change in control arrangements in effect as of December 31, 2020, see the section titled “—Potential Payments Upon Termination or Change in Control” below.

Welfare and other benefits

We provide health, dental, vision, life, and disability insurance benefits to our executive officers, on the same terms and conditions as provided to all other eligible U.S. employees. Our executive officers may also participate in our broad-based 401(k) plan, which currently does not include a company match or discretionary contribution. We believe these benefits are consistent with the broad-based employee benefits provided at the companies with whom we compete for talent and therefore are important to attracting and retaining talented and experienced executive officers.

In addition to the employee benefits described above, we have provided certain of our named executive officers with reimbursement of legal expenses and relocation benefits upon hire.

We believe that the benefits and perquisites described above are consistent with our overall executive compensation program, enable us to attract and retain talented and experienced executive officers, and provide competitive compensation packages to our named executive officers. We detail the values of legal expenses and other benefits and perquisite-related costs in the 2020 Summary Compensation Table below. Following this offering, our compensation committee intends to review periodically the levels of perquisites and other personal benefits provided to our named executive officers. Based on these periodic reviews, perquisites may be awarded or adjusted on an individual basis.

Tax and Accounting Considerations

Deductibility of executive compensation. Deductibility of executive compensation. Section 162(m) of the Code generally disallows public companies a tax deduction for federal income tax purposes of remuneration in excess

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of $1 million paid to their principal executive officer, principal financial officer, and certain other current and former executive officers. Remuneration in excess of $1 million may only be deducted if it is “qualified performance-based compensation” within the meaning of Section 162(m) or qualifies for one of the other exemptions from the deductibility limit. In making compensation decisions, the compensation committee considers the potential effects of Section 162(m) on the compensation paid to the named executive officers. The compensation committee has not in past years taken the deductibility limit imposed by Section 162(m) into consideration in setting compensation for our executive officers. In approving the amount and form of compensation for our executive officers in the future, however, the compensation committee will consider all elements of the cost to us of providing such compensation, including the potential impact of Section 162(m). Recent changes to Section 162(m) in connection with the passage of the Tax Cuts and Jobs Act of 2017 repealed exceptions to the deductibility limit that were previously available for “qualified performance-based compensation,” including stock option grants, effective for taxable years after December 31, 2017. As a result, any compensation paid to certain of our executive officers in excess of $1 million will be non-deductible unless it qualifies for transition relief afforded to compensation payable pursuant to certain binding arrangements in effect on November 2, 2017. The compensation committee will continue to monitor the issue of deductibility of executive compensation and make adjustments to our executive compensation program to maximize the deductibility of our executive compensation to the extent that it believes such result is consistent with the objectives of individual compensation elements and the best interests of us and our stockholders.

Taxation of “parachute” payments and deferred compensation. Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that the company or a successor may forfeit a deduction on the amounts subject to this additional tax. None of our executive officers, including our named executive officers, are entitled to “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999.

Accounting treatment. The compensation committee considers accounting implications when designing compensation plans and arrangements for our executive officers and other employees. Chief among these is FASB ASC Topic 718, or ASC 718, the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

Risk Assessment of Compensation Programs

Our management team and the compensation committee each play a role in evaluating and mitigating any risk that may exist relating to our compensation plans, practices and policies for all employees, including our named executive officers. Following this offering, the compensation committee’s independent compensation consultant will perform an assessment, in conjunction with management, of our compensation plans and practices to determine whether our compensation programs create risks that are reasonably likely to have a material adverse effect on the company.

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2020 Summary Compensation Table

The following table summarizes information regarding the compensation awarded to, earned by, or paid to our named executive officers for 2020.

Name and Principal Position	Year		Salary ($)			Bonus ($)(1)			Stock Awards ($)(2)			Option Awards ($)(2)			All Other Compensation ($)			Total ($)
Robert Reffkin		2020		126,350	(3)					(4	)(5)		—			348,650	(6)
Chief Executive Officer and Director
Kristen Ankerbrandt		2020		320,312	(7)		2,000,000	(8)					—			—
Chief Financial Officer
Greg Hart(9)		2020		237,879	(10)		1,450,000	(11)								—
Chief Product Officer
Brad Serwin(12)		2020		169,271	(13)		1,800,000	(14)								—
General Counsel and Corporate Secretary
Joseph Sirosh		2020		379,688	(15)								(16	)		—
Chief Technology Officer

(1) The discretionary annual bonuses for 2020 have not yet been determined. For more information about our executive officers’ discretionary bonuses, see the section titled “—Compensation Discussion and Analysis—Components of Executive Compensation Program—Cash Bonuses.”

(2) The amounts reported in this column do not reflect the actual economic value realized by each named executive officer. In accordance with SEC rules, this column represents the value of shares underlying stock awards, calculated in accordance with ASC 718. For additional information, see Note 1 in the notes to our consolidated financial statements. The assumptions used in calculating the value of the stock awards reported in this table are set forth in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation.”

(3) The amount reflects a paid salary of $62,500 through March 15, 2020, of $0 for the period of March 16, 2020 to July 31, 2020, and of $63,850 from August 1, 2020 to December 31, 2020.

(4) The amount includes the value of the Performance-Based RSU equal to $                . The value of the Performance-Based RSU is based on the maximum outcome of the applicable performance condition (i.e., based on 100% of performance). For additional information, see the section titled “—Compensation Discussion and Analysis—Components of Executive Compensation Program—Equity Compensation.”

(5) Subsequent to 2020, in January 2021, our compensation committee granted a Performance-Based RSU award for             shares of Class A common stock to Mr. Reffkin under the 2012 Plan. The RSU award vests as follows:                     . The table does not include the value of the RSU award granted in January 2021.

(6) The amount reported is the aggregate amount of payments made by us on behalf of Mr. Reffkin for certain legal expenses. Such amount reflects a $75,000 legal allowance. The remaining payments were offset by foregone salary. See footnote (3) above for additional information.

(7) The amount reflects an annual salary of $375,000 through March 31, 2020, of $281,250 for the period of April 1, 2020 to April 30, 2020, of $187,500 for the period of May 1, 2020 to July 31, 2020, and $375,000 commencing August 1, 2020.

(8) The amount represents a $2,000,000 retention bonus earned by Ms. Ankerbrandt following the second anniversary of her service as Chief Financial Officer.

(9) Mr. Hart was appointed as our Chief Product Officer in February 2020. Accordingly, his salary reflects prorated amounts for 2020.

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(10) The amount reflects an annual salary of $400,000 through May 15, 2020, of $200,000 for the period of May 16, 2020 to August 15, 2020, and of $400,000 commencing August 16, 2020.

(11) The amount includes two signing bonuses (designed to partially offset compensation he forfeited from his previous employer when joining us), each in the amount of $725,000, earned by Mr. Hart for continued service as Chief Product Officer following his appointment in 2020.

(12) Mr. Serwin was appointed as our General Counsel and Corporate Secretary in May 2020. Accordingly, his salary reflects prorated amounts for 2020.

(13) The amount reflects an annual salary of $162,500 for the period of May 29, 2020 to July 31, 2020, and of $325,000 commencing August 1, 2020.

(14) The amount represents a discretionary bonus awarded to Mr. Serwin in December 2020 for outstanding individual performance. The discretionary bonus was made to Mr. Serwin in consideration for Mr. Serwin declining an RSU award granted in December 2020. For additional information, see the section titled “—Compensation Discussion and Analysis—Components of Executive Compensation Program—Cash Bonuses.”

(15) The amount reflects an annual salary of $450,000 through March 31, 2020, of $337,500 for the period of April 1, 2020 to May 15, 2020, of $225,000 for the period of May 16, 2020 to August 15, 2020, and of $450,000 commencing August 16, 2020.

(16) The amount reflects the value of the Performance-Based Option equal to $            . The value of the Performance-Based Option is based on the maximum outcome of the applicable performance condition (i.e., based on 100% of performance). For additional information on the valuation assumptions, see footnote (2) above. For a description of the vesting terms including the performance-based vesting conditions, see footnote (18) to the “—Outstanding Equity Awards as of December 31, 2020” table below.

Grants of Plan-Based Awards Table

The following table shows all plan-based awards granted to our named executive officers during 2020. The equity awards granted during 2020 identified in the table below are also reported below in “—Outstanding Equity Awards as of December 31, 2020.” For additional information regarding incentive plan awards, please refer to “—Employee Benefits and Stock Plans” below.

	Type of Award(1)	Grant Date(2)		All Other Stock Awards: Number of Shares of Stock or Units (#)		Exercise Price or Base Price of Option Awards ($/sh)		Grant Date Fair Value of Stock and Option Awards  ($)(3)
Robert Reffkin	RSU		3/12/2020		861,181		—
	Performance-Based RSU		3/12/2020		861,181		—
Kristen Ankerbrandt	RSU		6/24/2020		354		—
	RSU		12/28/2020		32,410		—
Greg Hart	Stock Option		4/14/2020		155,571		64.35
	RSU		4/14/2020		103,714		—
	RSU		6/24/2020		324		—
Brad Serwin	Stock Option		5/29/2020		64,821		64.35
	RSU		6/24/2020		215		—
	Stock Option		10/27/2020		16,205		68.75
Joseph Sirosh	Performance-Based Stock Option		6/8/2020		162,054		64.35
	RSU		6/24/2020		455		—

(1) Unless otherwise indicated, all RSU awards are service-based.

(2) The vesting schedule applicable to each award is set forth below in the “—Outstanding Equity Awards as of December 31, 2020” table.

(3) The amounts reported in this column do not reflect the actual economic value realized by each named executive officer. In accordance with SEC rules, the amounts reported in this column represent the value of

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shares underlying stock and option awards, calculated in accordance with ASC 718. For additional information, see Note 1 of the notes to our consolidated financial statements. The assumptions used in calculating the value of the stock and option awards reported in this table are set forth in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Stock-Based Compensation.”

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Outstanding Equity Awards as of December 31, 2020

The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2020.

				Option Awards(1)									Stock Awards(1)
Name	Grant Date			Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)			Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(2)
Robert Reffkin		07/3/2018	(3)		—		—		—			—		63,013
		3/12/2020	(4)		—		—		—			—		861,161
		3/12/2020	(5)		—		—		—			—		861,161
Kristen Ankerbrandt		3/28/2019	(6)		1,581		36,371	$	51.60			3/27/2029		—		—
		3/28/2019	(7)		46,385		—		94.72	(8)		3/27/2029		—		—
		6/24/2020	(9)		—		—		—			—		354
		12/28/2020	(10)		—		—		—			—		32,410
Greg Hart		4/14/2020	(11)		—		155,571		64.35			4/13/2030		—		—
		4/14/2020	(12)		—		—		—			—		103,714
		6/24/2020	(9)		—		—		—			—		324
Brad Serwin		5/29/2020	(13)		—		64,821		64.35			5/28/2030		—		—
		6/24/2020	(9)		—		—		—			—		215
		10/27/2020	(14)		—		16,205		68.75			10/26/2030		—		—
Joseph Sirosh		12/20/2018	(15)		—		32,254		51.60			12/19/2028		—		—
		12/20/2018	(16)		—		—		—			—		96,768
		3/28/2019	(17)		—		—		—			—		45,537
		6/8/2020	(18)		—		162,054		64.35			6/7/2030		—		—
		6/24/2020	(9)		—		—		—			—		455

(1) All of the outstanding equity awards described in this table were granted under our 2012 Plan. Unless otherwise noted in the footnotes, all stock options referenced in this table are subject to early exercise provisions.

(2) The market value for our stock awards is based upon the assumed initial public offering price of our Class A common stock of $        per share, the midpoint of the price range on the cover of this offering.

(3) The restricted stock award vests at a rate of 1/48th each month from June 21, 2018 subject to Mr. Reffkin’s continuous service.

(4) The RSU only vests upon the satisfaction of both (i) a time and service-based vesting condition and (ii) a liquidity-based vesting condition. The service-based vesting condition provides that 1/48th of the shares under the RSU will vest monthly commencing on the 25th day of each month, subject to Mr. Reffkin remaining in continuous service through each vesting date. The liquidity-based vesting condition will be satisfied on the date of this offering. The RSU is subject to acceleration upon certain events as described in the section titled “—Potential Payments upon Termination or Change in Control.”

(5) In addition to a service-based vesting condition, this RSU vests upon achievement of performance-based vesting conditions. The performance-based vesting conditions provide that 12.5% of the shares subject to the Performance-Based RSU will vest subject to the achievement of a market price per share of $231 per share of our Class A common stock following this offering or 150% of the price of $154.27, or the “reference price.” An additional 12.5% of the shares subject to the RSU will vest upon the achievement of a market price per share of our Class A common stock at each of 200%, 250%, 300%, 350%, 400%, 450% and 500% of the reference price. The price per share of our Class A common stock will be based on the arithmetic average of the volume-weighted average trading price of our Class A common stock on any 30 trading-day-window period beginning on the first trading day on or following the 210th day after the date of this offering.

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(6) The stock option vests at the rate of 1/24th of the shares of Class A common stock underlying the stock option at the end of each month of continuous employment.

(7) The shares subject to the stock option are fully vested.

(8) Represents the exercise price of the stock options as of November 28, 2020 pursuant to an adjustment mechanism in Ms. Ankerbrandt’s stock option agreement, dated March 28, 2019. Upon the second anniversary of Ms. Ankerbrandt’s continued service with us, the exercise price of the stock options increased from $51.60 to $94.72 in accordance with the terms of the stock option agreement.

(9) The RSU vests upon the satisfaction of both (i) a service-based vesting condition, which was satisfied in full on August 1, 2020 and (ii) a liquidity-based vesting condition, which will be satisfied on the date of this offering.

(10) The RSU vests at the rate of 1/16th of the shares on a quarterly basis commencing as of December 15, 2020, subject to Ms. Ankerbrandt remaining in continuous service with us. Upon or following a vesting date of the RSU, the Company will settle the RSU on a one-to-one basis no later than March 15 of the calendar year following the calendar year in which a vesting date occurs.

(11) The stock option vests at the rate of 1/5th of the shares of Class A common stock underlying the stock option after one year of continuous employment from April 13, 2020 and 1/60th of the shares subject to the stock option will vest at the end of each month of continuous employment thereafter.

(12) The RSU only vests upon the satisfaction of both (i) a time and service-based vesting condition and (ii) a liquidity-based vesting condition. The service-based vesting condition provides that 1/5th of the shares subject to the RSU vest on the first anniversary of April 13, 2020 and 1/60th of the shares subject to the RSU vest each month thereafter subject to Mr. Hart’s continued service. The liquidity-based vesting condition will be satisfied on the date of this offering.

(13) The stock option vests at the rate of 1/4th of the shares of Class A common stock underlying the stock option after one year of continuous employment from May 29, 2020 and 1/48th of the shares subject to the option will vest at the end of each month of continuous employment thereafter.

(14) The stock option vests at the rate of 1/4th of the shares of Class A common stock underlying the stock option after one year from October 26, 2020 and 1/48th of the shares subject to the stock option will vest at the end of each month of continuous employment thereafter.

(15) The stock option vests at the rate of 1/4th of the shares of Class A common stock underlying the stock option after one year of continuous employment from November 30, 2018 and 1/48th of the shares subject to the option will vest at the end of each month of continuous employment thereafter.

(16) The shares were acquired pursuant to an early exercise provision and remain subject to our repurchase right in accordance with the vesting schedule of the stock option. The restricted stock vests at the rate of 1/48th each month subject to Mr. Sirosh’s continuous service.

(17) The RSU vests upon the satisfaction of both (i) a time and service-based vesting condition and (ii) a liquidity-based vesting condition. The service-based vesting condition provides that 1/4th of the shares under the RSU vest after one year and 1/48th of the of the shares subject to the RSU vest each month thereafter subject to Mr. Sirosh’s continuous employment. The liquidity-based vesting condition will be satisfied on the date of this offering.

(18) The Performance-Based Option only vests upon the satisfaction of both (i) a time and service-based vesting condition and (ii) performance-based vesting conditions. The service-based vesting condition provides that 1/60th of the shares under the stock option will vest monthly for the first 36 months, subject to Mr. Sirosh remaining in continuous service with us following the vesting commencement date and 1/30th of the shares for each month thereafter. The performance-based vesting conditions provide that 25% of the shares subject to the stock option will vest subject to the achievement of a market price per share of $231 per share of our Class A common stock following this offering or 150% of the price of $154.27, or the “reference price.” An additional 25% of the shares subject to the stock option will vest upon the achievement of a market price per share of our Class A common stock at each of 200%, 250% and 300% of the reference price. The price per share of our Class A common stock will be based on the arithmetic average of the volume-weighted average trading price of our Class A common stock on any 30 trading-day-window period beginning on the first trading day on or following the 210th day after the date of this offering.

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Stock Option Exercises and Stock Vested During 2020

The following table shows information regarding options that were exercised by our named executive officers during 2020 and each vesting of stock during 2020.

	Option Awards(1)				Stock Awards(2)
Name	Number of Shares Acquired on Exercise		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting		Value Realized on Vesting ($)
Robert Reffkin		—		—		42,009
Joseph Sirosh		129,022				—		—

(1) The value realized on exercise is the difference between the fair market value of the underlying stock at the time of exercise and the exercise price of the option.

(2) The value realized on vesting is the fair market value of the underlying stock on the vesting date.

Pension Benefits

Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during 2020.

Nonqualified Deferred Compensation

Our named executive officers did not participate in, or earn any benefits under, a nonqualified deferred compensation plan sponsored by us during 2020.

Offer Letters

We have entered into amended and restated offer letters with each of our named executive officers. In addition, each of our named executive officers has executed our form of standard employee invention assignment and confidentiality agreement. Any potential payments and benefits due upon a termination of employment or a change of control of us are further described below in the section titled “—Potential Payments upon Termination or Change of Control.”

Robert Reffkin

In                ,                 , we entered into a compensation letter with Mr. Reffkin, our Chief Executive Officer and a member of our board. This offer letter provides for an annual base salary of $        .                  Mr. Reffkin is an at-will employee and does not have a fixed employment term.                 He is eligible to participate in our annual performance bonus plan and employee benefit plans, including health insurance, that we offer to our employees.

Kristen Ankerbrandt

In                ,                 , we entered into an offer letter with Ms. Ankerbrandt, our Chief Financial Officer. The offer letter provides for an annual base salary of $        . Ms. Ankerbrandt is an at-will employee and does not have a fixed employment term. She is eligible to participate in our annual performance bonus plan and employee benefit plans, including health insurance, that we offer to our employees.

Greg Hart

In                ,                 , we entered into an offer letter with Mr. Hart, our Chief Product Officer. This offer letter provides for an annual base salary of $        . Mr. Hart is an at-will employee and does not have a fixed

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employment term. He is eligible to participate in our annual performance bonus plan and employee benefit plans, including health insurance, that we offer to our employees.

Brad Serwin

In                ,                 , we entered into an offer letter with Mr. Serwin, our General Counsel and Corporate Secretary. This offer letter provides for an annual base salary of $        . Mr. Serwin is an at-will employee and does not have a fixed employment term. He is eligible to participate in our annual performance bonus plan and employee benefit plans, including health insurance, that we offer to our employees.

Joseph Sirosh

In                ,                 , we entered into an offer letter with Mr. Sirosh, our Chief Technology Officer. This offer letter provides for an annual base salary of $        . Mr. Sirosh is an at-will employee and does not have a fixed employment term. He is eligible to participate in our annual performance bonus plan and employee benefit plans, including health insurance, that we offer to our employees.

Potential Payments upon Termination or Change of Control

Executive Severance Agreements

We entered into change in control and severance agreements with each of our executive officers, including our named executive officers, which provide for the following benefits if the executive is terminated by us without cause (as such term is defined in the change in control and severance agreement) outside of a change in control (as such term is defined in the change in control and severance agreement) in exchange for a customary release of claims: (i) a lump sum severance payment of                months base salary for our executive officers (                months for our Chief Executive Officer and                months for our Chief Financial Officer), (ii) a lump sum payment equal to the executive officer’s then-current target bonus opportunity on a pro-rated basis, and (iii) payment of premiums for continued medical benefits (or equivalent cash payment if applicable law so requires) for the same period of time as the salary severance.

If the executive officer’s employment is terminated by us without cause or by the executive for good reason within the three months preceding a change in control (but after a legally binding and definitive agreement for a potential change of control has been executed) or within the twelve months following a change in control, the change in control and severance agreements provide the following benefits in exchange for a customary release of claims: (i) a lump sum severance payment of                 months base salary and    % of target bonus for our executive officers (                 months base salary and    % target bonus for our Chief Executive Officer, (ii) a lump sum payment equal to the executive officer’s then-current target bonus opportunity on a pro-rated basis, (iii)    % acceleration of any then-unvested equity awards, and (iv) payment of premiums for continued medical benefits (or equivalent cash payment if applicable law so requires) for the same period of time as the salary severance. Each change in control and severance agreement is in effect for three years, with automatic renewals unless notice is given by us to the executive officer three months prior to expiration.

The benefits under the change in control and severance agreements supersede all other cash severance and vesting acceleration arrangements.

Employee Benefits and Stock Plans

2012 Stock Incentive Plan

Our 2012 Plan was adopted by our board of directors in October 2012 and was last amended in September 2020. The 2012 Plan provides for the grant of incentive stock options, or ISOs, nonqualified stock options, or NSOs, stock appreciation rights, or SARs, restricted stock awards and RSUs.                 ISOs may be granted only to our

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employees, including our officers, and the employees of any parent or subsidiary.                 All other awards may be granted to our employees, including our officers, our non-employee directors and consultants, and the employees and consultants of our affiliates.                 The Company regularly grants equity awards to real estate agent contractors in the ordinary course of business.

Our 2012 Plan is currently administered by our compensation committee. The administrator has the authority to construe and interpret our 2012 Plan and any agreement or document executed pursuant to the plan, grant awards, and make all other determinations necessary or advisable for the administration of the plan.

Our 2012 Plan will terminate ten years from the earlier of the date our board of directors approves the plan or the date our stockholders approves the plan, unless it is terminated earlier by our board of directors. Our board of directors may amend or terminate our 2012 Plan at any time, but such amendment or termination may not affect any shares previously issued or any award previously granted under the plan. If our board of directors amends our 2012 Plan, it does not need to ask for stockholder approval of the amendment unless required by applicable law.

In the event of a “reorganization event” (as such terms are defined in the 2012 Plan), the 2012 Plan provides that awards may be continued, assumed, substituted, settled by payment (in cash or securities of the surviving corporation or its parent) of the value of the vested portion of the award, accelerated (in full or in part), or cancelled without consideration, and awards would terminate upon the consummation of the acquisition or other combination unless they are continued, assumed, or substituted, subject to a determination by the board of directors under certain circumstances that the action, taking into account any related action, does not materially and adversely affect the plan participant’s rights under the 2012 Plan or the change is permitted under the 2012 Plan as the case maybe. Our board of directors, in its sole discretion, may provide for the accelerated vesting of awards.

Awards granted under our 2012 Plan generally may not be transferred in any manner other than by will or by the laws of descent and distribution, unless otherwise permitted by the administrator.

As of December 31, 2020, we had reserved                shares of our common stock for issuance under our 2012 Plan. As of December 31, 2020, options to purchase                shares of our common stock, SARs covering                shares of our common stock, and RSUs covering                shares of our common stock remained outstanding, and                shares of our common stock remained available for future grant.                 The stock options outstanding as of December 31, 2020 had a weighted-average exercise price of $        per share, and the SARs had a weighted-average exercise price of $        per share.

2021 Equity Incentive Plan

In                2021, our board of directors and our stockholders approved our 2021 Equity Incentive Plan, or the 2021 Plan, as a successor to our 2012 Plan that will become effective on the date immediately prior to the effectiveness of the registration statement of which this prospectus forms a part. The 2021 Plan authorizes the award of both stock options, which are intended to qualify for tax treatment under Section 422 of the Code, and nonqualified stock options, as well for the award of restricted stock awards, or RSAs, stock appreciation rights, or SARs, restricted stock units, or RSUs, and performance and stock bonus awards. Pursuant to the 2021 Plan, incentive stock options may be granted only to our employees. We may grant all other types of awards to our employees, directors, and consultants.

Shares reserved. We have initially reserved                shares of our Class A common stock, plus any reserved shares not issued or subject to outstanding grants under the 2012 Plan on the effective date of the 2021 Plan, for issuance pursuant to awards granted under our 2021 Plan. The number of shares reserved for issuance under our 2021 Plan will increase automatically on January 1 of each of 2022 through 2031 by the number of shares equal to    % of the aggregate number of outstanding shares of all classes of our common stock as of the immediately preceding December 31, or a lesser number as may be determined by our board of directors.

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In addition, the shares set forth below will again be available for issuance pursuant to awards granted under our 2021 Plan:

• shares subject to options or SARs granted under our 2021 Plan that cease to be subject to the option or SAR for any reason other than exercise of the option or SAR;

• shares subject to awards granted under our 2021 Plan that are subsequently forfeited or repurchased by us at the            original issue price;

• shares subject to awards granted under our 2021 Plan that otherwise terminate without such shares being issued;

• shares subject to awards granted under our 2021 Plan that are surrendered, cancelled, or exchanged for cash or a different award (or combination thereof);

• shares issuable upon the exercise of options or subject to other awards granted under our 2012 Plan that cease to be subject to such options or other awards, by forfeiture or otherwise, after the effective date of the 2021 Plan;

• shares subject to awards granted under our 2012 Plan that are forfeited or repurchased by us at the original price after the effective date of the 2021 Plan; and

• shares subject to awards under our 2012 Plan or our 2021 Plan that are used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award.

Administration. Our 2021 Plan will be administered by our compensation committee, or by our board of directors acting in place of our compensation committee. Subject to the terms and conditions of the 2021 Plan, the administrator will have the authority, among other things, to select the persons to whom awards may be granted, construe and interpret our 2021 Plan as well as to determine the terms of such awards and prescribe, amend and rescind the rules and regulations relating to the plan or any award granted thereunder. The 2021 Plan provides that the administrator may delegate its authority, including the authority to grant awards, to one or more executive officers to the extent permitted by applicable law, provided that awards granted to non-employee directors may only be determined by our board of directors.

Options. The 2021 Plan provides for the grant of both incentive stock options intended to qualify under Section 422 of the Code, and nonqualified stock options to purchase shares of our common stock at a stated exercise price. Incentive stock options may only be granted to employees, including officers and directors who are also employees. The exercise price of stock options granted under the 2021 Plan must be at least equal to the fair market value of our common stock on the date of grant. Incentive stock options granted to an individual who holds, directly or by attribution, more than ten percent of the total combined voting power of all classes of our capital stock must have an exercise price of at least 110% the fair market value of our common stock on the date of grant.

Options may vest based on service or achievement of performance conditions, as determined by the administrator. The administrator may provide for options to be exercised only as they vest or to be immediately exercisable, with any shares issued on exercise being subject to our right of repurchase that lapses as the shares vest. In the event of a participant’s termination of service, an option is generally exercisable, to the extent vested, for a period of 12 months in the case of termination due to the participant’s death or disability, or such longer or shorter period as the administrator may provide, but in any event no later than the expiration date of the stock option. Stock options generally terminate upon a participant’s termination of employment for cause. The maximum term of options granted under our 2021 Plan is ten years from the date of grant, except that the maximum permitted term of incentive stock options granted to an individual who holds, directly or by attribution, more than ten percent of the total combined voting power of all classes of our capital stock is five years from the date of grant.

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Restricted stock awards. An RSA is an offer by us to grant or sell shares of our common stock subject to restrictions, which may lapse based on the satisfaction of service or achievement of performance conditions. The price, if any, of an RSA will be determined by the administrator. Holders of RSAs, unlike holders of options, will have the right to vote and any dividends or distributions paid with respect to such shares be subject to the same vesting terms and other restrictions as the RSA and will be accrued and paid when the vesting terms on such shares lapse. Unless otherwise determined by the administrator, vesting will cease on the date the participant no longer provides services to us and unvested shares may be forfeited to or repurchased by us.

Stock appreciation rights. A SAR provides for a payment, in cash or shares of our common stock (up to a specified maximum of shares, if determined by the administrator), to the participant based upon the difference between the fair market value of our common stock on the date of exercise and a predetermined exercise price, multiplied by the number of shares. The exercise price of a SAR must be at least the fair market value of a share of our common stock on the date of grant. SARs may vest based on service or achievement of performance conditions. No SAR may have a term that is longer than ten years from the date of grant.

Restricted stock units. RSUs represent the right to receive the value of shares of our common stock at a specified date in the future and may be subject to vesting based on service or achievement of performance conditions. RSUs may be settled in cash, shares of our common stock or a combination of both as soon as practicable following vesting or on a later date subject to the terms of the 2021 Plan. No RSU may have a term that is longer than ten years from the date of grant.

Performance awards. Performance awards granted pursuant to the 2021 Plan may be in the form of a cash bonus, or an award of performance shares or performance units denominated in shares of our common stock that may be settled in cash, property or by issuance of those shares, subject to the satisfaction or achievement of specified performance conditions.

Stock bonus awards. A stock bonus award provides for payment in the form of cash, shares of our common stock or a combination thereof, based on the fair market value of shares subject to such award as determined by the administrator. The awards may be granted as consideration for services already rendered, or at the discretion of the administrator, may be subject to vesting restrictions based on continued service or performance conditions.

Dividend equivalents rights. Dividend equivalent rights may be granted at the discretion of the administrator and represent the right to receive the value of dividends, if any, paid by us in respect of the number of shares of our common stock underlying an award. Dividend equivalent rights will be subject to the same vesting or performance conditions as the underlying award and will be paid only when the underlying award becomes vested or may be deemed to have been reinvested by the company. Dividend equivalent rights, if any, will be credited to participants in the form of additional whole shares.

Change of control. Our 2021 Plan provides that, in the event of a corporate transaction that constitutes a change of control of our company under the terms of the plan, outstanding awards will be subject to the agreement evidencing the change of control, which need not treat all outstanding awards in an identical manner, and may include one or more of the following: (i) the continuation of the outstanding awards; (ii) the assumption of the outstanding awards by the surviving corporation or its parent; (iii) the substitution by the surviving corporation or its parent of new options or equity awards for the outstanding awards; (iv) the full or partial acceleration of exercisability or vesting or lapse of the company’s right to repurchase or other terms of forfeiture and accelerated expiration of the award; or (v) the settlement of the full value of the outstanding awards (whether or not then vested or exercisable) in cash, cash equivalents, or securities of the successor entity with a fair market value equal to the required amount, as determined in accordance with the 2021 Plan, which payments may be deferred until the date or dates the award would have become exercisable or vested. Notwithstanding the foregoing, upon a change of control the vesting of all awards granted to our non-employee directors will accelerate and such awards will become exercisable, to the extent applicable, and vested in full immediately prior to the consummation of the change of control.

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Confidential Treatment Requested by Compass, Inc.

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Adjustment. In the event of a change in the number or class of outstanding shares of our common stock without consideration by reason of a stock dividend, extraordinary dividend or distribution, recapitalization, stock split, reverse stock split, subdivision, combination, consolidation reclassification, spin-off or similar change in our capital structure, proportional adjustments will be made to (i) the number and class of shares reserved for issuance under our 2021 Plan; (ii) the exercise prices, number and class of shares subject to outstanding options or SARs; and (iii) the number and class of shares subject to other outstanding awards, subject to any required action by the board or our stockholders and compliance with applicable laws.

Exchange, repricing and buyout of awards. The administrator may, without prior stockholder approval, (i) reduce the exercise price of outstanding options or SARs without the consent of any participant and (ii) pay cash or issue new awards in exchange for the surrender and cancellation of any, or all, outstanding awards, subject to the consent of any affected participant to the extent required by the terms of the 2021 Plan.

Director compensation limits. No non-employee director may receive awards under our 2021 Plan with a grant date value that, when combined with cash compensation received for his or her service as a director, exceeds $            in a calendar year or $            in the calendar year of his or her initial services as a non-employee director on our board of directors.

Clawback; transferability. All awards will be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by our board of directors or required by law during the term of service of the participant, to the extent set forth in such policy or applicable agreement. Except in limited circumstances, awards granted under our 2021 Plan may generally not be transferred in any manner other than by will or by the laws of descent and distribution.

Sub-plans. Subject to the terms of the 2021 Plan, the plan administrator may establish a sub-plan under the 2021 Plan and/or modify the terms of awards granted to participants outside of the United States to comply with any laws or regulations applicable to any such jurisdiction.

Amendment and termination. Our board of directors or compensation committee may amend our 2021 Plan at any time, subject to stockholder approval as may be required. Our 2021 Plan will terminate ten years from the date our board of directors adopts the plan, unless it is terminated earlier by our board of directors. No termination or amendment of the 2021 Plan may adversely affect any then-outstanding award without the consent of the affected participant, except as is necessary to comply with applicable laws or as otherwise provided by the terms of the 2021 Plan.

Limitations on Liability and Indemnification Matters

Our restated certificate of incorporation that will be in effect at the closing of this offering contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by the DGCL.

Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

any breach of the director’s duty of loyalty to us or our stockholders;

any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or

any transaction from which the director derived an improper personal benefit.

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Pursuant to 17 C.F.R. Section 200.83

Our restated certificate of incorporation that will be in effect at the closing of this offering will require us to indemnify our directors and officers to the maximum extent not prohibited by the DGCL and allow us to indemnify other employees and agents as set forth in the DGCL. Subject to certain limitations, our restated bylaws that will be in effect at the closing of this offering also require us to advance expenses incurred by our directors and officers for the defense of any action for which indemnification is required or permitted.

We have entered, and intend to continue to enter, into separate indemnification agreements with our directors, certain officers, and certain of our other employees, in addition to the indemnification provided for in our restated certificate of incorporation and restated bylaws. These agreements, among other things, require us to indemnify our directors, officers, and key employees for certain expenses, including attorneys’ fees, judgments, penalties, fines, and settlement amounts actually incurred by these individuals in any action or proceeding arising out of their service to us or any of our subsidiaries or any other company or enterprise to which these individuals provide services at our request. Subject to certain limitations, our indemnification agreements also require us to advance expenses incurred by our directors, officers, and key employees for the defense of any action for which indemnification is required or permitted. From time to time we have indemnified and may in the future indemnify our directors and officers pursuant to these indemnification agreements in connection legal or regulatory proceedings.

We believe that provisions of our restated certificate of incorporation, restated bylaws, and indemnification agreements are necessary to attract and retain qualified directors, officers, and key employees. We also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our restated certificate of incorporation and restated bylaws may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive officers, or persons controlling us, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

In addition to the compensation arrangements discussed in the sections titled “Management” and “Executive Compensation,” the following is a description of each transaction since January 1, 2018 and each currently proposed transaction in which:

• we have been or are to be a participant;

• the amount involved exceeds or will exceed $120,000; and

• any of our directors, executive officers, or holders of more than five percent of our capital stock, or any immediate family member of or person sharing the household with any of these individuals, had or will have a direct or indirect material interest.

Series E Convertible Preferred Stock Financing and Tender Offer

Between January 2018 and October 2018, we sold an aggregate of 6,742,918 shares of our Series E convertible preferred stock at a purchase price of approximately $67.48 per share for an aggregate purchase price of approximately $454.7 million, net of issuance costs. Each share of our Series E convertible preferred stock will convert automatically into one share of our Class A common stock upon the completion of this offering.

The purchasers of our Series E convertible preferred stock are entitled to specified registration rights. For additional information, see the section titled “Description of Capital Stock—Registration Rights.” The terms of these purchases were the same for all purchasers of our Series E convertible preferred stock. See the section titled “Principal Stockholders” for more details regarding the shares held by certain of these entities.

The following table summarizes the Series E convertible preferred stock purchased by an affiliate of a member of our board of directors and holder of more than 5% of our outstanding capital stock:

Name of Related Party	Shares of Series E Redeemable Convertible Preferred Stock		Total Purchase Price ($)
SVF Excalibur (Cayman) Limited(1)		6,668,820		449,999,970

(1) SVF Excalibur (Cayman) Limited holds more than five percent of our outstanding capital stock. Jeffrey Housenbold, a member of our board of directors, is a Managing Partner at SB Investment Advisors (US) Inc., an affiliate of SVF Excalibur (Cayman) Limited, but does not have voting or dispositive power over the shares held by SVF Excalibur (Cayman) Limited.

In addition, in connection with our Series E convertible preferred stock financing, SVF Excalibur (Cayman) Limited launched a tender offer, or the March 2018 Tender Offer, to purchase up to approximately $104.0 million of shares of our capital stock. The March 2018 Tender Offer expired on March 19, 2018 and upon settlement, SVF Excalibur (Cayman) Limited purchased 1,607,856 shares of capital stock for an aggregate purchase price of approximately $80.0 million.

Series F Convertible Preferred Stock Financing

Between October 2018 and December 2018, we sold an aggregate of 3,368,616 shares of our Series F convertible preferred stock at a purchase price of approximately $118.57 per share for an aggregate purchase price of approximately $398.8 million, net of issuance costs. Each share of our Series F convertible preferred stock will convert automatically into one share of our Class A common stock upon the completion of this offering.

The purchasers of our Series F convertible preferred stock are entitled to specified registration rights. For additional information, see the section titled “Description of Capital Stock—Registration Rights.” The terms of

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these purchases were the same for all purchasers of our Series F convertible preferred stock. See the section titled “Principal Stockholders” for more details regarding the shares held by certain of these entities.

The following table summarizes the Series F convertible preferred stock purchased by us, affiliates of members of our board of directors, and holders of more than 5% of our outstanding capital stock:

Name of Related Party	Shares of Series F Redeemable Convertible Preferred Stock		Total Purchase Price ($)
SVF Excalibur (Cayman) Limited(1)		1,349,413		159,999,899
DG Urban-C, L.P.(2)		126,508		15,000,054

(1) SVF Excalibur (Cayman) Limited holds more than five percent of our outstanding capital stock. Jeffrey Housenbold, a member of our board of directors, is a Managing Partner at SB Investment Advisors (US) Inc., an affiliate of SVF Excalibur (Cayman) Limited, but does not have voting or dispositive power over the shares held by SVF Excalibur (Cayman) Limited.

(2) DG Urban-C, L.P. holds more than five percent of our outstanding capital stock.

In addition, in connection with our Series F preferred stock financing, DG Urban-C, L.P. launched a tender offer, or the December 2018 Tender Offer, to purchase up to approximately $23.0 million shares of capital stock. The December 2018 Tender Offer expired on December 17, 2018 and upon settlement, DG Urban-C, L.P. purchased 242,490 shares of capital stock for an aggregate purchase price of approximately $23.0 million.

Series G Convertible Preferred Stock Financing

Between July 2019 and January 2020, we sold an aggregate of 2,237,162 shares of our Series G convertible preferred stock at a purchase price of approximately $154.27 per share for an aggregate purchase price of approximately $343.3 million, net of issuance costs. Each share of our Series G convertible preferred stock will convert automatically into one share of our Class A common stock upon the completion of this offering.

The purchasers of our Series G convertible preferred stock are entitled to specified registration rights. For additional information, see the section titled “Description of Capital Stock—Registration Rights.” The terms of these purchases were the same for all purchasers of our Series G convertible preferred stock. See the section titled “Principal Stockholders” for more details regarding the shares held by certain of these entities.

The following table summarizes the Series G convertible preferred stock purchased by an affiliate of a member of our board of directors and holder of more than 5% of our outstanding capital stock:

Name of Related Party	Shares of Series G Redeemable Convertible Preferred Stock		Total Purchase Price ($)
SVF Excalibur (Cayman) Limited(1)		1,620,545	$	249,999,856

(1) SVF Excalibur (Cayman) Limited holds more than five percent of our outstanding capital stock. Jeffrey Housenbold, a member of our board of directors, is a Managing Partner at SB Investment Advisors (US) Inc., an affiliate of SVF Excalibur (Cayman) Limited, but does not have voting or dispositive power over the shares held by SVF Excalibur (Cayman) Limited.

Seventh Amended and Restated Investors’ Rights Agreement

We are a party to an amended and restated investors’ rights agreement with certain holders of our convertible preferred stock, including entities with which certain of our executive officers and directors are affiliated. These

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stockholders are entitled to rights with respect to the registration of their shares following this offering. For a description of these registration rights, see the section titled “Description of Capital Stock—Registration Rights.”

Indemnification Agreements

We have entered into, and plan on entering into, indemnification agreements with each of our directors and executive officers. The indemnification agreements, our restated certificate of incorporation, and our restated bylaws, which will become effective upon the completion of this offering, will require us to indemnify our directors to the fullest extent not prohibited by Delaware law. Subject to certain limitations, our restated bylaws also require us to advance expenses incurred by our directors and officers. For more information regarding these agreements, see the section titled “Executive Compensation—Limitations on Liability and Indemnification Matters.”

Review, Approval, or Ratification of Transactions with Related Parties

Our written related-party transactions policy and the charters of our nominating and corporate governance committee, to be adopted by our board of directors and in effect upon the completion of this offering, require that any transaction with a related person that must be reported under applicable rules of the SEC must be reviewed and approved or ratified by our nominating and corporate governance committee, unless the related party is, or is associated with, a member of that committee, in which event the transaction must be reviewed and approved by our audit committee.

Prior to this offering we had no formal, written policy or procedure for the review and approval of related-party transactions. However, our practice has been to have all related-party transactions reviewed and approved by a majority of the disinterested members of our board of directors, including the transactions described above.

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PRINCIPAL STOCKHOLDERS

The following table presents certain information with respect to the beneficial ownership of our common stock as of December 31, 2020 and as adjusted to reflect the sale of Class A common stock offered by us in this offering assuming no exercise of the underwriters’ option to purchase additional shares of our Class A common stock, by:

• each of our directors;

• each of our named executive officers;

• all of our directors and executive officers as a group; and

• each stockholder known by us to be the beneficial owner of more than five percent of any class of our voting securities.

We have determined beneficial ownership in accordance with the rules of the SEC. Unless otherwise indicated below, to our knowledge, based on information furnished to us, the persons and entities named in the table have sole voting and investment power with respect to all shares that they beneficially own, subject to applicable community property laws. Shares of our Class A common stock subject to stock options that are currently exercisable or exercisable within 60 days of December 31, 2020 are deemed to be outstanding and to be beneficially owned by the person holding the options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

We have based our calculation of the percentage ownership of our common stock before this offering on                shares of our Class A common stock and                shares of our Class B common stock outstanding on December 31, 2020. Unless otherwise indicated, the address of each beneficial owner in the table below is c/o Compass, Inc., 90 Fifth Avenue, 3rd Floor, New York, New York 10011.

	Shares Beneficially Owned Before this Offering	% Total Voting Power Before this Offering(1)	Shares Beneficially Owned After this Offering	% Total Voting Power After this Offering(1)
	Class A		Class A
Name of Beneficial Owner	Shares	%	Shares	%
Named Executive Officers and Directors:
Robert Reffkin(2)
Kristen Ankerbrandt(3)
Greg Hart(4)
Brad Serwin(5)
Joseph Sirosh(6)
Ori Allon(7)
Jeffrey Housenbold(8)
Eileen Murray(9)
Charles Phillips(10)
Steven Sordello(11)
Pamela Thomas-Graham(12)
All executive officers and directors as a group (17 persons)(13)
Other 5% Stockholders:
SVF Excalibur (Cayman) Limited(14)
DG Urban-C L.P.(15)

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* Represents beneficial ownership of less than 1% of our outstanding shares of common stock.

(1) Percentage of total voting power represents voting power with respect to all shares of our Class A common stock. Shares of our Class B common stock have no voting rights, except as otherwise required by law. See the section titled “Description of Capital Stock—Class A Common Stock and Class B Common Stock” for more information about the voting rights of our Class A common stock and Class B common stock.

(2) Represents:             shares of Class A common stock held of record by .

(3) Represents:             shares of Class A common stock subject to stock options held by Ms. Ankerbrandt that are exercisable within 60 days of December 31, 2020.

(4) Represents:             shares of Class A common stock subject to stock options held by Mr. Hart that are exercisable within 60 days of December 31, 2020.

(5) Represents:             shares of Class A common stock subject to stock options held by Mr. Serwin that are exercisable within 60 days of December 31, 2020.

(6) Represents:             shares of Class A common stock subject to stock options held by Mr. Sirosh that are exercisable within 60 days of December 31, 2020.

(7) Represents:             (i) shares of Class A common stock held of record by ; and (ii) shares of Class A common stock subject to stock options held by Mr. Allon that are exercisable within 60 days of December 31, 2020.

(8) Excludes shares of Class A common stock held by SVFE Cayman identified in footnote 14 below. Mr. Housenbold is a Managing Partner at SB Investment Advisers (US) Inc., an affiliate of SVFE Cayman, but does not have voting or dispositive power over the shares held by SVFE Cayman.

(9) Represents:             shares of Class A common stock subject to stock options held by Ms. Murray that are exercisable within 60 days of December 31, 2020.

(10) Represents:             shares of Class A common stock subject to stock options held by Mr. Phillips that are exercisable within 60 days of December 31, 2020.

(11) Represents:             shares of Class A common stock subject to stock options held by Mr. Sordello that are exercisable within 60 days of December 31, 2020.

(12) Represents:             shares of Class A common stock subject to stock options held by Ms. Thomas-Graham that are exercisable within 60 days of December 31, 2020.

(13) Represents: (i)             shares of Class A common stock, and (ii)             shares of Class A common stock subject to stock options that are exercisable within 60 days of December 31, 2020.

(14) Represents: (i)             shares of our Class A common stock held of record by SVF Excalibur (Cayman) Limited, or SVFE Cayman. SB Investment Advisors (UK) Limited, or SBIA UK, has been appointed as alternative investment fund manager, or AIFM, and is exclusively responsible for managing SoftBank Vision Fund in accordance with the Alternative Investment Fund Managers Directive, and is authorized and regulated by the UK Financial Conduct Authority accordingly. As AIFM of SoftBank Vision Fund, SBIA UK is exclusively responsible for making all final decisions related to the acquisition, structuring, financing, voting, and disposal of SoftBank Vision Fund’s investments, including investments held by SVFE Cayman, a subsidiary controlled by SoftBank Vision Fund. Jeffrey Housenbold, a member of the board of directors, is a Managing Partner at SB Investment Advisers (US) Inc., an affiliate of SBIA UK, but does not have voting or dispositive power over the shares held by SVFE Cayman.

(15) Represents: (i)             shares of our Class A common stock held of record by DG Urban-C L.P., or DG Urban. Discovery Capital Management LLC is the investment manager for DG Urban-C.

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DESCRIPTION OF CAPITAL STOCK

The following description summarizes the most important terms of our capital stock, as they will be in effect following this offering. Because it is only a summary, it does not contain all the information that may be important to you. We expect to adopt a restated certificate of incorporation and restated bylaws that will become effective immediately prior to the completion of this offering, and this description summarizes provisions that are expected to be included in these documents. For a complete description, you should refer to our restated certificate of incorporation and restated bylaws, which are included as exhibits to the registration statement of which this prospectus forms a part, and to the applicable provisions of Delaware law.

Upon the completion of this offering, our authorized capital stock will consist of                shares of our Class A common stock, $0.0001 par value per share,                shares of our Class B common stock, $0.0001 par value per share, and shares of undesignated preferred stock, $0.0001 par value per share.

Assuming the conversion of all outstanding shares of our convertible preferred stock into                shares of our Class A common stock, which will occur in connection with the completion of this offering, as of December 31, 2020, there were outstanding:

•             shares of our Class A common stock, held by                stockholders of record;

•             shares of our Class B common stock outstanding; held by                stockholders of record;

•             shares of our Class A common stock issuable upon the settlement of restricted stock units; and

•             shares of our Class A common stock and                shares of our Class B common stock issuable upon exercise of outstanding stock options, with a weighted-average exercise prices of $                per share and $                per share, respectively.

Class A Common Stock and Class B Common Stock

Dividend Rights

Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our board of directors may determine. See the section titled “Dividend Policy” for additional information.

Voting Rights

Holders of our Class A common stock are entitled to one vote for each share of Class A common stock held on all matters submitted to a vote of stockholders and holders of our Class B common stock are not entitled to vote on any matter that is submitted to a vote of stockholders, except as otherwise required by law. Shares of our Class B common stock are issued in connection with our agent equity program and are primarily held by licensed real estate agents registered in New York State who may not own any voting shares of our capital stock pursuant to the New York State rules and regulations. Delaware law could require either holders of our Class A common stock or Class B common stock to vote separately as a single class in the following circumstances:

• if we were to seek to amend our restated certificate of incorporation to increase or decrease the par value of a class of our capital stock, then that class would be required to vote separately to approve the proposed amendment; and

• if we were to seek to amend our restated certificate of incorporation in a manner that alters or changes the powers, preferences, or special rights of a class of our capital stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed amendment.

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Our restated certificate of incorporation does not provide for cumulative voting for the election of directors. Our amended and restated certificate of incorporation establishes a classified board of directors, to be divided into three classes with staggered three-year terms. Only one class of directors will be subject to election by a plurality of the votes cast at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.

Change of Control Transactions

In the case of any distribution or payment in respect of the shares of our Class A common stock or Class B common stock upon a merger or consolidation with or into any other entity, or other substantially similar transaction, the holders of our Class A common stock and Class B common stock will be treated equally and identically with respect to shares of Class A common stock or Class B common stock owned by them, unless the only difference in the per share distribution to the holders of the Class A common stock and Class B common stock is that any securities distributed to the holder of a share of Class A common stock shall have one vote per share and shares of Class B common stock shall have no vote.

No Preemptive or Similar Rights

Our common stock is not entitled to preemptive rights and is not subject to redemption or sinking fund provisions.

Right to Receive Liquidation Distributions

Upon our liquidation, dissolution, or winding up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

Conversion

Each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, whether or not for value, which occurs after the closing of this offering. Once converted or transferred and converted into Class A common stock, the Class B common stock will not be reissued.

Preferred Stock

Pursuant to the provisions of our restated certificate of incorporation, each currently outstanding share of convertible preferred stock other than our Series D convertible preferred stock and our Series E convertible preferred stock will automatically be converted into one share of Class A common stock effective immediately upon the completion of this offering. Further, at such time, each share of Series E convertible preferred stock will convert into approximately 1.0233 shares of Class A common stock, and each share of Series D convertible preferred stock will convert as described under “—Special Conversion Adjustments for the Series D Convertible Preferred Stock.” Following this offering, no shares of convertible preferred stock will be outstanding.

Following the completion of this offering, our board of directors will be authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences, and rights of the shares of each series and any of its qualifications, limitations, or restrictions, in each case without further vote or action by our stockholders. Our board of directors can also increase or decrease the number of shares of any series of preferred stock, but not below the number of shares of that series then outstanding, without any further vote or action by our stockholders. Our board of directors may authorize the issuance of preferred stock with

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voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring, or preventing a change in control of our company and might adversely affect the market price of our Class A common stock and the voting and other rights of the holders of our Class A common stock and Class B common stock. We have no current plan to issue any shares of preferred stock.

Special Conversion Adjustments for the Series D Convertible Preferred Stock

Effective immediately upon the completion of this offering, all of our Series D convertible preferred stock will automatically convert into Class A common stock.

The number of shares of our Class A common stock to be issued upon the conversion of all outstanding shares of our Series D convertible preferred stock depends, in part, on the initial public offering price of our Class A common stock. Based upon an assumed initial public offering price for our Class A common stock of $                per share, which is the midpoint of the price range set forth on the cover page of this prospectus, the Series D convertible preferred stock would convert into                shares of Class A common stock Each $1.00 increase or decrease in the assumed initial public offering price would increase or decrease the number of shares of Class A common stock issuable to the holders of our Series D convertible preferred stock by approximately                and                , respectively.

Stock Options

As of December 31, 2020, we had outstanding options to purchase an aggregate of            shares of our Class A common stock pursuant to our 2012 Plan and an aggregate of                shares of our Class B common stock outside of our 2012 Plan. Since December 31, 2020, we have granted options to purchase an aggregate of                shares of our Class A common stock issuable pursuant to outstanding stock options, with a weighted average exercises price of $    per share, pursuant to our 2012 Stock Plan.

Restricted Stock Units

As of December 31, 2020, we had outstanding RSUs settleable for an aggregate of                shares of our Class A common stock pursuant to our 2012 Plan. Since December 31, 2020, we have granted RSUs settleable for an aggregate of shares of our Class A common stock pursuant to our 2012 Stock Plan.

Registration Rights

We will pay the registration expenses (other than underwriting discounts and stock transfer taxes) of the holders of the shares registered pursuant to the registrations described below. In an underwritten offering, the managing underwriter, if any, has the right, subject to specified conditions, to limit the number of shares such holders may include. In connection with the completion of this offering, each stockholder that has registration rights agreed not to sell or otherwise dispose of any securities without the prior written consent of                for a period of    days after the date of this prospectus, subject to certain terms and conditions. See the section titled “Underwriting” for additional information.

Following the completion of this offering, the holders of certain outstanding shares of our Class A common stock and the holders of shares of our Class A common stock issuable upon conversion of our convertible preferred stock, or their permitted transferees, will be entitled to rights with respect to the registration of these shares under the Securities Act. These shares are referred to as registrable securities. Immediately following this offering,

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there will be approximately                registrable securities outstanding. These rights are provided under the terms of an amended and restated investors’ rights agreement between us and the holders of these shares, which was entered into in July 2019, and include demand registration rights, Form S-3 registration rights, and piggyback registration rights. In any registration made pursuant to such amended and restated investor rights agreement, all fees, costs, and expenses of underwritten registrations, will be borne by us and all selling expenses, including the estimated underwriting discounts and commissions, will be borne by the holders of the shares being registered. However, we will not be required to bear the expenses in connection with the exercise of the requested and Form S-3 registration rights of a registration if the request is subsequently withdrawn at the request of the selling stockholders holding a majority of registrable securities to be registered.

The registration rights terminate upon the earlier of (1) five years following the completion of this offering or (2) as to any given holder of registration rights, at such time following this offering when such holder of registration rights holds one percent or less of our outstanding common stock and all registrable securities held by such holder can be sold in any three-month period without registration pursuant to Rule 144 under the Securities Act and without the requirement for us to be in compliance with the current public information requirement under Rule 144(c)(1).

Demand Registration Rights

The holders of an aggregate of                shares of our Class A common stock following this offering (assuming automatic conversion of all outstanding shares of our convertible preferred stock into shares of Class A common stock in connection with the completion of this offering), or their permitted transferees, are entitled to demand registration rights. Under the terms of the amended and restated investor rights agreement, if we receive a written request, at any time after the earlier of (1) July 26, 2023 or (2) six months following the effective date of this offering, from the holders of at least 50% of the registrable securities then outstanding that we file a registration statement under the Securities Act covering the registration of outstanding registrable securities, then we will be required, within 20 days of receipt of the written request, to use commercially reasonable efforts to register, as soon as practicable, all of the shares requested to be registered for public resale, if the amount of registrable securities to be registered will have aggregate gross proceeds (before underwriting discounts) of at least $10.0 million. We are required to effect only two registrations pursuant to this provision of the amended and restated investor rights agreement. We may postpone the filing of a registration statement no more than once during any 12-month period for up to 90 days if our board of directors determines that the filing would be detrimental to us and our stockholders. We are not required to effect a demand registration under certain additional circumstances specified in the amended and restated investor rights agreement.

Form S-3 Registration Rights

The holders of an aggregate of                shares of our Class A common stock following this offering (assuming automatic conversion of all outstanding shares of our convertible preferred stock into shares of Class A common stock in connection with the completion of this offering) or their permitted transferees are also entitled to Form S-3 registration rights. The holders of at least 30% of the registrable securities then outstanding can request that we register all or part of their shares on Form S-3 if we are eligible and qualified to file a registration statement on Form S-3 and if the aggregate price to the public of the shares offered is at least $2.0 million. The stockholders may require us to effect at most two registration statements on Form S-3 in any 12-month period. We may postpone the filing of a registration statement on Form S-3 no more than once during any 12-month period for up to 90 days if our board of directors determines that the filing would be detrimental to us and our stockholders. We are not required to effect a registration on Form S-3 under certain additional circumstances specified in the amended and restated investor rights agreement.

Piggyback Registration Rights

If we register any of our securities for public sale, the holders of an aggregate of                 shares of our Class A common stock following this offering (assuming automatic conversion of all outstanding shares of our

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convertible preferred stock into shares of Class A common stock immediately prior to the completion of this offering) or their permitted transferees are entitled to piggyback registration rights. However, this right does not apply to a registration relating to sales of securities of participants in one of our stock plans, a registration relating to the offer and sale of debt securities or a registration relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act. The underwriters of any underwritten offering will have the right, in their sole discretion, to limit, because of marketing reasons, the number of shares registered by these holders, in which case the number of shares to be registered will be apportioned, first, to us, and second, pro rata among these holders, according to the total amount of securities entitled to be included by each holder, subject to additional circumstances specified in the amended and restated investor rights agreement.

Anti-takeover Provisions

Certain provisions of Delaware law, our restated certificate of incorporation and our restated bylaws, as we expect they will be in effect upon the completion of this offering, could have the effect of delaying, deferring, or discouraging another person from acquiring control of our company. These provisions, which are summarized below, may have the effect of discouraging takeover bids. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

Delaware Law

We are subject to the provisions of Section 203 of the DGCL, regulating corporate takeovers. In general, DGCL Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the date on which the person became an interested stockholder unless:

• prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

• the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• at or subsequent to the date of the transaction, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

Generally, a “business combination” includes a merger, asset or stock sale, or other transaction or series of transactions together resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that DGCL Section 203 may also discourage attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

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Restated Certificate of Incorporation and Restated Bylaw Provisions

Our restated certificate of incorporation and our restated bylaws will include a number of provisions that could deter hostile takeovers or delay or prevent changes in control of our management team, including the following:

• Board of Directors Vacancies. Our restated certificate of incorporation and restated bylaws will authorize only our board of directors to fill vacant directorships, including newly created seats. In addition, the number of directors constituting our board of directors is permitted to be set only by a resolution adopted by a majority vote of our entire board of directors. These provisions would prevent a stockholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our board of directors but promotes continuity of management.

• Classified Board. Our restated certificate of incorporation and restated bylaws will provide that our board of directors will be classified into three classes of directors. The existence of a classified board of directors could discourage a third-party from making a tender offer or otherwise attempting to obtain control of us as it is more difficult and time consuming for stockholders to replace a majority of the directors on a classified board of directors. See the section titled “Management—Board of Directors Composition” for additional information.

• Directors Removed Only for Cause. Our restated certificate of incorporation will provide that stockholders may remove directors only for cause.

• Supermajority Requirements for Amendments of Our Restated Certificate of Incorporation and Restated Bylaws. Our restated certificate of incorporation will further provide that the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then outstanding shares of voting stock will be required to amend certain provisions of our restated certificate of incorporation, including provisions relating to the classified board, the size of the board, removal of directors, special meetings, actions by written consent, and designation of our preferred stock. The affirmative vote of holders of at least 66 2/3% of the voting power of all of the then outstanding shares of voting stock will be required to amend or repeal our restated bylaws, although our restated bylaws may be amended by a simple majority vote of our board of directors.

• Stockholder Action; Special Meeting of Stockholders. Our restated certificate of incorporation provides that special meetings of our stockholders may be called only by a majority of our board of directors, the chairman of our board of directors, our lead independent director, or our chief executive officer. Our restated certificate of incorporation will provide that our stockholders may not take action by written consent, but may only take action at annual or special meetings of our stockholders. As a result, holders of our capital stock would not be able to amend our restated bylaws or remove directors without holding a meeting of our stockholders called in accordance with our restated bylaws. Further, our restated bylaws will provide that special meetings of our stockholders may be called only by a majority of our board of directors, the chairman of our board of directors, our lead independent director, or our chief executive officer, thus prohibiting a stockholder from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders to take any action, including the removal of directors.

• Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our restated bylaws provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our restated bylaws also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions might also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

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• No Cumulative Voting. The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our restated certificate of incorporation and restated bylaws will not provide for cumulative voting.

• Issuance of Undesignated Preferred Stock. After the filing of our restated certificate of incorporation, our board of directors will have the authority, without further action by the stockholders, to issue up to shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock enables our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest, or other means.

• Choice of Forum. Our restated certificate of incorporation will provide that, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware will be the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the DGCL, our restated certificate of incorporation or our restated bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. Our restated bylaws will also provide that the federal district courts of the United States will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, or the Federal Forum Provision. While there can be no assurance that federal or state courts will follow the holding of the Delaware Supreme Court which recently found that such provisions are facially valid under Delaware law or determine that the Federal Forum Provision should be enforced in a particular case, application of the Federal Forum Provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court. Neither the exclusive forum provision nor the Federal Forum Provision applies to suits brought to enforce any duty or liability created by the Exchange Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder also must be brought in federal court. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder. Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to our exclusive forum provisions, including the Federal Forum Provision. These provisions may limit a stockholder’s ability to bring a claim in a judicial forum of their choosing for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees.

Listing

We intend to apply to list our Class A common stock on the                under the symbol “COMP.”

Transfer Agent and Registrar

The transfer agent and registrar for our Class A common stock is                . The transfer agent’s address is                 , and its telephone number is                .

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Pursuant to 17 C.F.R. Section 200.83

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for shares of our Class A common stock, and we cannot predict the effect, if any, that market sales of shares of our Class A common stock or the availability of shares of our Class A common stock for sale will have on the market price of our Class A common stock prevailing from time to time. Nevertheless, sales of substantial amounts of our Class A common stock, including shares issued upon exercise of outstanding stock options in the public market following this offering could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through the sale of our equity securities.

Following the completion of this offering, based on the number of shares of our capital stock outstanding as of December 31, 2020, we will have a total of                shares of our Class A common stock outstanding and                shares of our Class B common stock outstanding. Of these outstanding shares, all of the shares of our Class A common stock sold in this offering by us, plus any shares sold upon exercise of the underwriters’ option to purchase additional shares, will be freely tradable. Shares of our Class B common stock are convertible into an equivalent number of shares of our Class A common stock and generally convert into shares of our Class A common stock upon transfer.

The remaining outstanding shares of our Class A common stock and Class B common stock will be deemed “restricted securities” as defined in Rule 144 under the Securities Act. Restricted securities may be sold in the public market only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act, which rules are summarized below. In addition, each of our directors, executive officers, and holders of substantially all of our outstanding equity securities have entered into market standoff agreements with us or lock-up agreements with the underwriters under which they have agreed, subject to specific exceptions, not to sell any of our capital stock for at least 180 days following the date of this prospectus, as described below. As a result of these agreements and subject to the provisions of Rule 144 or Rule 701, shares will be available for sale in the public market as follows:

• beginning on the date of this prospectus, all of the shares of Class A common stock sold in this offering will be immediately available for sale in the public market;

• beginning 181 days after the date of this prospectus,                additional shares of common stock will become eligible for sale in the public market, of which                shares will be held by affiliates and subject to the volume and other restrictions of Rule 144, as described below; and

• the remainder of the shares of common stock will be eligible for sale in the public market from time to time thereafter upon subject to vesting and, in some cases, to the volume and other restrictions of Rule 144, as described below.

Lock-Up Agreements and Market Stand-Off Provisions

All of our directors, executive officers, and holders of substantially all of our outstanding equity securities are subject to lock-up agreements or market stand-off provisions that, subject to exceptions described under the section titled “Underwriting” below, prohibit them from offering for sale, selling, contracting to sell, granting any option for the sale of, transferring or otherwise disposing of any shares of our common stock, stock options, or any security or instrument related to this common stock, or stock option for a period of at least                days following the date of this prospectus, without the prior written consent of                . These agreements are subject to certain customary exceptions. See the section titled “Underwriting” for additional information.

Rule 144

In general, under Rule 144, as currently in effect, once we have been subject to the public company reporting requirements of Section 13 or Section 15(d) of the Exchange Act for at least 90 days, a person who is not deemed

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to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell those shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144 and the requirements of the lock-up and market stand-off agreements, as described above. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then that person would be entitled to sell those shares (subject to the requirements of the lock-up and market stand-off agreements, as described above) without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell upon expiration of the lock-up and market stand-off provisions described above, within any three-month period, a number of shares that does not exceed the greater of:

• 1% of the number of shares of our Class A common stock then outstanding, which will equal approximately shares immediately after this offering; or

• the average weekly trading volume of our Class A common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

Rule 701 generally allows a stockholder who purchased shares of our capital stock pursuant to a written compensatory plan or contract and who is not deemed to have been an affiliate of our company during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation, or notice provisions of Rule 144. Rule 701 also permits affiliates of our company to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required by that rule to wait until 90 days after the date of this prospectus before selling those shares pursuant to Rule 701. Moreover, all Rule 701 shares are subject to lock-up agreements and or market stand-off agreements as described above and under the section titled “Underwriting” and will not become eligible for sale until the expiration of those agreements.

Registration Statements

In connection with this offering, we intend to file one or more registration statements on Form S-8 under the Securities Act covering all of the shares of our Class A common stock subject to outstanding stock options and RSUs, and the shares of our Class A common stock reserved for issuance under our equity incentive plans. We expect to file this registration statement as soon as permitted under the Securities Act. However, the shares registered on Form S-8 may be subject to the volume limitations and the manner of sale, notice, and public information requirements of Rule 144 and will not be eligible for resale until expiration of the lock-up and market stand-off agreements to which they are subject.

Registration Rights

We have granted demand, Form S-3, and piggyback registration rights to certain of our stockholders to sell our common stock. Registration of the sale of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates. See the section titled “Description of Capital Stock—Registration Rights” for additional information.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK

The following summary describes the material U.S. federal income tax consequences of the ownership and disposition of our Class A common stock acquired in this offering by Non-U.S. Holders (as defined below). This discussion does not address all aspects of U.S. federal income taxes, does not discuss the potential application of the alternative minimum tax or the Medicare Contribution tax on net investment income, and does not deal with state or local taxes, U.S. federal gift, and estate tax laws, except to the limited extent provided below, or any non-U.S. tax consequences that may be relevant to Non-U.S. Holders in light of their particular circumstances.

Special rules different from those described below may apply to certain Non-U.S. Holders that are subject to special treatment under the Code, such as:

• insurance companies, banks, and other financial institutions;

• tax-exempt organizations (including private foundations) and tax-qualified retirement plans;

• “qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds;

• persons subject to special tax accounting rules as a result of any item of gross income with respect to our Class A common stock being taken into account in an applicable consolidated financial statement;

• non-U.S. governments and international organizations;

• broker-dealers and traders in securities;

• U.S. expatriates and certain former citizens or long-term residents of the United States;

• persons that own, or are deemed to own, more than five percent of our Class A common stock;

• “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

• persons that hold our Class A common stock as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security,” or integrated investment or other risk reduction strategy;

• persons who do not hold our Class A common stock as a capital asset within the meaning of Section 1221 of the Code (generally, for investment purposes); and

• partnerships and other pass-through entities, and investors in such pass-through entities (regardless of their places of organization or formation).

Such Non-U.S. Holders are urged to consult their own tax advisors to determine the U.S. federal, state, local, and other tax consequences that may be relevant to them.

Furthermore, the discussion below is based upon the provisions of the Code, and Treasury Regulations, rulings, and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked, or modified, possibly with retroactive effect, and are subject to differing interpretations, which could result in U.S. federal income tax consequences different from those discussed below. We have not requested a ruling from the Internal Revenue Service, or IRS, with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions or will not take a contrary position regarding the tax consequences described herein, or that any such contrary position would not be sustained by a court.

PERSONS CONSIDERING THE PURCHASE OF OUR CLASS A COMMON STOCK PURSUANT TO THIS OFFERING SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF ACQUIRING, OWNING, AND DISPOSING OF OUR CLASS A

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COMMON STOCK IN LIGHT OF THEIR PARTICULAR SITUATIONS AS WELL AS ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING JURISDICTION, INCLUDING ANY STATE, LOCAL, OR NON-U.S. TAX CONSEQUENCES OR ANY U.S. FEDERAL NON-INCOME TAX CONSEQUENCES, AND THE POSSIBLE APPLICATION OF TAX TREATIES.

For the purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of Class A common stock that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes. A “U.S. Holder” is a beneficial owner of our Class A common stock that is, for U.S. federal income tax purposes, (1) an individual who is a citizen or resident of the United States, (2) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes), created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (4) a trust if it (i) is subject to the primary supervision of a court within the United States and one or more “United States Persons” (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust or (ii) has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

An individual non-U.S. citizen may, in some cases, be deemed to be a resident alien (as opposed to a nonresident alien) by virtue of being present in the United States for at least 31 days in the calendar year and for an aggregate of at least 183 days during a three-year period ending in the current calendar year. Generally, for this purpose, all the days present in the current year, one-third of the days present in the immediately preceding year, and one-sixth of the days present in the second preceding year, are counted.

Resident aliens are generally subject to U.S. federal income tax as if they were U.S. citizens. Individuals who are uncertain of their status as resident or nonresident aliens for U.S. federal income tax purposes are urged to consult their own tax advisors regarding the U.S. federal income tax consequences of the ownership or disposition of our Class A common stock.

Distributions

As described in the section entitled “Dividend Policy,” we do not expect to make any distributions on our Class A common stock in the foreseeable future. If we do make distributions on our Class A common stock, however, such distributions made to a Non-U.S. Holder of our Class A common stock will constitute dividends for U.S. federal income tax purposes to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital that is applied against and reduces, but not below zero, a Non-U.S. Holder’s adjusted tax basis in our Class A common stock. Any remaining excess will be treated as gain realized on the sale or exchange of our Class A common stock as described below under “—Gain on Disposition of Our Class A Common Stock.”

Any distribution on our Class A common stock that is treated as a dividend paid to a Non-U.S. Holder that is not effectively connected with the holder’s conduct of a trade or business in the United States will be subject to withholding tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the United States and the Non-U.S. Holder’s country of residence. To obtain a reduced rate of withholding under a treaty, a Non-U.S. Holder will be required to provide the applicable withholding agent with a properly executed IRS Form W-8BEN, IRS Form W-8BEN-E, or other appropriate form, certifying the Non-U.S. Holder’s entitlement to the lower rate under that treaty. Such form must be provided prior to the payment of the applicable dividend and must be updated periodically. If a Non-U.S. Holder holds stock through a financial institution or other agent acting on the holder’s behalf, the holder will be required to provide appropriate documentation to such agent. The holder’s agent will then be required to provide certification to the applicable withholding agent, either directly or through other intermediaries. Non-U.S. Holders who are eligible for a reduced rate of U.S. withholding tax under an income tax treaty should consult with their tax advisors to determine if they are able to obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund with the IRS.

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We are not required to withhold tax on dividends paid to a Non-U.S. Holder that are effectively connected with the holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment that the holder maintains in the United States) if a properly executed IRS Form W-8ECI, stating that the dividends are so connected, is furnished to the applicable withholding agent. In general, such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular rates applicable to United States persons. A corporate Non-U.S. Holder receiving effectively connected dividends may also be subject to an additional “branch profits tax,” which is imposed, under certain circumstances, at a rate of 30% (or such lower rate as may be specified by an applicable treaty) on the corporate Non-U.S. Holder’s effectively connected earnings and profits, subject to certain adjustments.

See also the section below titled “Foreign Accounts” for additional withholding rules that may apply to dividends paid to certain foreign financial institutions or non-financial foreign entities.

Gain on Disposition of Our Class A Common Stock

Subject to the discussions below under the sections titled “—Backup Withholding and Information Reporting,” a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax with respect to gain realized on a sale or other taxable disposition of our Class A common stock unless (1) the gain is effectively connected with a trade or business of the holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment that the holder maintains in the United States), (2) the Non-U.S. Holder is a nonresident alien individual and is present in the United States for 183 or more days in the taxable year of the disposition and certain other conditions are met, or (3) we are or have been a “United States real property holding corporation” within the meaning of Code Section 897(c)(2) at any time within the shorter of the five-year period preceding such disposition or the holder’s holding period in the Class A common stock.

Gain described in (1) above will be required to pay tax on the net gain derived from the sale at the regular U.S. federal income tax rates applicable to United States persons. Corporate Non-U.S. Holders that realize gain described in (1) above may also be subject to the additional branch profits tax described above at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. Individual Non-U.S. Holders described in (2) above will be required to pay a flat 30% tax on the gain derived from the sale or other taxable disposition, which gain may be offset by U.S. source capital losses (even though such holder is not considered a resident of the United States), provided such holder timely filed U.S. federal income tax returns with respect to such losses. With respect to (3) above, in general, we would be a United States real property holding corporation if “United States real property interests” (as defined in the Code and the Treasury Regulations) comprised (by fair market value) at least half of our assets. We believe that we are not, and do not anticipate becoming, a United States real property holding corporation. However, there can be no assurance that we will not become a United States real property holding corporation in the future. Even if we are, or were to be, treated as a United States real property holding corporation, gain realized by a Non-U.S. Holder on a disposition of our Class A common stock will not be subject to U.S. federal income tax so long as (1) the Non-U.S. Holder owned, directly, indirectly, or constructively, no more than five percent of our Class A common stock at all times within the shorter of (i) the five-year period preceding the disposition or (ii) the holder’s holding period and (2) our Class A common stock is “regularly traded” (as defined in the applicable Treasury Regulations) on an established securities market. There can be no assurance that our Class A common stock will qualify at all times as regularly traded on an established securities market.

U.S. Federal Estate Tax

The estates of nonresident alien individuals generally are subject to U.S. federal estate tax on property with a U.S. situs. Because we are a U.S. corporation, our Class A common stock will be U.S. situs property and, therefore, will be included in the taxable estate of a nonresident alien decedent, unless an applicable estate tax treaty between the United States and the decedent’s country of residence provides otherwise. The terms

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“resident” and “nonresident” are defined differently for U.S. federal estate tax purposes than for U.S. federal income tax purposes. Investors are urged to consult their own tax advisors regarding the U.S. federal estate tax consequences of the ownership or disposition of our Class A common stock.

Backup Withholding and Information Reporting

Generally, we or certain financial middlemen must report information to the IRS with respect to any distributions we pay on our Class A common stock, including the amount of any such distributions, the name and address of the recipient, and the amount, if any, of tax withheld. A similar report is sent to the holder to whom any such distributions are paid. Pursuant to tax treaties or certain other agreements, the IRS may make its reports available to tax authorities in the recipient’s country of residence.

Dividends paid by us (or our paying agents) to a Non-U.S. Holder may also be subject to U.S. backup withholding. U.S. backup withholding generally will not apply to a Non-U.S. Holder who provides a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or otherwise establishes an exemption, provided that the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person.

Under current U.S. federal income tax law, U.S. information reporting and backup withholding requirements generally will apply to the proceeds of a sale or other taxable disposition of our Class A common stock effected by or through a U.S. office of any broker, U.S. or non-U.S., unless the Non-U.S. Holder provides a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or otherwise meets documentary evidence requirements for establishing non-United States person status or otherwise establishes an exemption. Generally, U.S. information reporting and backup withholding requirements will not apply to a payment of such disposition proceeds to a Non-U.S. Holder where the transaction is effected outside the United States through a non-U.S. office of a non-U.S. broker. Information reporting and backup withholding requirements may, however, apply to a payment of such disposition proceeds if the broker has actual knowledge, or reason to know, that the holder is, in fact, a United States person. For information reporting purposes only, certain U.S.-related brokers may be treated in a manner similar to U.S. brokers.

Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund or credit may generally be obtained from the IRS, provided that the required information is furnished to the IRS in a timely manner.

Foreign Accounts

In addition, U.S. federal withholding taxes may apply under the Foreign Account Tax Compliance Act, or FATCA, on certain types of payments, including dividends on our Class A common stock, made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on our Class A common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution agrees to undertake certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. The 30% federal withholding tax described in this paragraph cannot be reduced under an income tax treaty with the United States. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions

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located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our Class A common stock, and also would generally apply to payments of gross proceeds from the sale or other disposition of such stock. Under proposed Treasury Regulations, however, no withholding will apply with respect to payments of gross proceeds. The preamble to the proposed regulations specifies that taxpayers are permitted to rely on such proposed regulations pending finalization.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our Class A common stock.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF PURCHASING, HOLDING, AND DISPOSING OF OUR CLASS A COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAW, AS WELL AS TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION, UNDER U.S. FEDERAL NON-INCOME TAX LAWS SUCH AS ESTATE AND GIFT TAX LAWS, OR UNDER ANY APPLICABLE INCOME TAX TREATY.

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UNDERWRITING

We and the underwriters named below have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are the representatives of the underwriters.

Underwriters	Number of Shares
Goldman Sachs & Co. LLC
Morgan Stanley & Co. LLC
Total

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

The underwriters have an option to buy up to an additional                  shares from us to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by us. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase                  additional shares.

	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $                 per share from the initial public offering price. After the initial offering of the shares, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make internet distributions on the same basis as other allocations.

We and our officers, directors, and holders of substantially all of the our common stock, including the selling stockholders, have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the eligible date of this prospectus, except with the prior written consent of                 . See the section titled “Shares Eligible for Future Sale” for a discussion of certain transfer restrictions.

Prior to the offering, there has been no public market for the shares. The initial public offering price has been negotiated among us and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be our historical performance,

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estimates of our business potential and earnings prospects, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses.

We intend to apply to list our Class A common stock on the                  under the symbol “COMP.”

In connection with the offering, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of our stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on                 , in the over-the-counter market or otherwise.

We estimate that our share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $                . We have agreed to reimburse the underwriters for certain of their expenses in an amount up to $                .

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the issuer and to persons and entities with relationships with the issuer, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate

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to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

European Economic Area and United Kingdom

In relation to each Member State of the European Economic Area and the United Kingdom, or a Relevant

State, no common stock have been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the common stock which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of common stock may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation:

• to any legal entity which is a qualified investor as defined in the Prospectus Regulation;

• to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining the prior consent of the representatives; or

• in any other circumstances falling within Article 1(4) of the Prospectus Regulation;

provided that no such offer of shares shall require us or any of our representatives to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to, and with each of the representatives and us that it is a “qualified investor” as defined in the Prospectus Regulation.

In the case of any shares being offered to a financial intermediary as that term is used in Article 5 of the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a nondiscretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Member State to qualified investors as so defined, or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

For the purposes of this provision, the expression an “offer of shares to the public” in relation to any shares in any Member State means the communication in any form and by means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase shares, the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (as amended).

This European Economic Area selling restriction is in addition to any other selling restrictions set out below.

United Kingdom

Each underwriter has represented and agreed that:

(i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended, or the FSMA) received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to us; and

164

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from, or otherwise involving the United Kingdom.

Canada

The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption form, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this offering memorandum (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong), or Companies (Winding Up and Miscellaneous Provisions) Ordinance, or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong), or the Securities and Futures Ordinance, or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore, or SFA,) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

165

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore, or Regulation 32.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or FIEA. The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

Australia

No placement document, prospectus, product disclosure statement, or other disclosure document has been lodged with the Australian Securities and Investments Commission, or ASIC, in relation to the offering. This offering document does not constitute a prospectus, product disclosure statement, or other disclosure document under the Corporations Act 2001 (the Corporations Act) and does not purport to include the information required for a prospectus, product disclosure statement, or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons, or Exempt Investors, who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with

166

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This offering document contains general information only and does not take account of the investment objectives, financial situation, or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this offering document is appropriate to their needs, objectives, and circumstances, and, if necessary, seek expert advice on those matters.

Dubai International Financial Centre

This offering document relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or DFSA. This offering document is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth in this prospectus and has no responsibility for the offering document. The securities to which this offering document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this offering document you should consult an authorized financial advisor.

Switzerland

We have not and will not register with the Swiss Financial Market Supervisory Authority, or FINMA, as a foreign collective investment scheme pursuant to Article 119 of the Federal Act on Collective Investment Scheme of 23 June 2006, as amended, or CISA, and accordingly the securities being offered pursuant to this prospectus have not and will not be approved, and may not be licensable, with FINMA. Therefore, the securities have not been authorized for distribution by FINMA as a foreign collective investment scheme pursuant to Article 119 CISA and the securities offered hereby may not be offered to the public (as this term is defined in Article 3 CISA) in or from Switzerland. The securities may solely be offered to “qualified investors,” as this term is defined in Article 10 CISA, and in the circumstances set out in Article 3 of the Ordinance on Collective Investment Scheme of 22 November 2006, as amended, or CISO, such that there is no public offer. Investors, however, do not benefit from protection under CISA or CISO, or supervision by FINMA. This prospectus and any other materials relating to the securities are strictly personal and confidential to each offeree, and do not constitute an offer to any other person. This prospectus may only be used by those qualified investors to whom it has been handed out in connection with the offer described in this prospectus and may neither directly or indirectly be distributed or made available to any person or entity other than its recipients. It may not be used in connection with any other offer and shall in particular not be copied and/or distributed to the public in Switzerland or from Switzerland. This prospectus does not constitute an issue prospectus as that term is understood pursuant to Article 652a and/or 1156 of the Swiss Federal Code of Obligations. We have not applied for a listing of the securities on the SIX Swiss Exchange or any other regulated securities market in Switzerland, and consequently, the information presented in this prospectus does not necessarily comply with the information standards set out in the listing rules of the SIX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange.

167

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

LEGAL MATTERS

Fenwick & West LLP, New York, New York, which has acted as our counsel in connection with this offering, will pass upon the validity of the issuance of the shares of our Class A common stock offered by this prospectus. Latham & Watkins LLP, New York, New York is acting as counsel to the underwriters.

EXPERTS

The financial statements as of December 31, 2018 and 2019 and for each of the two years in the period ended December 31, 2019 included in this Prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our Class A common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits filed therewith. For further information about us and the Class A common stock offered hereby, reference is made to the registration statement and the exhibits filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and in each instance, we refer you to the copy of such contract or other document filed as an exhibit to the registration statement. The SEC maintains a website that contains reports, proxy, and information statements, and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

As a result of this offering, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, will file periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements, and other information will be available for inspection and copying at the SEC’s public reference facilities and the website of the SEC referred to above. We also maintain a website at www.compass.com. Upon the completion of this offering, you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The inclusion of our website address in this prospectus is an inactive textual reference only. The information contained in or accessible through our website is not part of this prospectus or the registration statement of which this prospectus forms a part, and investors should not rely on such information in making a decision to purchase our Class A common stock in this offering.

168

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Index to Consolidated Financial Statements

	Page
Report of Independent Registered Public Accounting Firm		F-2
Financial Statements:
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Comprehensive Loss		F-5
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit		F-6
Consolidated Statements of Cash Flows		F-7
Notes to Consolidated Financial Statements		F-8

F-1

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Compass, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Compass, Inc. and its subsidiaries (the “Company”) as of December 31, 2019 and December 31, 2018, and the related consolidated statements of operations, of comprehensive loss, of convertible preferred stock and stockholders’ deficit, and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and December 31, 2018, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

New York, New York

January 11, 2021

We have served as the Company’s auditor since 2014.

F-2

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Consolidated Balance Sheets

(In millions, except share and per share data)

	As of December 31,						Pro Forma as of December 31,
	2018			2019			2019
Assets							(unaudited)
Current assets
Cash and cash equivalents	$	128.6		$	491.7
Short-term investments		555.0			55.5
Accounts receivable, net of allowance of $2.2 and $2.7, respectively		32.9			45.4
Compass Concierge receivable, net of allowance of $0 and $4.7, respectively		0.9			80.8
Other current assets		37.4			73.3
Total current assets		754.8			746.7
Property and equipment, net		73.9			134.0
Operating lease right-of-use assets		—			431.9
Intangible assets, net		56.1			52.2
Goodwill		52.2			81.4
Other non-current assets		31.2			25.4
Total assets	$	968.2		$	1,471.6
Liabilities, Convertible Preferred Stock and Stockholders’ Deficit
Current liabilities
Accounts payable	$	29.7		$	43.7
Commissions payable		11.3			32.9
Accrued expenses and other current liabilities		44.3			68.3
Current lease liabilities		—			33.5
Total current liabilities		85.3			178.4
Non-current deferred rent		21.7			—
Non-current lease liabilities		—			441.2
Other non-current liabilities		17.9			7.9
Total liabilities		124.9			627.5
Commitments and contingencies (Note 8)
Convertible preferred stock, $0.0001 par value, 22,410,774 and 25,646,943 shares authorized at December 31, 2018 and 2019, respectively; 22,405,855 and 24,636,535 shares issued and outstanding at December 31, 2018 and 2019, respectively;             shares issued and outstanding as of December 31, 2019, pro forma (unaudited)		1,182.4			1,525.7
Stockholders’ Deficit
Common stock, $0.0001 par value; 45,615,231 and 48,760,000 shares authorized at December 31, 2018 and 2019, respectively; 10,642,728 and 11,154,406 shares issued at December 31, 2018 and 2019, respectively; 10,417,728 and 10,929,406 shares outstanding at December 31, 2018 and 2019, respectively;             shares issued and outstanding as of December 31, 2019, pro forma (unaudited)		—			—
Additional paid-in capital		98.3			143.4
Accumulated other comprehensive (loss) income		(0.3	)		0.1
Accumulated deficit		(437.1	)		(825.1	)
Total stockholders’ deficit		(339.1	)		(681.6	)
Total liabilities, convertible preferred stock and stockholders’ deficit	$	968.2		$	1,471.6

The accompanying footnotes are an integral part of these consolidated financial statements.

F-3

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Consolidated Statements of Operations

(In millions, except share and per share data)

	Year Ended December 31,
	2018			2019
Revenue	$	884.7		$	2,386.0
Operating expenses:
Commissions and other transaction-related expense		695.4			1,935.6
Sales and marketing		174.3			382.8
Operations and support		95.5			204.8
Research and development		56.7			131.3
General and administrative		85.7			92.4
Depreciation and amortization		14.8			40.9
Total operating expenses		1,122.4			2,787.8
Loss from operations		(237.7	)		(401.8	)
Investment income, net		8.4			12.9
Loss before income taxes		(229.3	)		(388.9	)
Benefit from income taxes		5.5			0.9
Net loss	$	(223.8	)	$	(388.0	)
Net loss per share attributable to common stockholders, basic and diluted	$	(22.62	)	$	(36.42	)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted		9,893,022			10,652,988
Pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)				$
Weighted-average shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)

The accompanying footnotes are an integral part of these consolidated financial statements.

F-4

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Consolidated Statements of Comprehensive Loss

(In millions)

	Year Ended December 31,
	2018			2019
Net loss	$	(223.8	)	$	(388.0	)
Other comprehensive (loss) income:
Unrealized (loss) gain on investments		(0.3	)		0.4
Comprehensive loss	$	(224.1	)	$	(387.6	)

The accompanying footnotes are an integral part of these consolidated financial statements.

F-5

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit

(In millions, except share amounts)

	Convertible Preferred Stock				Common Stock				Additional Paid-in Capital		Accumulated Other Comprehensive (Loss) Income			Accumulated Deficit			Total Stockholders’ Deficit
	Shares		Amount		Shares		Amount
Balances at December 31, 2017		12,294,321	$	328.9		9,088,507	$	—	$	36.8	$	—		$	(213.3	)	$	(176.5	)
Net loss		—		—		—		—		—		—			(223.8	)		(223.8	)
Unrealized loss on investments		—		—		—		—		—		(0.3	)		—			(0.3	)
Issuance of Series E convertible preferred stock, net of issuance costs		6,742,918		454.7		—		—		—		—			—			—
Issuance of Series F convertible preferred stock, net of issuance costs		3,368,616		398.8		—		—		—		—			—			—
Issuance of shares in connection with acquisitions		—		—		121,544		—		5.3		—			—			5.3
Issuance of shares in connection with executive compensation arrangements		—		—		168,034		—		—		—			—			—
Exercise of stock options		—		—		1,039,643		—		3.7		—			—			3.7
Stock-based compensation		—		—		—		—		52.5		—			—			52.5
Balances at December 31, 2018		22,405,855	$	1,182.4		10,417,728	$	—	$	98.3	$	(0.3	)	$	(437.1	)	$	(339.1	)
Net loss		—		—		—		—		—		—			(388.0	)		(388.0	)
Unrealized gain on investments		—		—		—		—		—		0.4			—			0.4
Issuance of Series G convertible preferred stock, net of issuance costs		2,230,680		343.3		—		—		—		—			—			—
Issuance of shares in connection with acquisitions		—		—		4,099		—		0.1		—			—			0.1
Exercise of stock options		—		—		507,579		—		7.6		—			—			7.6
Stock-based compensation		—		—		—		—		37.4		—			—			37.4
Balances at December 31, 2019		24,636,535	$	1,525.7		10,929,406	$	—	$	143.4	$	0.1		$	(825.1	)	$	(681.6	)

The accompanying footnotes are an integral part of these consolidated financial statements.

F-6

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Consolidated Statements of Cash Flows

(In millions)

	Year Ended December 31,
	2018			2019
Operating Activities
Net loss	$	(223.8	)	$	(388.0	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		14.8			40.9
Stock-based compensation		52.5			37.4
Change in acquisition related contingent consideration		0.5			(9.9	)
Bad debt expense		1.8			6.8
Changes in operating assets and liabilities:
Accounts receivable		(20.7	)		(18.2	)
Compass Concierge receivables		(0.9	)		(84.8	)
Other current assets		(36.2	)		(45.0	)
Other non-current assets		(16.1	)		6.3
Operating lease right-of-use assets and operating lease liabilities		—			21.8
Accounts payable		17.5			9.2
Commissions payable		4.9			21.6
Accrued expenses and other liabilities		16.3			24.9
Net cash used in operating activities		(189.4	)		(377.0	)
Investing Activities
Purchases of marketable securities		(726.9	)		(70.7	)
Proceeds from sales of marketable securities		223.8			572.9
Capital expenditures		(35.3	)		(74.1	)
Payments for acquisitions, net of cash acquired		(88.7	)		(38.2	)
Net cash (used in) provided by investing activities		(627.1	)		389.9
Financing Activities
Proceeds from issuance of convertible preferred stock, net of issuance costs		853.5			343.3
Proceeds from exercise of stock options		3.7			7.6
Payments of contingent consideration related to acquisitions		—			(0.7	)
Net cash provided by financing activities		857.2			350.2
Net increase in cash and cash equivalents		40.7			363.1
Cash and cash equivalents at beginning of year		87.9			128.6
Cash and cash equivalents at end of year	$	128.6		$	491.7
Supplemental non-cash information:
Issuance of Class A common stock for acquisitions	$	5.3		$	0.1
Property and equipment included in accounts payable and accrued liabilities	$	6.3		$	3.7

The accompanying footnotes are an integral part of these consolidated financial statements.

F-7

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

1. Business

Description of the Business

Compass, Inc. (the “Company”) was incorporated in Delaware on October 4, 2012 under the name Urban Compass, Inc. On January 8, 2021, the board of directors approved a change to the Company’s name from Urban Compass, Inc. to Compass, Inc.

The Company provides a cloud-based platform that empowers residential real estate agents in the U.S. to deliver service to their buyer and seller clients. The Company’s platform provides an integrated suite of software for customer relationship management, marketing, client service, operations and other critical functionality, as well as brokerage services and adjacent services, all optimized for the nuances of the real estate industry. The Company’s principal activity is to generate a commission when the Company’s agents, acting as independent contractors, assist a client in buying or selling a home on the Compass platform and under the Compass brand.

2. Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of all controlled subsidiaries. The consolidated statements of operations include the results of entities acquired from the date of the acquisition.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods covered by the consolidated financial statements and accompanying notes. These judgments, estimates and assumptions are used for, but not limited to (i) valuation of the Company’s common stock and stock awards (ii) fair value of acquired intangible assets and goodwill, (iii) incremental borrowing rate used for the Company’s operating leases, (iv) useful lives of long-lived assets, (v) impairment of intangible assets and goodwill, (vi) allowance for Compass Concierge receivables and (vii) income taxes and certain deferred tax assets. The Company determines its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, actual results could differ from these estimates and these differences may be material.

Unaudited Pro Forma Consolidated Financial Information

Unaudited Pro Forma Consolidated Balance Sheet

Upon completion of the Company’s initial public offering (“IPO”), all outstanding shares of convertible preferred stock will convert into an aggregate of                 shares of the Company’s Class A common stock. The unaudited pro forma consolidated balance sheet information also gives effect to such conversion.

The Company granted to certain employees restricted stock units (“RSUs”) that vest upon the satisfaction of both a service condition and a liquidity event-based condition. The service-based vesting condition for these awards is generally satisfied over four years. The liquidity event-based or performance-based vesting condition is satisfied

F-8

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

upon a qualifying event, generally defined as a change in control or the effective date of the registration statement for the Company’s initial public offering. If the RSUs vest, the Company will deliver one share of Class A common stock for each vested RSU on the applicable settlement date. If the performance-based vesting condition had been met on December 31, 2019,                RSUs that had met their service condition would have vested. RSUs that had met their service and performance-based vesting conditions have been included in the unaudited pro forma consolidated balance sheet disclosure of shares outstanding of common stock, as the settlement of these shares will take place upon the satisfaction of both the service-based vesting condition and performance-based vesting condition.

For RSUs granted with a liquidity-event performance-based vesting condition, in the period in which the liquidity-event performance-based vesting condition becomes probable, the Company will recognize cumulative stock-based compensation expense related to RSUs for which the service-based vesting condition was satisfied or partially satisfied. Accordingly, the unaudited pro forma consolidated balance sheet as of December 31, 2019 gives effect to stock-based compensation expense of $                million associated with these RSUs, calculated using the accelerated attribution method. This pro forma adjustment is reflected as an increase in accumulated deficit and additional paid-in capital. RSU holders will generally incur taxable income based upon the value of the shares on the date they are settled. Payroll tax expenses and other withholding obligations have not been included in the pro forma adjustments. The Company is required to withhold taxes on such value at applicable minimum statutory rates. The Company was unable to quantify these obligations as of December 31, 2019 and will remain unable to quantify them until the performance-based vesting condition is satisfied, as the withholding obligations will be based on the value of the shares on the settlement date.

Unaudited Pro Forma Net Loss Per Share Attributable to Common Stockholders

The unaudited pro forma basic and diluted net loss per share has been computed to give effect to an adjustment to the denominator in the pro forma basic and diluted net loss per share calculation for (i) the automatic conversion of the Company’s outstanding convertible preferred stock into                 shares of Class A common stock as of the beginning of the period or the date of issuance and (ii) the assumed vesting of RSU’s which have met their service condition. The Company used the if-converted method as though the conversion of the convertible preferred stock had occurred as of the beginning of the period or the original date of issuance, if later.

The pro forma net loss used to calculate pro forma basic and diluted net loss per share is not adjusted for stock-based compensation associated with the RSUs that would have met their service condition and would vest upon a liquidity event. In addition, the pro forma diluted net loss per share is the same as the pro forma basic net loss per share for the period as the impact of any potentially dilutive securities is antidilutive.

The Company believes that the unaudited pro forma basic and diluted net loss per share disclosure provides material information to investors because the conversion of the convertible preferred stock and the vesting of RSU are expected to occur upon the closing of the IPO. Therefore, the disclosure of the pro forma information provides a measure of net loss per share that is comparable to what will be reported as a public company.

Segment

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has one operating and reportable segment. All long-lived assets are located in the United States and substantially all revenue is attributed to sellers and buyers based in the United States.

F-9

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

Net Loss Per Share Attributable to Common Stockholders

The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method determines net loss per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in the Company’s losses.

For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

Cash and Cash Equivalents

The Company considers all investments with an original maturity date at the time of purchase of three months or less to be cash and cash equivalents. Cash equivalents consist primarily of money market funds. The Company’s accounts, at times, may exceed federally insured limits.

Short-term Investments

Short-term investments consist of marketable securities that are available-for-sale. Marketable securities consist primarily of investment grade U.S. corporate and U.S. government agency debt securities. The Company invests in a diversified portfolio of marketable securities and limits the concentration of its investment in any particular security. Marketable securities are classified as available-for-sale securities and are carried at fair value on the consolidated balance sheets, with all unrealized gains and losses, net of tax, reflected in other comprehensive loss.

The Company periodically performs an impairment assessment of its marketable securities. This assessment takes into account the severity and duration of the decline in value, the intent to sell the security, whether it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis and whether the Company expects to recover the entire amortized cost basis of the security (that is, whether a credit loss exists). If any impairment is considered other-than-temporary, the Company will write down the security to its fair value and record the corresponding charge in the consolidated statements of operations. No impairment losses related to marketable securities have been recognized in any of the periods presented.

F-10

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable is stated as the amount billed, net of the allowance for doubtful accounts. The Company’s allowance for doubtful accounts is adjusted periodically and is based on management’s consideration of the age and nature of the past due accounts as well as specific payment issues. Changes in the Company’s estimate to the allowance for doubtful accounts is recorded through bad debt expense and individual accounts are charged against the allowance when all reasonable collection efforts are exhausted. The following table summarizes the activity of the allowance for doubtful accounts for Accounts receivable (in millions):

	December 31,
	2018			2019
Beginning of period	$	0.5		$	2.2
Provisions for bad debt		1.8			2.1
Net write-offs and other		(0.1	)		(1.6	)
End of period	$	2.2		$	2.7

Compass Concierge Receivables and Allowance for Doubtful Accounts

In 2018, the Company launched the Compass Concierge Program for sellers who have engaged Compass as their exclusive listing agent. The initial program is based on a services model (“Concierge Classic”) provided by Compass Concierge, LLC (“Compass Concierge”). The Concierge Classic program provides for the payment of the up-front costs of specified home improvement services provided by unrelated vendors. In 2019, the Compass Concierge Program was expanded to include a loan program underwritten by an independent third-party lender (the “Lender”) through a commercial arrangement with Compass Concierge (“Concierge Capital”). Under the Concierge Capital program, the Lender originates and services unsecured consumer loans to homeowners following its independent underwriting process. These individual loans are intended to be used for home improvement services. Individual loans are funded from an enterprise loan pool provided to the Lender.

Payment to Compass Concierge for these services under the Concierge Classic model or repayment of the loan funds under the Concierge Capital model is due upon the occurrence of various events including at the earlier of a successful home sale, the termination of the listing agreement, or one year from the date in which costs were originally funded. Compass Concierge receivables are stated at the amount advanced to the sellers, net of an estimated allowance for doubtful accounts. The following table summarizes the activity of the allowance for Compass Concierge receivables (in millions):

	December 31, 2019
Beginning of period	$	—
Provisions for bad debt		4.7
End of period	$	4.7

Property and Equipment, net

Property and equipment is reported at cost net of any accumulated depreciation and is depreciated using the straight-line method over the useful lives of the related assets. Expenditures for maintenance, repair and renewals of minor items are charged to expense as incurred. Major improvements are capitalized.

F-11

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

The Company capitalizes costs associated with developing software systems that are in the application development stage. Software development costs that are incurred in the preliminary project stage and post-implementation stage are expensed as incurred.

The useful lives of property and equipment are as follows:

Description	Useful Life
Leasehold improvements	Lesser of estimated useful life or remaining lease term
Office furniture and equipment	Five years
Computer software and internally-developed software	Three years
Computer equipment	Three years

Business Combinations

Business combinations are accounted for under the acquisition method of accounting. This method requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition costs, consisting primarily of third-party legal and consulting fees, are expensed as incurred.

Intangible Assets

Intangible assets resulting from the acquisition of entities are accounted for using the acquisition method based on management’s estimate of the fair value of assets received. Intangible assets are finite lived and mainly consist of broker relationships, workforce and acquired technology and are amortized over their respective estimated useful lives. The useful lives were determined by estimating future cash flows generated by the acquired intangible assets. The Company amortizes these intangible assets on a straight-line basis over their estimated useful lives within the Company’s operating expenses.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets or asset groups (collectively “asset groups”) may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions, or other events that indicate an asset groups’ carrying amount may not be recoverable. Recoverability of asset groups to be held and used is measured first by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset group. If such asset groups were considered to be impaired, an impairment loss would be recognized when the carrying amount of the asset exceeds the fair value of the asset.

No impairment losses for long-lived assets have been recognized in any of the periods presented.

F-12

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

Goodwill

Goodwill represents the excess of the cost of an acquired business over the fair value of the assets acquired at the date of acquisition. Goodwill is not subject to amortization but is subject to impairment testing on an annual basis, as of October 1, or whenever events and circumstances indicate that the carrying value of the reporting unit may be in excess of the reporting unit’s fair value. The Company has one reporting unit and tests goodwill for impairment at the reporting unit level. As part of the goodwill impairment test, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of its qualitative assessment, it is more-likely-than-not that the fair value of the Company’s reporting unit is less than its carrying amount, a two-step impairment test is required.

If factors indicate that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative assessment and the fair value of the reporting unit is determined by analyzing the expected present value of future cash flows. If the carrying value of the reporting unit continues to exceed its fair value, the implied fair value of the reporting unit’s goodwill is calculated and an impairment loss equal to the excess is recorded. The Company has not recorded any impairments related to goodwill to date.

Leases

The Company adopted ASU 2016-02, Leases (Topic 842) as of January 1, 2019. After the adoption of this standard, the Company determined if an arrangement contains a lease at inception based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. The Company classifies leases as either financing or operating. The Company does not have any finance leases. Right-of-use (“ROU”) assets are recognized at the lease commencement date and represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the remaining lease term.

Present value of lease payments are discounted based on the more readily determinable of (i) the rate implicit in the lease or (ii) the Company’s incremental borrowing rate. Because the Company’s operating leases generally do not provide an implicit rate, the Company estimates its incremental borrowing rate based on the information available at lease commencement date for collateralized borrowings with a similar term, an amount equal to the lease payments and in a similar economic environment where the leased asset is located. The collateralized borrowings were based on the Company’s credit rating corroborated with market credit metrics like debt level and interest coverage.

The Company’s operating lease ROU assets are measured based on the corresponding operating lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) lease incentives under the lease. Options to renew or terminate the lease are recognized as part of the Company’s ROU assets and lease liabilities when it is reasonably certain the options will be exercised. ROU assets are also assessed for impairments consistent with the Company’s long-lived asset policy.

The Company does not allocate consideration between lease and non-lease components, such as maintenance costs, as the Company has elected to not separate lease and non-lease components for any leases within its existing classes of assets. Operating lease expense for fixed lease payments is recognized on a straight-line basis over the lease term. Variable lease payments for real estate taxes, insurance, maintenance and utilities, which are generally based on the Company’s pro rata share of the total property, are not included in the measurement of the ROU assets or lease liabilities and are expensed as incurred.

F-13

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

Operating leases are presented separately as operating lease right-of-use assets and operating lease liabilities, current and non-current, in the accompanying consolidated balance sheets.

Prior to the adoption of ASC 842, the Company recognized rent expense on a straight-line basis over the term of the lease. The difference between cash rent payments and the recognition of rent expense was recorded as a deferred rent liability within Current liabilities and Non-current deferred rent on the consolidated balance sheets.

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09 (Topic 606) Revenue from Contracts with Customers. The Company adopted the new revenue standard on January 1, 2018 using the modified retrospective transition method. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows.

The Company generates revenue through its agents by assisting home sellers and buyers in listing, marketing, selling and finding homes. As the Company provides the underlying brokerage services and controls the services necessary to legally transfer real estate, the Company considers itself to be the principal in the transaction. As principal, the Company recognizes revenue in the gross amount of consideration to which the Company expects to receive in exchange for those services. Revenue is recognized upon the transfer of control of promised services to the home buyers or home sellers. Accordingly, real estate commissions earned by the Company are recorded as revenue at the point in time real estate transactions are closed (i.e., purchase or sale of a home). The Company operates exclusively in the United States and generates substantially all of its revenue from commissions from home sellers and buyers. In addition to commission revenue, the Company generates revenue through adjacent services related to the home transaction such as title and escrow services which comprised an immaterial amount of the consolidated revenue for the years ended December 31, 2018 and 2019.

Management evaluated and determined that no disaggregation of revenue is necessary or appropriate.

As the Company generally bills for its services at the time of revenue recognition, the Company does not have material deferred revenue or contract asset balances. In addition, the Company does not capitalize commissions paid to agents as incremental contract costs as there are no future benefits associated with the expenses.

Commissions and Other Transaction-Related Expense

Commissions and other transaction-related expense primarily consist of commissions paid to the Company’s agents upon the closing of a real estate transaction (i.e., purchase or sale of a home), as well as stock-based compensation expense related to the Company’s Agent Equity Program (see Note 10 – “Stock-based compensation”).

The Company also charges technology and resource fees to affiliated agents. These fees are either transaction based, where amounts are collected at the closing of a brokerage transaction, or in the form of periodic fixed fees over a defined period of time. Fees charged to affiliated agents are recognized as a reduction to Commissions and other transaction-related expense as the reimbursements do not constitute a form of revenue nor do they constitute a reimbursement for a specific, incremental, identifiable cost for the Company.

Sales and Marketing

Sales and marketing expense consists primarily of marketing and advertising expenses, compensation and other personnel-related costs for employees supporting sales, marketing, expansion and related functions, occupancy-

F-14

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

related costs for our regional offices, agent acquisition incentives and costs related to administering the Compass Concierge program, including associated bad debt expenses. Advertising expense primarily includes the cost of marketing activities such as print advertising, online advertising and promotional items, which are expensed as incurred. Advertising costs were $49.6 million and $103.9 million for the years ended December 31, 2018 and 2019, respectively.

Compensation costs includes salaries, taxes, benefits, bonuses and stock-based compensation.

Operations and Support

Operations and support expenses include compensation and other personnel related expenses for employees supporting agents, third-party consulting and professional services costs, fair value adjustments to contingent consideration for the Company’s acquisitions and other related expenses.

Research and Development

Research and development expense consists primarily of compensation and other personnel-related costs for employees in the product, engineering and technology functions, website hosting expenses, software licenses and equipment, third-party consulting costs, data licenses and other related expenses.

General and Administrative

General and administrative expense primarily consists of compensation costs for executive management and administrative employees, including finance and accounting, legal, human resources and communications, the occupancy costs for the Company’s New York headquarters and other offices supporting administrative functions, professional services fees, insurance expenses and talent acquisition expenses.

Depreciation and Amortization

Depreciation and amortization expense primarily consists of depreciation and amortization of the Company’s property and equipment and acquired intangible assets.

Income Taxes

The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to settle. The effect on deferred tax assets and liabilities resulting from a change in tax rates is recognized as income or expense in the period that includes the enactment date. Deferred tax assets and liabilities are classified as non-current in accordance with ASU No. 2015-17. Valuation allowances are established against deferred tax assets if it is more likely than not that they will not be realized.

The Company recognizes tax benefits from uncertain tax positions only if the Company believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The Company continuously reviews issues raised in connection with ongoing examinations and open tax years to evaluate the adequacy of its tax liabilities. The Company’s policy is to adjust these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such

F-15

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on its financial condition and operating results. The provision for income taxes includes the effects of any reserves that management identifies.

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants on the measurement date. The accounting standards also establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 Unobservable inputs that are supported by little or no market activity, requiring the Company to develop its own assumptions.

The carrying amount of the Company’s financial instruments including Cash and cash equivalents, Accounts receivable, Compass Concierge receivables, Accounts payable and Commissions payable approximate their respective fair values because of their short maturities. As of December 31, 2018 and 2019, the Company had no outstanding debt.

See Note 4 — “Fair Value of Financial Assets and Liabilities,” for more information on the fair value of financial assets and liabilities.

Stock-Based Compensation

The Company measures compensation expense for all stock-based awards based on the estimated fair value of the awards on the date of grant. Compensation expense is generally recognized as expense on a straight-line basis over the service period based on the vesting requirements. The Company recognizes forfeitures as they occur. The Company estimates the fair value of stock options granted to employees using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (1) the fair value of common stock, (2) the expected stock price volatility, (3) the expected term of the award, (4) the risk-free interest rate and (5) expected dividends.

In February 2018, the Company launched the Agent Equity Program. During 2018 and 2019, the Program offered affiliated agents the ability to elect to have a portion of their commissions earned during a calendar year to be paid in the form of options to purchase the Company’s common stock. Stock options issued in connection with the Agent Equity Program are granted at the beginning of the year following the calendar year when the commissions were earned and subject to the terms and conditions of the 2012 Stock Incentive Plan. These stock options are valued using the Black-Scholes option pricing model and the recognition of stock-based compensation occurs over the period from the closing date of the underlying real estate commission transactions through the end of the prescribed vesting periods. This stock-based compensation expense is recorded within the Commissions and other transaction-related expense line in the consolidated statements of operations.

In 2019, the Company began issuing RSUs to certain employees. These RSUs vest upon the satisfaction of both a service condition and a liquidity event-based or performance-based condition. The service-based vesting

F-16

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

condition for these awards is generally satisfied over four years. The liquidity event-based vesting condition is satisfied on the occurrence of a qualifying event, generally defined as a change in control or the effective date of the registration statement for the Company’s initial public offering. Upon the satisfaction of both vesting conditions and any delayed settlement period, the Company will issue shares to the award holders from the pool of authorized but unissued common stock. The fair value of the Company’s RSUs is measured based on the fair value of the Company’s common stock on the grant date and will be recognized as expense when both the required service-based vesting condition and the liquidity event-based vesting condition has been achieved using the accelerated attribution method. As of December 31, 2019, no expense has been recognized in connection with any RSUs (see Note 10 — “Stock-Based Compensation”).

Recently Adopted Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, which replaces the existing guidance on the recognition of revenue as well as costs to obtain revenue contracts. The Company early adopted the new standard on a modified retrospective basis effective January 1, 2018. The Company utilized the transitional practical expedients to apply the standard to all contracts not completed as of January 1, 2018 and to aggregate the effect of all contract modifications that occurred before the adoption date. The effect upon adoption of ASU 2014-09 was immaterial.

In March 2016, the FASB issued ASU 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee stock-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification of related amounts within the statement of cash flows. The Company adopted this guidance on January 1, 2018 and the adoption of this standard did not have a material impact on the Company’s financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): — Classification of Certain Cash Receipts and Cash Payments, which eliminates the diversity in practice related to the classification of certain cash receipts and payments in the Statement of Cash Flows by adding or clarifying guidance on eight specific cash flow issues. The Company adopted this guidance on January 1, 2018. The adoption of this standard did not have a material impact on the Company’s financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): — Restricted Cash, which requires that the statements of cash flows present the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The Company adopted this guidance on January 1, 2018 and the adoption of this standard did not have a material impact on the Company’s financial statements.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which changes the definition of a business. The guidance requires an entity to first evaluate whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If the threshold is met, the set of assets and activities is not a business. The Company adopted this guidance on January 1, 2018. Subsequent to the adoption of this standard, a number of acquisitions completed in the years ended December 31, 2018 and 2019 were determined to be asset acquisitions.

In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update simplifies how the Company is required to test goodwill for impairment by eliminating step two, which requires a hypothetical purchase price allocation, from the goodwill

F-17

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

impairment test. Under the new guidance, a goodwill impairment will equal the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. The standard is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted on a prospective basis. The Company elected to early adopt this standard as of January 1, 2019 and the adoption did not have any impact on the Company’s financial statements.

In May 2017, the FASB issued ASU 2017-09, Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting, which amends the scope of modification accounting for stock-based payment arrangements and provides guidance on the types of changes to the terms or conditions of stock-based payment awards to which an entity would be required to apply modification accounting. The Company adopted this guidance on January 1, 2018 on a prospective basis and the adoption did not have a material impact on the Company’s financial statements.

In June 2018, the FASB issued ASU 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718, to include stock-based payments issued to non-employees for goods or services. The new standard supersedes Subtopic 505-50. The new guidance eliminates specific accounting for non-employee stock-based payments and aligns the treatment for awards issued to employees and non-employees reducing the complexity of measurement of non-employee awards and creating a single accounting model. The new standard is applied to all new awards granted after the date of adoption and previously granted awards for which a measurement date has not been established under ASC 505-50 as of the adoption date. The Company adopted the new standard on January 1, 2019. As a result of the adoption of this standard, the Company is no longer marking to market the value of non-employee stock-based payments during each reporting period.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This standard requires the recognition of a right-of-use asset and lease liability on the balance sheet for all leases. The standard retained a dual model for lease classification, requiring leases to be classified as finance or operating lease to determine recognition in the statement of operations and cash flows. Additionally, in July 2018, the FASB issued ASU 2018-11, Leases, Targeted Improvements, which provided entities with a transition method option to not restate comparative periods presented, but to recognize a cumulative effect adjustment to beginning retained earnings in the period of adoption. The standards require more detailed disclosures to enable users of financial statements to understand the amount, timing and uncertainty of cash flows arising from leases. The guidance is effective for public companies with fiscal years beginning after December 15, 2018. The Company adopted this standard as of January 1, 2019, using the modified retrospective transition method with optional transition relief, under which the Company did not restate prior comparative periods. See Note 7 — “Leases” for more information.

New Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), which modifies the measurement of credit losses on financial instruments. This standard requires the use of an expected loss impairment model for instruments measured at amortized cost based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. This guidance is effective for public companies with fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company’s overall allowance for doubtful accounts related to the Company’s accounts receivable and Compass Concierge receivables.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement. The guidance eliminates, amends and

F-18

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

adds certain disclosure requirements for fair value measurements. The new standard is effective for all public entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force). The guidance on the accounting for implementation, setup and other upfront costs (collectively referred to as implementation costs) applies to entities that are a customer in a hosting arrangement that is a service contract. The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The new standard is effective for public companies with fiscal years beginning after December 15, 2019, including interim periods within that fiscal year and should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption and early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In November 2019, the FASB issued ASU No. 2019-08, Compensation — Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements — Share-Based Consideration Payable to a Customer. The ASU simplifies and increases comparability of accounting for nonemployee stock-based payments, specifically those made to customers. Under the new guidance, such awards will be accounted for as a reduction of the transaction price in revenue, but should be measured and classified following the stock compensation guidance in ASC 718, Compensation — Stock Compensation. The new standard is effective for public companies with fiscal years beginning after December 15, 2019, including interim periods within those fiscal years and can be applied retrospectively or on a modified retrospective basis through a cumulative-effect adjustment to retained earnings upon adoption. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU is part of the FASB’s simplification initiative; and it is expected to reduce cost and complexity related to accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740, Income Taxes related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The new standard will become effective for public companies with fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

3. Business Combinations and Asset Acquisitions

Assets acquired and liabilities assumed in business combinations are recognized at their acquisition date fair values. Determination of the fair values of assets and liabilities acquired requires estimates and the use of valuation techniques when market values are not readily available. The results of operations of businesses acquired by the Company have been included in the consolidated statements of operations since their respective dates of acquisition. Goodwill generated from all business acquisitions completed was primarily attributable to expected synergies from future growth and potential monetization opportunities.

F-19

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

2018 Acquisitions

Pacific Union International, Inc.

In September 2018, the Company completed the acquisition of 100% of the outstanding shares of Pacific Union International, Inc., a California based residential real-estate brokerage, along with its subsidiaries, including Chartwell Escrow, Inc., an escrow company. Pacific Union International, Inc. focuses on residential real estate services in Northern and Southern California and escrow services in Southern California. The purpose of the acquisition was to efficiently expand the Company’s existing business and launch the Company’s expansion into escrow services in these key domestic markets.

The Company has accounted for this acquisition as a business combination and has completed the valuation of the assets acquired and liabilities assumed. The consideration for the purchase of Pacific Union International, Inc. includes contingent consideration arrangements payable over three years and are based on the attainment of profitability targets as defined by the purchase agreement. The maximum amount that could be earned was $24.4 million, payable in up to $19.7 million in cash and $4.7 million in equity consideration. The Company recorded the contingent consideration at its fair value of $15.1 million and will continue to adjust the contingent consideration liability at each reporting date to its then fair value, with any changes recorded through Operations and support in the accompanying consolidated statement of operations.

The acquisition contributed $88.6 million to the Company’s revenue and $2.0 million to the Company’s net loss for the year ended December 31, 2018.

Paragon Real Estate Holdings, Inc.

In July 2018, the Company completed the acquisition of 100% of the outstanding shares of Paragon Real Estate Holdings, Inc., a San Francisco based residential real-estate brokerage company. The purpose of this acquisition was to expand the Company’s business in key domestic markets.

The Company has accounted for this acquisition as a business combination and has completed the valuation of the assets acquired and liabilities assumed. The consideration for the purchase of Paragon Real Estate Holdings, Inc. included contingent consideration arrangements, payable over four years and are based on the attainment of profitability targets as defined by the purchase agreement. The maximum amount that could be earned was $5.9 million, payable in cash. The Company recorded the contingent consideration at its fair value of $3.1 million and will continue to adjust the contingent consideration liability at each reporting date to its then fair value, with any changes recorded through Operations and support in the accompanying consolidated statement of operations.

Other

During 2018, the Company completed several asset acquisitions. These transactions included an acquisition of engineering talent in addition to the acquisition of smaller residential real estate brokerages in connection with ongoing agent recruitment efforts in key domestic markets.

F-20

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

The following table summarizes the fair value of the components of the purchase consideration, as of the date of acquisition (in millions):

	Pacific Union International, Inc.		Paragon Real Estate Holdings, Inc.		Other
Cash paid at closing (1)	$	64.5	$	15.8	$	18.0
Class A Common stock issued at closing		3.7		—		1.6
Contingent consideration (payable in the form of cash and Common stock)		15.1		3.1		0.9
	$	83.3	$	18.9	$	20.5

(1) As of December 31, 2018, an aggregate of $3.2 million of the cash to be paid at closing for certain acquisitions remained unpaid. These amounts were recorded as Accrued expenses and other current liabilities on the consolidated balance sheet and were paid during the year ended December 31, 2019.

The following table summarizes the allocation of the purchase price (in millions):

	Pacific Union International, Inc.		Paragon Real Estate Holdings, Inc.		Other
Cash and cash equivalents	$	4.7	$	1.7	$	—
Other current assets		6.7		0.4		—
Property and equipment		9.8		1.3		1.2
Goodwill (1)		45.1		7.9		—
Intangible assets (2):
Broker relationships		29.5		11.1		9.6
Workforce		—		—		9.7
Other non-current assets		1.9		0.3		—
Total assets	$	97.7	$	22.7	$	20.5
Total liabilities	$	14.4	$	3.8	$	—
Net assets	$	83.3	$	18.9	$	20.5

(1) The goodwill is non-tax deductible.

(2) The identified intangible assets have a useful life of 2-7 years.

The following unaudited pro forma summary presents consolidated information of the Company as if the acquisition of Pacific Union International, Inc. had occurred on January 1, 2018 (amounts in millions). The unaudited pro forma results are not indicative of operations that would have been achieved, nor are they indicative of future results of operations. The unaudited pro forma results do not reflect any potential cost savings or other operations efficiencies that could result from the acquisition.

	Year Ended December 31, 2018
Pro forma revenues	$	1,167.0
Pro forma consolidated net loss	$	(224.8	)

Pro forma revenue and earnings for all other acquisitions have not been presented because they do not have a material impact to the Company’s consolidated revenue and results of operations, either individually or in aggregate.

F-21

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

2019 Acquisitions

Contactually, Inc.

In February 2019, the Company completed the acquisition of 100% of the outstanding shares of Contactually, Inc. (“Contactually”), a technology company that provides an internally developed cloud-based Customer Relationship Management (“CRM”) platform tailored to the real estate industry. The Company acquired Contactually primarily for its CRM expertise and engineering employees to assist in the development of the Company’s own proprietary CRM software platform.

Other

During 2019, the Company completed the acquisition of several residential real estate brokerages in connection with ongoing agent recruitment efforts in key domestic markets. The consideration for these acquisitions includes contingent consideration arrangements, payable over a period of up to 6 years and are based on the attainment of profitability targets as defined by the purchase agreements. The maximum amount that can be earned is $13.1 million, payable in cash. The Company recorded the contingent consideration at its fair value of $7.4 million and will continue to adjust the contingent consideration liabilities at each reporting date to its then fair value, with any changes recorded to Operations and support in the accompanying consolidated statement of operations.

The following table summarizes the fair value of the components of the purchase consideration, as of the date of acquisition (in millions):

	Contactually, Inc.		Other
Cash paid at closing	$	24.5	$	14.6
Elimination of pre-existing relationships		1.6		—
Contingent consideration (payable in the form of cash)		—		7.4
	$	26.1	$	22.0

The following table summarizes the allocation of the purchase price (in millions):

	Contactually, Inc.		Other
Cash and cash equivalents	$	1.0	$	2.8
Other current assets		1.0		0.4
Property and equipment		—		6.7
Goodwill (1)		21.3		6.2
Operating lease right-of-use assets		1.8		33.7
Intangible assets (2):
Acquired technology		5.7		—
Broker relationships		—		6.5
Trademarks		—		0.6
Other non-current assets		0.3		1.1
Total assets	$	31.1	$	58.0
Total liabilities	$	5.0	$	36.0
Net assets	$	26.1	$	22.0

(1) The goodwill is non-tax deductible.

(2) The identified intangible assets have a useful life of 2-9 years.

F-22

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

The Company has recorded the preliminary purchase price allocation as of the acquisition dates and expects to finalize its analysis within the measurement period (up to one year from the acquisition date) of the respective transaction. Any adjustments during the measurement period would have a corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recorded to the consolidated statement of operations.

4. Fair Value of Financial Assets and Liabilities

The following tables present the balances of assets and liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy, as of the dates presented (in millions):

	December 31, 2018
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents:
Cash and money market funds	$	34.4	$	—	$	—	$	34.4
Commercial paper		3.4		—		—		3.4
U.S. Government bills		72.9		—		—		72.9
Corporate bonds		—		17.9		—		17.9
Total cash and cash equivalents	$	110.7	$	17.9	$	—	$	128.6
Short-term investments:
Certificates of deposit	$	15.4	$	—	$	—	$	15.4
U.S. Government bills		334.1		—		—		334.1
Corporate bonds		—		205.5		—		205.5
Total short-term investments	$	349.5	$	205.5	$	—	$	555.0
Liabilities:
Contingent consideration (1)	$	—	$	—	$	19.6	$	19.6

	December 31, 2019
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents:
Cash and money market funds	$	491.7	$	—	$	—	$	491.7
Total cash and cash equivalents	$	491.7	$	—	$	—	$	491.7
Short-term investments:
U.S. Government bills	$	35.8	$	—	$	—	$	35.8
Corporate bonds		—		19.7		—		19.7
Total short-term investments	$	35.8	$	19.7	$	—	$	55.5
Liabilities:
Contingent consideration (1)	$	—	$	—	$	16.4	$	16.4

(1) As of December 31, 2018, $2.9 million and $16.7 million of contingent consideration is classified between Accrued expenses and other current liabilities and Other non-current liabilities, respectively, within the consolidated balance sheets. As of December 31, 2019, $9.3 million and $7.1 million of contingent consideration is classified between Accrued expenses and other current liabilities and Other non-current liabilities, respectively, within the consolidated balance sheets.

F-23

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

The Company’s money market funds and U.S. Government bills are classified as Level 1 within the fair value hierarchy because they are valued using quoted prices in active markets. The fair value of the Company’s corporate bonds is based on quoted prices in markets that are not active. Therefore, these senior notes are classified as Level 2 within the fair value hierarchy. There were no transfers of financial instruments between Level 1, Level 2 and Level 3 during the periods presented.

Certain of the Company’s short-term investments and cash equivalents consist of marketable securities that are available-for sale and have stated maturity dates of less than one year. The following tables illustrate the cost and fair value of available-for-sale as of the dates presented (in millions):

	December 31, 2018
	Cost		Total realized losses included in Net loss (1)			Amortized Cost		Unrealized gains included in Other comprehensive (loss) income			Fair Value
Cash and cash equivalents:
U.S. Government bills	$	72.9	$	—		$	72.9	$	—		$	72.9
Corporate bonds		17.9		—			17.9		—			17.9
Total included in cash and cash equivalents	$	90.8	$	—		$	90.8	$	—		$	90.8
Short-term investments:
U.S. Government bills	$	336.2	$	(2.0	)	$	334.2	$	(0.1	)	$	334.1
Corporate bonds		206.1		(0.4	)		205.7		(0.2	)		205.5
Total included in short-term investments	$	542.3	$	(2.4	)	$	539.9	$	(0.3	)	$	539.6
Total available for sale securities	$	633.1	$	(2.4	)	$	630.7	$	(0.3	)	$	630.4

	December 31, 2019
	Cost		Total realized losses included in Net loss (1)		Amortized Cost		Unrealized gains included in Other comprehensive (loss) income		Fair Value
Short-term investments:
U.S. Government bills	$	35.8	$	—	$	35.8	$	—	$	35.8
Corporate bonds		19.7		—		19.7		—		19.7
Total included in short-term investments	$	55.5	$	—	$	55.5	$	—	$	55.5
Total available for sale securities	$	55.5	$	—	$	55.5	$	—	$	55.5

(1) Realized losses are included in Investment income, net in the Company’s consolidated statement of operations.

Marketable securities were in an unrealized loss position for less than twelve months as of December 31, 2018 and 2019 were immaterial. None of these securities were in a continuous unrealized loss position for more than twelve months as of December 31, 2018 and 2019.

Level 3 Financial Liabilities

Contingent consideration represents obligations of the Company to transfer cash and Common stock to the sellers of certain acquired entities in the event that certain targets and milestones are met. Changes in Level 3 contingent

F-24

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

consideration measured at fair value on a recurring basis for the years ended December 31, 2018 and December 31, 2019 were as follows (in millions):

	December 31,
	2018		2019
Opening balance	$	—	$	19.6
Acquisitions		19.1		7.4
Losses (gains) included in net loss		0.5		(9.9	)
Payments		—		(0.7	)
Closing Balance	$	19.6	$	16.4

Contingent consideration liabilities represent arrangements to pay the former owners of certain acquired businesses. As of December 31, 2019, the undiscounted maximum payment under these arrangements was $36.9 million which is expected to be paid over a period of up to six years. The Company estimated the fair value of the contingent consideration using a Monte Carlo simulation, which is based on significant inputs, primarily forecasted future results of the acquired businesses, not observable in the market, discount rates and earnings volatility measures.

The following tables present quantitative information regarding the significant unobservable inputs utilized by the Company in the fair value measurement of Level 3 liabilities measured at fair value on a recurring basis:

	Year Ended December 31,
	2018		2019
Discount rate		0.0% – 10.4%		0.0% – 4.0%
Weighted average discount rate		8.7%		3.3%
Earnings volatility		0.0% – 23.0%		0.0% – 45.0%
Weighted-average earnings volatility		20.6%		12.0%

5. Property and Equipment, Net

Property and equipment, net consisted of the following (in millions):

	December 31,
	2018			2019
Leasehold improvements	$	54.7		$	117.5
Office furniture and equipment		13.7			23.0
Computer software and internally-developed software		13.8			18.6
Computer equipment		12.2			18.6
		94.4			177.7
Less: accumulated depreciation		(20.5	)		(43.7	)
Property and equipment, net	$	73.9		$	134.0

The Company recorded depreciation expense related to property and equipment of $10.3 million and $24.3 million for the years ended December 31, 2018 and 2019, respectively which includes $1.8 million and $4.0 million, respectively, related to capitalized internally–developed software.

The Company capitalized internally-developed software costs of $5.9 million and $4.4 million during the years ended December 31, 2018 and 2019, respectively.

F-25

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

6. Goodwill and Other Intangible Assets, Net

The following table summarizes the changes in the carrying amount of goodwill (in millions):

Balance at December 31, 2017	$	0.9
Acquisitions		51.3
Balance at December 31, 2018	$	52.2
Acquisitions		27.5
Measurement period adjustments (1)		1.7
Balance at December 31, 2019	$	81.4

(1) Relates to the acquisition of Pacific Union International, Inc.

The following table summarizes the carrying amounts and accumulated amortization of intangible assets (in millions, except weighted-average remaining useful life):

	December 31, 2018
	Useful Life		Gross Carrying Amount		Accumulated Amortization			Net Value		Weighted Average Remaining Useful Life (Years)
Finite-lived intangible assets:
Broker relationships		3-7 years	$	51.1	$	(3.9	)	$	47.2		4.1
Workforce		2 years		9.7		(1.1	)		8.6		1.8
Indefinite-lived intangible assets:
Domain name				0.3		—			0.3		n/a
Total			$	61.1	$	(5.0	)	$	56.1

	December 31, 2019
	Useful Life		Gross Carrying Amount		Accumulated Amortization			Net Value		Weighted Average Remaining Useful Life (Years)
Finite-lived intangible assets:
Broker relationships		3-9 years	$	57.5	$	(13.0	)	$	44.5		5.3
Workforce		2 years		9.7		(6.0	)		3.7		0.8
Acquired technology		2 years		5.7		(2.4	)		3.3		1.2
Trademarks		2 years		0.6		(0.2	)		0.4		1.3
Indefinite-lived intangible assets:
Domain name				0.3		—			0.3		n/a
Total			$	73.8	$	(21.6	)	$	52.2

Amortization expense was $4.5 million and $16.6 million, for the years ended December 31, 2018 and 2019, respectively.

F-26

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

Estimated future amortization expense for finite-lived intangible assets as of December 31, 2019 is as follows (in millions):

2020	$	16.0
2021		9.3
2022		8.4
2023		7.7
2024		6.0
Thereafter		4.5
Total	$	51.9

7. Leases

Effective January 1, 2019 the Company adopted ASU 2016-02, Leases (Topic 842). As part of the adoption, the Company elected the following practical expedients:

• Package of practical expedients which eliminates the need to reassess (1) whether any expired or existing contracts are or contain leases; (2) the lease classification for any expired or existing leases; and (3) the initial direct costs for any existing leases;

• The practical expedient whereby the lease and non-lease components will not be separated for all classes of assets;

• Not to recognize ROU assets and corresponding lease liabilities with a lease term of 12 months or less from the lease commencement date; and

• Not to apply the use of hindsight and did not reassess lease term upon adoption for existing leases.

On January 1, 2019, the Company recorded an ROU asset for operating leases of $299.2 million and a lease liability for operating leases of $320.3 million by adjusting its remaining deferred rent liabilities and prepaid rent assets at that time.

As of December 31, 2019, the Company had additional operating leases that have not yet commenced with future undiscounted lease payments of approximately $56.0 million.

The components of lease cost for operating leases for the year ended December 31, 2019 was as follows (in millions):

	Year Ended December 31, 2019
Operating lease cost	$	80.6
Short-term lease cost		16.6
Sublease income		(2.2	)
Variable lease costs		25.7
Total	$	120.7

The Company has a small population of subleases whereby it acts as a lessor. The impact of this portfolio is not material to the consolidated financial statements.

F-27

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

The Company recognized lease costs, net of sublease income, of $109.1 million and $11.6 million in Sales and marketing and General and administrative expenses, respectively, in the consolidated statement of operations for the year ended December 31, 2019.

Supplemental cash flow information related to leases was as follows (in millions):

	Year Ended December 31, 2019
Cash paid for amounts included in the measurement of operating lease liabilities:
Operating cash flows, net used in operating leases	$	53.3
Supplemental disclosure of noncash leasing activities:
ROU obtained in exchange for new operating lease liabilities		191.4

The following table represents the weighted-average remaining lease term and discount rate for the Company’s operating leases:

	December 31, 2019
Weighted average remaining lease term (years)		7.7
Weighted average discount rate		5.0	%

Future undiscounted lease payments for the Company’s operating lease liabilities are as follows as of December 31, 2019 (in millions):

2020	$	57.1
2021		87.2
2022		80.7
2023		75.1
2024		68.4
Thereafter		217.0
Total future lease payments		585.5
Less: imputed interest		110.8
Present value of lease liabilities		474.7

Disclosures Related to Periods Prior to Adoption of ASC 842

The Company leases office space under non-cancelable operating leases with various expiration dates through 2031. Total rent expense for the year ended December 31, 2018 was $37.4 million. Rent expense related to lease agreements that contain lease incentives is recognized on a straight-line basis over the lease term.

F-28

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

Future minimum lease payments under non-cancelable operating leases as of December 31, 2018 are as follows (in millions):

2019	$	57.1
2020		64.7
2021		64.1
2022		61.5
2023		58.8
Thereafter		227.8
Total	$	534.0

8. Commitments and Contingencies

Legal Proceedings

From time to time, the Company may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. When the Company determines that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to the Company’s business taken as a whole. When a material loss contingency is only reasonably possible, the Company does not record a liability, but instead discloses the nature and the amount of the claim and an estimate of the loss or range of loss, if such an estimate can reasonably be made.

Claims or regulatory actions against the Company, whether meritorious or not, could have an adverse impact on the Company due to legal costs, diversion of management resources and other elements. Except as identified with respect to the matters below, the Company does not believe that the outcome of any individual existing legal or regulatory proceeding to which it is a party will have a material adverse effect on its results of operations, financial condition or overall business in each case, taken as a whole.

Avi Dorfman v. Robert Reffkin and Urban Compass, Inc.

In July 2014, Avi Dorfman (“Dorfman”) and RentJolt, Inc. (“RentJolt”) (collectively, “Plaintiffs”) filed suit against the Company and Robert Reffkin (“Defendants”), seeking compensation for certain services, trade secrets and other contributions allegedly provided in the formation of the Company. After miscellaneous motion practice, in June 2018, Defendants moved for summary judgment, the court held oral argument in October 2018 and ultimately denied the Defendants’ motion for summary judgment in October 2019. In November 2019, Defendants appealed portions of the court’s summary judgment ruling. In February 2020, the appellate court granted in part and denied in part Defendants’ appeal resulting in one plaintiff (RentJolt) voluntarily discontinuing its only remaining claim and leaving the case. Defendants have one motion in limine pending. A trial date has been set for September 2021.

Realogy Holdings Corp., et al v. Urban Compass, Inc. and Compass Inc.

In July 2019, Realogy Holdings Corp., NRT New York LLC (“Corcoran”) and many of its related entities (collectively, “Plaintiffs”) filed a complaint against the Company in the New York Supreme Court. The complaint alleges various violations of New York and California state law related to claims of unfair competition and seeks unspecified damages. The Company filed a Motion to Dismiss in September 2019. In September 2019, Plaintiffs filed an amended complaint, removing one claim and adding a claim for defamation. In November 2019, the Company moved to compel arbitration related to claims asserted by Corcoran and moved to dismiss all of the counts. In June 2020, the Court denied the motion to dismiss and denied the motion to compel arbitration

F-29

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

as moot, granting Plaintiffs leave to amend the complaint as to claims asserted by Corcoran without prejudice to Defendants’ ability to move to compel or dismiss the Second Amended Complaint. Plaintiffs’ second amended complaint is due in July 2020 with Defendants’ response due in August 2020. Discovery is proceeding.

On July 3, 2020, Plaintiffs filed their Second Amended Complaint. On December 18, 2020, the Court denied the Company’s motion to compel arbitration on Plaintiffs’ second amended complaint without prejudice. The Company is planning to appeal the Court’s denial of the Company’s motion to dismiss and motion to compel arbitration. Defendants’ Answer to the Second Amended Complaint and Counterclaims are due to be filed in January 2021. Discovery is proceeding. The Company is unable to predict the outcome of this action or to reasonably estimate the possible loss or range of loss, if any, arising from the claims asserted therein.

Letter of Credit Agreements

The Company has irrevocable letters of credit with various financial institutions, primarily related to security deposits for leased facilities. As of December 31, 2018 and 2019, the Company was contingently liable for $40.0 million and $47.8 million, respectively, under these letters of credit. These letters of credit are collateralized by the Company’s cash and cash equivalents and investments.

Escrow and Trust Deposits

As a service to its home buyers and home sellers, the Company administers escrow and trust deposits which represent undistributed amounts for the settlement of real estate transactions. The escrow and trust deposits totaled $14.4 million and $24.7 million, respectively as of December 31, 2018 and 2019. These deposits are not assets of the Company and therefore are excluded from the accompanying consolidated balance sheets. However, the Company remains contingently liable for the disposition of these deposits.

9. Convertible Preferred Stock and Stockholders’ Deficit

Convertible Preferred Stock

In 2018, the Company issued 6,742,918 shares of Series E convertible preferred stock for proceeds of $454.7 million, net of $0.3 million issuance costs, and 3,368,616 shares of Series F convertible preferred stock for proceeds of $398.8 million, net of $0.6 million issuance costs.

In 2019, the Company issued 2,230,680 Series G convertible preferred stock for proceeds of $343.3 million, net of $0.8 million issuance costs.

F-30

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

The Company’s convertible preferred stock authorized, issued and outstanding, the aggregate liquidation preferences, including dividends that would be due if and when declared by the board of directors are as follows (in millions, except share and per share amounts):

	December 31, 2018
Series of Convertible Preferred Stock	Year Issued		Shares Authorized		Shares Issued and Outstanding		Issuance Price/ Liquidation Price (Per Share)		Aggregate Liquidation Value		Carrying Value (Net of Issuance Costs)
Series A		2013		5,481,193		5,481,193	$	10.0000	$	54.8	$	54.7
Series B		2014-2015		1,813,324		1,813,324		20.7655		37.7		37.5
Series C		2015-2016		1,358,026		1,358,026		40.5000		55.0		54.8
Series D		2016-2017		2,530,307		2,530,307		42.6320		107.9		107.6
Series E		2017-2018		7,854,389		7,854,389		67.4782		530.0		529.0
Series F		2018		3,373,535		3,368,616		118.5700		399.4		398.8
				22,410,774		22,405,855			$	1,184.8	$	1,182.4

	December 31, 2019
Series of Convertible Preferred Stock	Year Issued		Shares Authorized		Shares Issued and Outstanding		Issuance Price/ Liquidation Price (Per Share)		Aggregate Liquidation Value		Carrying Value (Net of Issuance Costs)
Series A		2013		5,481,193		5,481,193	$	10.0000	$	54.8	$	54.7
Series B		2014-2015		1,813,324		1,813,324		20.7655		37.7		37.5
Series C		2015-2016		1,358,026		1,358,026		40.5000		55.0		54.8
Series D		2016-2017		2,530,307		2,530,307		42.6320		107.9		107.6
Series E		2017-2018		7,854,389		7,854,389		67.4782		530.0		529.0
Series F		2018		3,368,616		3,368,616		118.5700		399.4		398.8
Series G		2019		3,241,088		2,230,680		154.2690		344.1		343.3
				25,646,943		24,636,535			$	1,528.9	$	1,525.7

The rights, preferences, restrictions and privileges of the holders of convertible preferred stock are as follows:

Voting

Each holder of convertible preferred stock has voting rights equivalent to Class A common stock on an as converted basis.

Dividends

When and if declared by the Company’s board of directors, any dividends shall be distributed among all holders of common stock and convertible preferred stock in proportion to the number of shares of common stock that would be held by each such holder if all shares of convertible preferred stock were converted to common stock. No dividends have been declared since inception.

Liquidation

The holders of Series E convertible preferred stock, Series F convertible preferred stock and Series G convertible preferred stock (collectively, the “Senior Preferred Stock”) shall be entitled to receive out of the proceeds or assets of the Company legally available for distribution to its stockholders (the “Proceeds”), on a pro rata, pari passu basis, prior and in preference to any distribution of the Proceeds of a Liquidation Event

F-31

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

(as defined below) to the holders of Series A convertible preferred stock, Series B convertible preferred stock, Series C convertible preferred stock, Series D convertible preferred stock and Common stock. If, upon the occurrence of such a Liquidation Event, the Proceeds distributed among the holders of Senior Preferred Stock shall be insufficient to permit the payment to such holders of the full amounts, then the entire Proceeds legally available for distribution shall be distributed ratably among the holders of Senior Preferred Stock in proportion to the full preferential amount that each such holder is otherwise entitled to receive. If the remaining Proceeds thus distributed among the holders of the Series A convertible preferred stock, Series B convertible preferred stock, Series C convertible preferred stock and Series D convertible preferred stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire remaining Proceeds legally available for distribution shall be distributed ratably among the holders of Series A convertible preferred stock, Series B convertible preferred stock, Series C convertible preferred stock and Series D convertible preferred stock in proportion to the full preferential amount that each such holder is otherwise entitled to receive. Any funds and assets of the Company remaining after payment of the liquidation amounts to the convertible preferred stockholders will be distributed to the holders of Common stock.

A Liquidation Event including deemed liquidation is in general defined as a change in control of the Company, merger or consolidation with or into another entity, the transfer of 50% of the voting stock of the Company or the grant of an irrevocable, exclusive license to all or substantially all of the Company’s intellectual property which is used to generate the Company’s revenue. As the Company’s convertible preferred stock has liquidation features that are not entirely within the control of the Company, the convertible preferred stock is recorded outside of Stockholders’ deficit.

The per share liquidation preference for each series of convertible preferred stock are presented in the tables above. These liquidation preferences include declared and undeclared dividends.

Conversion

Shares of convertible preferred stock are convertible at the option of the holder into shares of Class A common stock at any time. Shares of Series A convertible preferred stock, Series B convertible preferred stock, Series C convertible preferred stock, Series D convertible preferred stock, Series F convertible preferred stock and Series G convertible preferred stock are convertible into one share of Class A common stock. Series E convertible preferred stock is convertible to shares of common stock at a ratio of $67.4782 to $65.879.

Shares of convertible preferred stock are automatically converted upon an initial public offering in which the public offering price is not less than $118.57 per share and not less than $154.2690 per share solely in the case of the Series G convertible preferred stock which results in proceeds to the Company of at least $150 million. The minimum offering price requirement for automatic conversion of the Series G convertible preferred stock expires in January 2021. Additionally, shares of Series A convertible preferred stock, Series B convertible preferred stock, Series C convertible preferred stock, Series D convertible preferred stock and Series E convertible preferred stock automatically convert upon the vote or written consent of a majority of the then outstanding shares of each respective class of shares. Shares of Series F convertible preferred stock and Series G convertible preferred stock automatically convert upon the vote or written consent of sixty-six and two third percent of the then outstanding shares of Series F convertible preferred stock and Series G convertible preferred stock, respectively.

The Series D convertible preferred stock includes an adjustment right to the conversion price of Series D convertible preferred stock. In the event of a conversion of Series D convertible preferred stock into Class A common stock upon a qualified public offering, if the public offering price would result in an internal rate of return of greater than or less than 32.5%, then the conversion price would be adjusted such that the number

F-32

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

of common stock issued to Series D convertible preferred stockholders would result in an internal rate of return equal to 32.5%. The Special Minimum Conversion Price for Series D convertible preferred stock shall be $33.9316 and the Special Maximum Conversion Price $57.3327.

Subject to certain exceptions, including issuances of shares to employees or consultants pursuant to a stock option plan approved by the Board of Directors and issuances of shares to lenders or strategic partners or in connection with a business acquisition, in each case approved by the Board of Directors, the conversion price of each applicable series of preferred stock is subject to adjustment to prevent dilution in the event that the Company issues additional shares at a purchase price less than the then-applicable conversion price.

Redemption Rights

The Company’s convertible preferred stock does not contain any fixed or determinable redemption features.

Common Stock

As of December 31, 2018 and 2019, the Company authorized two classes of common stock: Class A common stock and Class B common stock. Each class has par value of $0.0001.

	December 31, 2018
	Shares Authorized		Shares Issued		Shares Outstanding
Class A common stock		43,015,231		10,108,016		9,883,016
Class B common stock		2,600,000		534,712		534,712
Total		45,615,231		10,642,728		10,417,728

	December 31, 2019
	Shares Authorized		Shares Issued		Shares Outstanding
Class A common stock		46,160,000		10,501,547		10,276,547
Class B common stock		2,600,000		652,859		652,859
Total		48,760,000		11,154,406		10,929,406

The rights of the common stock are as follows:

Voting

Holders of Class A common stock are entitled to one vote per share. Holders of Class B common stock are not entitled to vote.

Dividends

When and if declared by the Company’s board of directors, holders of Class A and Class B common stock are entitled in proportion to the number of shares of common stock that would be held by each such holder if all shares of convertible preferred stock were converted to common stock. No dividends have been declared since inception.

Liquidation

The liquidation rights of the holders of Class A and Class B common stock are subject to and qualified by the rights and preferences of the holders of convertible preferred stock.

F-33

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

Conversion

Each share of Class A common stock may be converted to one share of Class B common stock at the option of the holder. Each share of Class B common stock may be converted to one share Class A common stock only upon the following events:

• the Company’s sale of its Common Stock pursuant to an effective registration statement;

• any transfer of such share to a holder of convertible preferred stock; and

• the approval of such conversion by the Board of Directors; such conversion shall be deemed to have been made immediately prior to the closing date of the public offering.

As of December 31, 2018 and 2019, the Company had shares of common stock reserved for issuance as follows:

	December 31,
	2018		2019
Convertible preferred stock outstanding		22,596,505		24,827,185
Options issued and outstanding		3,938,593		4,377,685
Restricted stock units issued and outstanding		—		529,720
Shares available for future stock-based incentive award issuances		1,349,698		2,472,548
Total		27,884,796		32,207,138

As of December 31, 2018 and 2019, the Company had 225,000 shares of Class A common stock issued and held as treasury stock.

10. Stock-Based Compensation

2012 Stock Incentive Plan

In October 2012, the Company adopted the 2012 Stock Incentive Plan (as amended, the “Plan”). Under the Plan, employees and non-employees can be granted options on common stock, RSUs, and other stock-based awards, including awards earned in connection with the Agent Equity Program. Generally, these awards are based on stock agreements with ten-year contractional terms for stock options, and seven-year contractual terms for RSU’s, subject to board approval. As of December 31, 2018 and 2019, there were 7,700,640 and 10,193,756 shares of common stock, respectively, reserved for issuance under the Plan. The Company increased the pool available for granting options by 1,257,998 and 2,493,116 shares of common stock during the year ended December 31, 2018 and 2019, respectfully. As of December 31, 2019, there are 2,472,548 shares available for future grants.

Stock Options

Stock options, including options issued under the Agent Equity Program, vest over a prescribed service period generally lasting four years. In addition, certain options vest immediately upon issuance. Upon the exercise of any stock options, the Company issues shares to the award holder from the pool of authorized but unissued common stock.

F-34

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

The fair value of each stock option award is estimated on the grant-date using the Black-Scholes option pricing model. The inputs used below are subjective and require significant judgement to determine.

	Year Ended December 31,
	2018			2019
Expected term (in years)		6.5			5.9
Risk-free interest rate		2.7	%		2.3	%
Expected volatility		45	%		45	%
Dividend rate		—	%		—	%
Weighted average grant-date fair value of options granted	$	14.03		$	26.16

Each of these inputs is subjective and generally requires significant judgment.

Expected Term — The expected term represents the period that the stock-based awards are expected to be outstanding. The Company uses the simplified method to calculate the expected term due to insufficient historical experience, which assumes a ratable rate of exercise over the contractual term.

Risk-Free Interest Rate — The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury constant maturity notes with terms approximately equal to the stock-based awards’ expected term.

Expected Volatility — As a result of the lack of historical and implied volatility data of the Company’s common stock, the expected stock price volatility has been estimated based on the historical volatilities of a specified group of companies in its industry for a period equal to the expected life of the option. The Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, and position within the industry and with historical share price information sufficient to meet the expected term of the stock options. The historical volatility data has been computed using the daily closing prices for the selected companies.

Dividend Rate — The expected dividend rate is zero as the Company has not declared or paid any cash dividends and does not anticipate to do so in the foreseeable future.

Fair Value of Common Stock — The fair value of the shares of common stock underlying stock options and RSUs has historically been determined by the board of directors as there was no public market for the common stock. The board of directors determines the fair value of the Company’s common stock by considering a number of objective and subjective factors including: the valuation of comparable companies, sales of convertible preferred stock to unrelated third parties, the Company’s operating and financial performance, secondary transactions involving the Company’s common stock, the lack of liquidity of common stock and general and industry specific economic outlook, amongst other factors.

F-35

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

A summary of stock option activity under the Plan, including 106,125 stock options that were granted outside of the Plan in 2019, is presented below (in millions, except share and per share amounts):

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contract Term (in years)		Aggregate Intrinsic Value
Balances as of December 31, 2017		3,616,723		$	10.32		7.5	$	58.9
Granted		1,759,043			30.35
Exercised		(1,039,643	)		3.48
Forfeited		(397,530	)		19.50
Balances as of December 31, 2018		3,938,593		$	20.14		7.9	$	123.9
Granted		1,689,207			55.09
Exercised		(507,579	)		14.93
Forfeited		(742,536	)		29.57
Balances as of December 31, 2019		4,377,685		$	32.63		7.8	$	138.9
Exercisable and vested at December 31, 2019		2,273,896		$	19.56		6.7	$	101.8

During the years ended December 31, 2018 and 2019, the intrinsic value of options exercised was $24.4 million and $19.1 million, respectively.

Stock-based compensation recognized during the years ended December 31, 2018 and 2019 associated with stock options was $14.8 million and $35.4 million, respectively. As of December 31, 2019, unrecognized compensation costs totaled $52.9 million and are expected to be recognized over a weighted-average period of 2.5 years.

Restricted Stock Units

A summary of RSU activity under the Plan is presented below:

	Number of Shares			Weighted Average Grant Date Fair Value
Balances as of December 31, 2018		—		$	—
Granted		569,489			59.81
Vested		—			—
Forfeited		(39,769	)		56.16
Balances as of December 31, 2019		529,720		$	60.08

As of December 31, 2019, unvested RSUs had total compensation costs of $31.8 million not yet recognized. Of this amount, $9.5 million relates to awards for which the time-based vesting condition had been satisfied or partially satisfied on that date, calculated using the grant date fair value of the awards. The remaining $22.3 million relates to awards for which the time-based vesting condition had not yet been satisfied as of December 31, 2019 and is expected to be satisfied over a weighted-average period of 1.7 years.

F-36

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

Other Stock-Based Awards

In July 2018, the Company issued 168,034 Class A Common stock with a grant date fair value of $26.61 per share to an executive employee. These shares are subject to a four-year vesting period in which the employee must continue to provide services to the Company. The fair value of these shares was measured based on the fair value of the Company’s common stock on the grant date and will be recognized as expense over the service period of the award. For the years ended December 31, 2018 and 2019, the Company recognized stock-based compensation expense of $0.6 million and $1.1 million, respectively, related to this award.

For the years ended December 31, 2018 and 2019, the Company recorded approximately $37.1 million and $0.6 million, respectively, in compensation expense for stock-based awards outside the Plan. For the year ended December 31, 2018, $36.2 million of these expenses related to compensation expenses incurred in connection with the sale of shares to investors by certain Company employees and non-employee service providers in excess of the fair value of shares.

Stock-Based Compensation Expense

Total stock-based compensation expense included in the consolidated statement of operations is as follows (in millions):

	Year Ended December 31,
	2018		2019
Commissions and other transaction-related expense	$	1.0	$	16.1
Sales and marketing		9.1		11.1
Operations and support		4.7		2.4
Research and development		4.0		2.8
General and administrative		33.7		5.0
Total stock-based compensation expense	$	52.5	$	37.4

The Company has not recognized any tax benefits from stock-based compensation as a result of the full valuation allowance maintained on its deferred tax assets.

11. Income Taxes

The components of the Company’s income tax provision consisted of (in millions):

	December 31,
	2018		2019
Current:
Federal	$	—	$	—
State		—		—
Total current		—		—
Deferred:
Federal		3.6		1.0
State		1.9		(0.1	)
Total deferred		5.5		0.9
Total benefit from income taxes	$	5.5	$	0.9

F-37

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018 and December 31, 2019 the Company had an income tax benefit of $5.5 million and $0.9 million, respectively. This resulted from a partial reduction in the valuation allowance related to the carryover tax basis in deferred tax liabilities from acquisitions.

The effective income tax rate differed from the statutory federal income tax rate as follows:

	Year Ended December 31,
	2018			2019
Tax at federal statutory rate		21.0	%		21.0	%
State taxes, net of federal effect		4.9	%		7.7	%
Change in valuation allowance		(24.4	)%		(28.6	)%
Non-deductible expenses		0.5	%		0.2	%
Other		0.4	%		(0.1	)%
Provision for income taxes		2.4	%		0.2	%

The components of net deferred taxes arising from temporary differences were as follows (in millions):

	December 31,
	2018			2019
Deferred tax assets:
Nondeductible accruals	$	3.2		$	3.1
Stock-based compensation		4.9			12.4
Lease obligations		7.1			144.0
Net operating loss carryforward		98.9			203.0
Allowance for doubtful accounts		0.7			2.1
Accrued compensation		3.4			7.5
Other		1.4			1.2
Total deferred tax assets		119.6			373.3
Deferred tax liabilities:
Right of use asset		—			(121.4	)
Trademarks and other intangibles		(10.2	)		(14.2	)
Property and equipment		(0.5	)		(14.6	)
Total deferred tax liabilities		(10.7	)		(150.2	)
Less: valuation allowance		(108.9	)		(223.1	)
Net deferred tax assets	$	—		$	—

The Company is subject to income taxes in the United States. Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and (b) operating losses and tax credit carryforwards.

As of December 31, 2018 and 2019, the Company’s deferred tax assets were primarily the result of U.S. Federal and State net operating losses (“NOL”), deferred rent, compensation and other expense related accruals. A full valuation allowance was maintained against its U.S. gross deferred tax asset balance as of December 31, 2018 and 2019. As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. As of

F-38

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

December 31, 2018 and 2019, the Company continued to maintain that the realization of its deferred tax assets has not achieved a more-likely-than-not threshold primarily due to the evidence in that the Company continued to maintain three-year cumulative pre-tax book losses. As of December 31, 2019, the valuation allowance was in the amount of approximately $223.1 million, an increase of $114.2 million from December 31, 2018, which includes the impact of acquisition activity.

As of December 31, 2018 and 2019, the Company had approximately $348.2 million and $716.3 million of gross Federal net operating losses, respectively. Of those amounts, $139.3 million will begin to expire in 2032 and $577.0 million have an unlimited carryforward with utilization limited at 80% of taxable income. Such amounts may be subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended, as a result of various ownership change rules.

As of December 31, 2018 and 2019, the Company had approximately $412.7 million and $834.3 million of state net operating losses, respectively, that will begin to expire in 2032.

The Company had no uncertain tax positions as of December 31, 2018 and 2019. The Company does not anticipate a significant increase or decrease in the uncertain tax positions in the next twelve months after the reporting period. It is the Company’s policy to record interest and penalties related to uncertain tax positions as a component of the provision for income taxes. No amounts of interest or penalties were recognized in the consolidated financial statements for the years ended December 31, 2018 and 2019.

The number of years with open tax audits varies depending upon the tax jurisdiction. The Company is generally no longer subject to US Federal examination by the Internal Revenue Service (“IRS”) for the years before 2015. The IRS and state taxing authorities can subject the Company to audit dating back to 2012 when the Company begins to utilize its net operating loss carryforwards.

12. Net Loss Per Share Attributable to Common Stockholders

The Company computes net loss per share of Class A common stock and Class B common stock under the two-class method required for multiple classes of common stock and participating securities. The rights, including the liquidation and dividend rights, of the Class A common stock and Class B common stock are substantially identical, other than voting rights. Accordingly, the net loss per share attributable to common stockholders will be the same for Class A common stock and Class B common stock on an individual or combined basis.

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in millions, except share and per share amounts):

	Year Ended December 31,
	2018			2019
Numerator:
Net loss attributable to common stockholders	$	(223.8	)	$	(388.0	)
Denominator:
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		9,893,022			10,652,988
Net loss per share attributable to common stockholders, basic and diluted	$	(22.62	)	$	(36.42	)

F-39

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

The following participating securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have been anti-dilutive (on an as-converted basis):

	December 31,
	2018		2019
Convertible preferred stock		22,596,505		24,827,185
Outstanding stock options		3,938,593		4,377,685
Outstanding RSUs		—		529,720
Unvested common stock		158,709		109,788
Total		26,693,807		29,844,378

Pro Forma Net Loss per Share Attributable to Common Stockholders (Unaudited)

The following table presents the calculation of pro forma basic and diluted net loss per share attributable to common stockholders (in millions except share and per share amounts):

	Year Ended December 31, 2019
Numerator:
Net loss and pro forma net loss
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted
Pro forma adjustment to reflect assumed vesting of RSUs with the performance-based vesting condition satisfied
Pro forma adjustment to reflect automatic conversion of convertible preferred stock to common stock
Weighted-average shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted
Pro forma net loss per share attributable to common stockholders, basic and diluted		$

13. Subsequent Events

The Company has assessed subsequent events through January 11, 2021, the date at which the consolidated financial statements were available for issuance.

Issuance of Series G Convertible Preferred Stock

In 2020, the Company issued 6,482 Series G convertible preferred stock for proceeds of $1.0 million. The terms of the Series G convertible preferred stock are the same as the terms of the existing series of Series G convertible preferred stock. The shares are convertible into common stock under the same terms as the Company’s existing Series G convertible preferred stock and will be recorded outside of Stockholders’ deficit as the shares have liquidation features that are not entirely within the control of the Company.

F-40

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Compass, Inc.

Notes to Consolidated Financial Statements

Concierge Facility

On July 31, 2020, the Company entered into the Concierge Facility which provides for a $75.0 million revolving credit facility and is solely used to finance, in part, the Compass Concierge program using eligible Concierge receivables as collateral. As of December 31, 2020, there were $8.4 million in borrowings outstanding under the Concierge Facility.

COVID-19 Impact

The Company has been affected by events arising from COVID-19’s social and economic impacts on the residential real estate industry. These mainly relate to shelter-in-place and stay-at-home restrictions (in certain of the Company’s markets) which prohibit or reduce in-person residential real estate showings and the related impact on customer demand and housing inventory, as well as deteriorating economic conditions, such as increased unemployment rates. These conditions had negatively impacted the Company’s business in the second quarter of 2020 and may continue to have a negative impact in the future. In light of the uncertain and rapidly evolving situation relating to COVID-19, the Company has taken a range of measures to increase the Company’s liquidity including, but not limited to, reducing the size of its workforce, restructuring certain lease obligations and reducing certain discretionary expenses.

Based on the Company’s current financial position and the measures discussed above in response to the impact of COVID-19, the Company believes that it will have sufficient liquidity from cash on-hand and future operations to satisfy its obligations for at least the next twelve months from the issuance of these consolidated financial statements.

Acquisitions

On October 9, 2020, the Company completed the acquisition of 100% of the outstanding shares of Modus Technologies, Inc. a title and escrow company that provides an internally developed title and escrow technology platform to agents, home sellers and buyers. The total base purchase price paid for the acquisition included $35.0 million in cash and contingent payments up to $75.0 million, payable in a combination of cash and the Company’s common stock. The Company expects to account for this transaction as a business combination. The initial accounting, including the identification and allocation of consideration to assets acquired and liabilities assumed, is not complete given the proximity of the acquisition to the issuance date of these consolidated financial statements.

Authorized Share Capital

In September 2020, the Company amended its certificate of incorporation and changed the authorized shares of Class A common stock to 53,013,605, Class B common stock to 17,061,886 and Series G convertible preferred stock to 2,237,162.

2012 Stock Incentive Plan

During the year ended December 31, 2020, an additional 3,722,362 shares of common stock were authorized for issuance under the Plan. The Company issued approximately 2,600,000 stock options and approximately 2,900,000 RSUs to employees and affiliated agents during the year ended December 31, 2020.

Conversion of Series D Convertible Preferred Stock

During December 2020, 938,262 shares of Series D convertible preferred stock were converted into an equal number of shares of Series A common stock at the election of the holder.

F-41

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

                Shares

Class A Common Stock

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses to be paid by us, other than estimated underwriting discounts and commissions, in connection with the sale of the shares of our Class A common stock being registered hereby. All amounts are estimates except for the Securities and Exchange Commission, or SEC, registration fee, the Financial Industry Regulatory Authority, or FINRA, filing fee, and the                listing fee.

	Amount paid or to be paid
SEC registration fee	$	*
FINRA filing fee		*
listing fee		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Road show expenses		*
Blue sky fees and expenses		*
Transfer agent and registrar fees and expenses		*
Miscellaneous expenses		*
Total	$	*

* To be provided by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law, or DGCL, authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the DGCL are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended, or the Securities Act.

As permitted by the DGCL, the Registrant’s restated certificate of incorporation that will be in effect following the completion of this offering contains provisions that eliminate the personal liability of its directors for monetary damages for any breach of fiduciary duties as a director, except liability for the following:

• any breach of the director’s duty of loyalty to the Registrant or its stockholders;

• acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

• under Section 174 of the DGCL (regarding unlawful dividends and stock purchases); or

• any transaction from which the director derived an improper personal benefit.

As permitted by the DGCL, the Registrant’s restated bylaws that will be in effect following the completion of this offering provide that:

• the Registrant is required to indemnify its directors and executive officers to the fullest extent permitted by the DGCL, subject to very limited exceptions;

• the Registrant may indemnify its other employees and agents as set forth in the DGCL;

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Pursuant to 17 C.F.R. Section 200.83

• the Registrant is required to advance expenses, as incurred, to its directors and executive officers in connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to very limited exceptions; and

• the rights conferred in the restated bylaws are not exclusive.

Prior to this offering, the Registrant has entered into indemnification agreements with each of its current directors and executive officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant’s restated certificate of incorporation and restated bylaws and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director, executive officer, or employee of the Registrant regarding which indemnification is sought. Reference is also made to the underwriting agreement filed as Exhibit 1.1 to this registration statement, which provides for the indemnification of executive officers, directors, and controlling persons of the Registrant against certain liabilities. The indemnification provisions in the Registrant’s restated certificate of incorporation and restated bylaws and the indemnification agreements entered into or to be entered into between the Registrant and each of its directors and executive officers may be sufficiently broad to permit indemnification of the Registrant’s directors and executive officers for liabilities arising under the Securities Act.

The Registrant has directors’ and officers’ liability insurance for its directors and officers.

Certain of the Registrant’s directors are also indemnified by their employers with regard to their service on the Registrant’s board of directors.

In addition, the underwriting agreement filed as Exhibit 1.1 to this registration statement provides for indemnification by the underwriters of us and our officers and directors for certain liabilities arising under the Securities Act, or otherwise.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Since January 1, 2018, the Registrant has issued and sold the following securities:

1. Since January 1, 2018, the Registrant granted stock options to its employees, directors, consultants, and other service providers to purchase an aggregate of 6,066,652 shares of Class A common stock under the 2012 Stock Incentive Plan, or 2012 Plan, with per share exercise prices ranging from $26.61 to $89.90, and has issued 1,972,951 shares of Class A common stock upon exercise of stock options under its 2012 Plan.

2. Since January 1, 2018, the Registrant granted stock options to its employees, directors, consultants, and other service providers to purchase an aggregate of 106,125 shares of Class B common stock outside of the 2012 Plan, with a per share exercise price of $51.60.

3. Since January 1, 2018, the Registrant granted restricted stock units to its employees, directors, consultants, and other service providers for an aggregate of 3,432,468 shares of Class A common stock under the 2012 Plan.

4. Since January 1, 2018, the Registrant issued an aggregate of                shares of its Class A common stock in connection with its acquisitions of certain companies or their assets and as consideration to individuals and entities who were former service providers or stockholders of such companies.

5. Between July 2019 and January 2020, the Registrant sold and issued 2,237,162 shares of Series G convertible preferred stock to accredited investors at a purchase price of $154.27 per share for an aggregate purchase price of approximately $344.3 million, net of issuance costs. The Registrant’s Series G convertible preferred stock are convertible into an equivalent number of shares of Class A common stock.

6. Between October 2018 and December 2018, the Registrant sold and issued 3,368,616 shares of Series F convertible preferred stock to accredited investors at a purchase price of $118.57 per share for an aggregate

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

purchase price of approximately $398.8 million, net of issuance costs. The Registrant’s Series F convertible preferred stock are convertible into an equivalent number of shares of Class A common stock.

7. Between January 2018 and October 2018, the Registrant sold and issued 6,742,918 shares of Series E convertible preferred stock to accredited investors at a purchase price of $67.48 per share for an aggregate purchase price of approximately $454.7 million, net of issuance costs. The Registrant’s Series E convertible preferred stock are convertible into an equivalent number of shares of Class A common stock.

8. On December 31, 2020, 938,262 shares of Class A common stock were issued upon voluntary conversion of the same number of shares of outstanding Series D convertible preferred stock. The issuance of such securities was deemed exempt from registration under the Securities Act in reliance upon Section 3(a)(9) of the Securities Act.

Unless otherwise stated, the sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder), or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)    Exhibits.

Exhibit Number	Description of Document
1.1*	Form of Underwriting Agreement.
3.1*	Eleventh Amended and Restated Certificate of Incorporation of the Registrant, as amended to date and as currently in effect.
3.2*	Form of Restated Certificate of Incorporation of the Registrant, to be effective upon the completion of this offering.
3.3	Amended and Restated Bylaws of the Registrant, as amended to date and as currently in effect.
3.4*	Form of Restated Bylaws of the Registrant, to be effective upon the completion of this offering.
4.1*	Form of Registrant’s Class A common stock certificate.
4.2	Seventh Amended Investors’ Rights Agreement, dated as of July 26, 2019.
5.1*	Opinion of Fenwick & West LLP.
10.1*	Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers.
10.2	2012 Stock Incentive Plan and forms of award agreements thereunder.
10.3*	2021 Equity Incentive Plan and forms of award agreements thereunder.
10.4*	Offer Letter between the Registrant and Robert Reffkin, dated as of .
10.5*	Offer Letter between the Registrant and Kristen Ankerbrandt, dated as of .
10.6*	Offer Letter between the Registrant and Greg Hart, dated as of .
10.7*	Offer Letter between the Registrant and Joseph Sirosh, dated as of .
10.8*	Offer Letter between the Registrant and Brad Serwin, dated as of .
10.9	Lease Agreement between Urban Compass, Inc. and 90 Fifth Avenue Owner LLC, dated July 23, 2014, and amendments thereto.
10.10*	Revolving Credit and Security Agreement among the Registrant, Barclays Bank PLC, and the Lenders Party thereto, dated as of July 31, 2020.
21.1*	Subsidiaries of the Registrant.
23.1*	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
23.2*	Consent of Fenwick & West LLP (included in Exhibit 5.1).

* To be filed by amendment. All other exhibits are submitted herewith.

(b)    Financial Statement Schedule.

All financial statement schedules are omitted because they are not applicable or the information is included in the Registrant’s consolidated financial statements or related notes.

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to provisions described in Item 14 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on                , 2021.

COMPASS, INC.
By:
	Robert Reffkin Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert Reffkin, Kristen Ankerbrandt and Scott Wahlers, as his or her true and lawful attorneys-in-fact, proxies, and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact, proxies, and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies, and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
Robert Reffkin	Chief Executive Officer and Director (Principal Executive Officer)	, 2021
Kristen Ankerbrandt	Chief Financial Officer (Principal Financial Officer)	, 2021
Scott Wahlers	Chief Accounting Officer (Principal Accounting Officer)	, 2021
Ori Allon	Director	, 2021
Jeffrey Housenbold	Director	, 2021
Eileen Murray	Director	, 2021
Charles Phillips	Director	, 2021
Steven Sordello	Director	, 2021
Pamela Thomas-Graham	Director	, 2021

EX-3.3

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

EXHIBIT 3.3

AMENDED AND RESTATED BYLAWS OF

URBAN COMPASS, INC.

(A DELAWARE CORPORATION)

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

TABLE OF CONTENTS

		Page
ARTICLE I OFFICES			1
1.1	Registered Office		1
1.2	Offices		1
ARTICLE II MEETINGS OF STOCKHOLDERS			1
2.1	Location		1
2.2	Timing		1
2.3	Notice of Meeting		1
2.4	Stockholders’ Records		1
2.5	Special Meetings		2
2.6	Notice of Meeting		2
2.7	Business Transacted at Special Meeting		2
2.8	Quorum; Meeting Adjournment; Presence by Remote Means		2
2.9	Voting Thresholds		3
2.10	Number of Votes Per Share		3
2.11	Action by Written Consent of Stockholders; Electronic Consent; Notice of Action		3
ARTICLE III DIRECTORS			4
3.1	Authorized Directors		4
3.2	Vacancies		4
3.3	Board Authority		5
3.4	Location of Meetings		5
3.5	First Meeting		5
3.6	Regular Meetings		5
3.7	Special Meetings		5
3.8	Quorum		6
3.9	Action Without a Meeting		6
3.10	Telephonic Meetings		6
3.11	Committees		6
3.12	Minutes of Meetings		7
3.13	Compensation of Directors		7
3.14	Removal of Directors		7
ARTICLE IV NOTICES			7
4.1	Notice		7
4.2	Waiver of Notice		7
4.3	Electronic Notice		7
ARTICLE V OFFICERS			8
5.1	Required and Permitted Officers		8
5.2	Appointment of Required Officers		8
5.3	Appointment of Permitted Officers		8

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5.4	Officer Compensation	8
5.5	Term of Office; Vacancies	8
5.6	Chairman Presides	9
5.7	Absence of Chairman	9
5.8	Powers of Chief Executive Officer	9
5.9	Chief Executive Officer’s Signature Authority	9
5.10	Absence of Chief Executive Officer	9
5.11	Powers of President	9
5.12	Absence of President	9
5.13	Duties of Secretary	10
5.14	Duties of Assistant Secretary	10
5.15	Duties of Treasurer	10
5.16	Disbursements and Financial Reports	10
5.17	Treasurer’s Bond	10
5.18	Duties of Assistant Treasurer	11
ARTICLE VI CERTIFICATE OF STOCK		11
6.1	Stock Certificates	11
6.2	Facsimile Signatures	11
6.3	Lost Certificates	11
6.4	Transfer of Stock	12
6.5	Fixing a Record Date	12
6.6	Registered Stockholders	12
ARTICLE VII GENERAL PROVISIONS		12
7.1	Dividends	12
7.2	Reserve for Dividends	12
7.3	Checks	13
7.4	Fiscal Year	13
7.5	Corporate Seal	13
7.6	Indemnification	13
7.7	Waiver of Rights to Inspect Books and Records	14
7.8	Conflicts with Certificate of Incorporation	14
ARTICLE VIII AMENDMENTS		14
ARTICLE IX LOANS TO OFFICERS		15
ARTICLE X STOCK TRANSFERS		15

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Confidential Treatment Requested by Compass, Inc.

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AMENDED AND RESTATED BYLAWS

OF

URBAN COMPASS, INC.

ARTICLE I

OFFICES

1.1 Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

1.2 Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1 Location. All meetings of the stockholders for the election of directors shall be held in the City of Wilmington, State of Delaware, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting; provided, however, that the Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211 of the Delaware General Corporations Law (“DGCL”). Meetings of stockholders for any other purpose may be held at such time and place, if any, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof, or a waiver by electronic transmission by the person entitled to notice.

2.2 Timing. Annual meetings of stockholders, commencing with the year 2012, shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting.

2.3 Notice of Meeting. Written notice of any stockholder meeting stating the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given to each stockholder entitled to vote at such meeting not fewer than ten (10) nor more than sixty (60) days before the date of the meeting.

2.4 Stockholders’ Records. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address (but not the electronic address or other electronic contact information) of each stockholder and the number of shares registered in the name of each

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

2.5 Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the Chief Executive Officer and shall be called by the Chief Executive Officer or secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning at least fifty percent 50% in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

2.6 Notice of Meeting. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not fewer than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. The means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting shall also be provided in the notice.

2.7 Business Transacted at Special Meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

2.8 Quorum; Meeting Adjournment; Presence by Remote Means.

(a) Quorum; Meeting Adjournment. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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(b) Presence by Remote Means. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication:

(1) participate in a meeting of stockholders; and

(2) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

2.9 Voting Thresholds. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

2.10 Number of Votes Per Share. Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote by such stockholder or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

2.11 Action by Written Consent of Stockholders; Electronic Consent; Notice of Action.

(a) Action by Written Consent of Stockholders. Unless otherwise provided by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken, is signed in a manner permitted by law by the holders of outstanding stock having not less than the number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Written stockholder consents shall bear the date of signature of each stockholder who signs the consent in the manner permitted by law and shall be delivered to the corporation as provided in subsection (b) below. No written consent shall be effective to take the action set forth therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation in the manner provided above, written consents signed by a sufficient number of stockholders to take the action set forth therein are delivered to the corporation in the manner provided above.

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(b) Electronic Consent. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (1) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (2) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors of the corporation.

(c) Notice of Action. Prompt notice of any action taken pursuant to this Section 2.11 shall be provided to the stockholders in accordance with Section 228(e) of the DGCL.

ARTICLE III

DIRECTORS

3.1 Authorized Directors. The number of directors that shall constitute the whole Board of Directors shall be determined by resolution of the Board of Directors or by the stockholders at the annual meeting of the stockholders, except as provided in Section 3.2 of this Article, and each director elected shall hold office until his or her successor is elected and qualified. Directors need not be stockholders.

3.2 Vacancies. Unless otherwise provided in the corporation’s certificate of incorporation, as it may be amended, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of

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the whole Board of Directors (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

3.3 Board Authority. The business of the corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

3.4 Location of Meetings. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

3.5 First Meeting. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order to legally constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

3.6 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.

3.7 Special Meetings. Special meetings of the Board of Directors may be called by the Chief Executive Officer upon notice to each director; special meetings shall be called by the Chief Executive Officer or secretary in like manner and on like notice on the written request of two (2) directors unless the Board of Directors consists of only one director, in which case special meetings shall be called by the Chief Executive Officer or secretary in like manner and on like notice on the written request of the sole director. Notice of any special meeting shall be given to each director at his or her business or residence in writing, or by telegram, facsimile transmission, telephone communication or electronic transmission (provided, with respect to electronic transmission, that the director has consented to receive the form of transmission at the address to which it is directed). If mailed, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five (5) days before such meeting. If by telegram, such notice shall be deemed adequately delivered when the telegram is delivered to the telegraph company at least twenty-four (24) hours before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be transmitted at least twenty-four (24) hours before such meeting. If by telephone, the notice shall be given at least twelve (12) hours prior to the time set for the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, except

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for amendments to these bylaws as provided under Section 8.1 of Article VIII hereof. A meeting may be held at any time without notice if all the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing, either before or after such meeting.

3.8 Quorum. At all meetings of the Board of Directors a majority of the directors shall constitute a quorum for the transaction of business and any act of a majority of the directors present at any meeting at which there is a quorum shall be an act of the Board of Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum is not present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

3.9 Action Without a Meeting. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing, writings, electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee.

3.10 Telephonic Meetings. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or any committee, by means of conference telephone or other means of communication by which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting.

3.11 Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it, but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval or (ii) adopting, amending or repealing any provision of these bylaws.

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3.12 Minutes of Meetings. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

3.13 Compensation of Directors. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.14 Removal of Directors. Unless otherwise provided by the certificate of incorporation or these bylaws, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

4.1 Notice. Unless otherwise provided in these bylaws, whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his or her address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

4.2 Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

4.3 Electronic Notice.

(a) Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders and directors, any notice to stockholders or directors given by the corporation under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder or director to whom the notice is given. Any such consent shall be revocable by the stockholder or director by written notice to the corporation. Any such consent shall be deemed revoked if (1) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent and (2) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

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(b) Effective Date of Notice. Notice given pursuant to subsection (a) of this section shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the stockholder or director has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder or director has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the stockholder or director of such specific posting, upon the later of (i) such posting and (ii) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder or director. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(c) Form of Electronic Transmission. For purposes of these bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

ARTICLE V

OFFICERS

5.1 Required and Permitted Officers. The officers of the corporation shall be chosen by the Board of Directors and shall be a Chief Executive Officer and/or a president, a treasurer and a secretary. The Board of Directors may elect from among its members a Chairman of the Board and a Vice-Chairman of the Board. The Board of Directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.

5.2 Appointment of Required Officers. The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a Chief Executive Officer and/or a president , a president, a treasurer, and a secretary and may choose vice-presidents.

5.3 Appointment of Permitted Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

5.4 Officer Compensation. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

5.5 Term of Office; Vacancies. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

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THE CHAIRMAN OF THE BOARD

5.6 Chairman Presides. Unless the Board of Directors appoints a Chairman of the Board, the Chief Executive Officer shall be the Chairman of the Board, so long as the Chief Executive Officer is a director of the corporation. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present. He or she shall have and may exercise such powers as are, from time to time, assigned to him or her by the Board of Directors and as may be provided by law.

5.7 Absence of Chairman. In the absence of the Chairman of the Board, the Vice-Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he or she shall be present. He or she shall have and may exercise such powers as are, from time to time, assigned to him or her by the Board of Directors and as may be provided by law.

THE CHIEF EXECUTIVE OFFICER

5.8 Powers of Chief Executive Officer. The Chief Executive Officer shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

5.9 Chief Executive Officer’s Signature Authority. The Chief Executive Officer shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. The Chief Executive Officer may sign certificates for shares of stock of the corporation.

5.10 Absence of Chief Executive Officer. In the absence of the Chief Executive Officer or in the event of his or her inability or refusal to act, the president shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer.

THE PRESIDENT AND VICE-PRESIDENTS

5.11 Powers of President. Unless the Board of Directors appoints a president of the corporation, the Chief Executive Officer shall be the president of the corporation. The president of the corporation shall have such powers as required by law and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

5.12 Absence of President. In the absence of the president or in the event of his or her inability or refusal to act, the vice-president, if any, (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

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THE SECRETARY AND ASSISTANT SECRETARY

5.13 Duties of Secretary. The secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer, under whose supervision he or she shall be. He or she shall have custody of the corporate seal of the corporation and he or she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature.

5.14 Duties of Assistant Secretary. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

5.15 Duties of Treasurer. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

5.16 Disbursements and Financial Reports. He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all his or her transactions as treasurer and of the financial condition of the corporation.

5.17 Treasurer’s Bond. If required by the Board of Directors, the treasurer shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the corporation.

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5.18 Duties of Assistant Treasurer. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of the treasurer’s inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE OF STOCK

6.1 Stock Certificates. Every holder of stock in the corporation shall be entitled to have a certificate, signed by or in the name of the corporation by, the Chairman or Vice-Chairman of the Board of Directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him or her in the corporation.

Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified.

If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

6.2 Facsimile Signatures. Any or all of the signatures on the certificate may be facsimile. In the event that any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may be issued by the corporation with the same effect as if such officer, transfer agent or registrar were still acting as such at the date of issue.

6.3 Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such

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issuance of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

6.4 Transfer of Stock.    Subject to the terms of Article X, upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

6.5 Fixing a Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

6.6 Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, to vote as such owner, to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

7.1 Dividends. Dividends upon the capital stock of the corporation, if any, subject to the provisions of the certificate of incorporation, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

7.2 Reserve for Dividends. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their sole discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the directors think conducive to the interests of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

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7.3 Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

7.4 Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

7.5 Corporate Seal. The Board of Directors may adopt a corporate seal having inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

7.6 Indemnification. The corporation shall, to the fullest extent authorized under the laws of the State of Delaware, as those laws may be amended and supplemented from time to time, indemnify any director made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of being a director of the corporation or a predecessor corporation or a director or officer of another corporation, if such person served in such position at the request of the corporation; provided, however, that the corporation shall indemnify any such director or officer in connection with a proceeding initiated by such director or officer only if such proceeding was authorized by the Board of Directors of the corporation. The indemnification provided for in this Section 7.6 shall: (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under these bylaws, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) continue as to a person who has ceased to be a director, and (iii) inure to the benefit of the heirs, executors and administrators of a person who has ceased to be a director. The corporation’s obligation to provide indemnification under this Section 7.6 shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the corporation or any other person.

Expenses incurred by a director of the corporation in defending a civil or criminal action, suit or proceeding by reason of the fact that he or she is or was a director of the corporation (or was serving at the corporation’s request as a director or officer of another corporation) shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation as authorized by relevant sections of the DGCL. Notwithstanding the foregoing, the corporation shall not be required to advance such expenses to an agent who is a party to an action, suit or proceeding brought by the corporation and approved by a majority of the Board of Directors of the corporation that alleges willful misappropriation of corporate assets by such agent, disclosure of confidential information in violation of such agent’s fiduciary or contractual obligations to the corporation or any other willful and deliberate breach in bad faith of such agent’s duty to the corporation or its stockholders.

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The foregoing provisions of this Section 7.6 shall be deemed to be a contract between the corporation and each director who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

The Board of Directors in its sole discretion shall have power on behalf of the corporation to indemnify any person, other than a director, made a party to any action, suit or proceeding by reason of the fact that he or she, his or her testator or intestate, is or was an officer or employee of the corporation.

To assure indemnification under this Section 7.6 of all directors, officers and employees who are determined by the corporation or otherwise to be or to have been “fiduciaries” of any employee benefit plan of the corporation that may exist from time to time, Section 145 of the DGCL shall, for the purposes of this Section 7.6, be interpreted as follows: an “other enterprise” shall be deemed to include such an employee benefit plan, including without limitation, any plan of the corporation that is governed by the Act of Congress entitled “Employee Retirement Income Security Act of 1974,” as amended from time to time; the corporation shall be deemed to have requested a person to serve the corporation for purposes of Section 145 of the DGCL, as administrator of an employee benefit plan where the performance by such person of his or her duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to such Act of Congress shall be deemed “fines.”

7.7 Waiver of Rights to Inspect Books and Records. To the fullest extent permitted by law, the stockholders of the corporation waive any rights provided under Section 220 of the DGCL to inspect the books and records of the corporation.

Certificate of Incorporation Governs

7.8 Conflicts with Certificate of Incorporation. In the event of any conflict between the provisions of the corporation’s certificate of incorporation and these bylaws, the provisions of the certificate of incorporation shall govern.

ARTICLE VIII

AMENDMENTS

8.1 Subject to the provisions of the certificate of incorporation, these bylaws may be altered, amended or repealed, or new bylaws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the certificate of incorporation at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the Board of Directors by the certificate of incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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ARTICLE IX

LOANS TO OFFICERS

9.1 The corporation may lend money to, or guarantee any obligation of or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be with or without interest and may be unsecured or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in these bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

ARTICLE X

STOCK TRANSFERS

10.1 Stock Transfer Agreements. The corporation shall have the power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL or the certificate of incorporation, as it may be amended and/or restated from time to time.

10.2 Restriction on Transfer.

(a) Restriction on Transfer. No stockholder of the corporation (a “Stockholder”) may sell, assign, transfer, pledge, encumber or in any manner dispose of (“Transfer”) any share of stock of the corporation (a “Share”), whether voluntarily or by operation of law, or by gift or otherwise, other than by means of a Permitted Transfer (as defined below). If any provision(s) of any agreement(s) currently in effect by and between the corporation and any Stockholder (the “Stockholder Agreement(s)”) conflicts with this Section 10.2 of these bylaws, this Section 10.2 shall govern, and the remaining provision(s) of the Stockholder Agreement(s) that do not conflict with this Section 10.2 shall continue in full force and effect.

(b) Permitted Transfers. For purposes of this Section 10.2, a “Permitted Transfer” shall mean any of the following:

(1) any Transfer by a Stockholder of any or all of such Stockholder’s Shares to the corporation;

(2) any Transfer by a Stockholder of any or all of such Stockholder’s Shares to such Stockholder’s Immediate Family (as defined below) or a trust for the benefit of such Stockholder or such Stockholder’s Immediate Family;

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(3) any Transfer by a Stockholder of any or all of such Stockholder’s Shares effected pursuant to such Stockholder’s will or the laws of intestate succession;

(4) if a Stockholder is a partnership, limited liability company, or corporation, any Transfer by such Stockholder of any or all of such Stockholder’s Shares to the partners, members, retired partners, retired members, stockholders, and/or Affiliates (as defined below) of such Stockholder; provided that no Stockholder may Transfer any of such Stockholder’s Shares to a Special Purpose Entity (as defined below) pursuant to this subsection (iv);

(5) any Transfer by a Stockholder and its Affiliates of at least two hundred fifty thousand (250,000) shares of the corporation’s preferred stock (appropriately adjusted for any stock split, dividend, combination or other recapitalization of the corporation’s preferred stock effected after September 15, 2013) in one transaction or a series of related transactions to a single transferee and its Affiliates which (A) is made pursuant to a form of stock transfer agreement approved by the Board of Directors, (B) is not made on a Private Market Exchange (as defined below), (C) is not made to a Named Competitor (as defined below) and (D) is not made to a Special Purpose Entity; and/or

(6) any Transfer of Shares approved by the Board of Directors.

Notwithstanding the foregoing, and for the avoidance of doubt, if a Permitted Transfer is approved pursuant to subsection (vi) of this Section 10.2(b) and the Shares of the transferring party are subject to rights of first refusal or co-sale rights pursuant to a Stockholder Agreement (the “ROFR and Co-Sale Rights”), the persons and/or entities entitled to the ROFR and Co-Sale Rights shall be permitted to exercise their respective ROFR and Co-Sale Rights in conjunction with that specific Permitted Transfer without any additional approval of the Board of Directors.

(c) Certain Definitions. For purposes of this Section 10.2:

(1) “Affiliate” shall mean any person or entity who or which, directly or indirectly, controls, is controlled by, or is under common control with the relevant Stockholder, including, without limitation, any general partner, managing partner, officer or director of such Stockholder or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Stockholder.

(2) “Immediate Family” shall mean any child, stepchild, grandchild or other lineal descendant, any parent, stepparent, grandparent or other ancestor, any spouse, former spouse, sibling, niece, nephew, uncle, aunt, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, or any Spousal Equivalent.

(3) “Named Competitor” shall mean any person or entity engaged in activities directly competitive with products and services of the corporation provided by or engaged in by the corporation at the time of the applicable proposed Transfer, or for which the corporation has taken material steps to develop, market or provide at the time of the

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applicable proposed Transfer, or any Affiliate of such person or entity, as set forth on a list approved in good faith by the Board of Directors. The Board of Directors shall update the list of Named Competitors within thirty (30) days after June 30 and December 31 of each year; provided that if such list has not been prepared in such period, the most recent list so prepared will remain in effect.

(4) “Private Market Exchange” shall mean any private marketplace or securities exchange, including, without limitation, SecondMarket or SharesPost, the activities of which have not been ruled, and which has not been endorsed, as compliant with applicable securities law by a court of competent jurisdiction or appropriate regulatory authority to the corporation’s reasonable satisfaction.

(5) “Special Purpose Entity” shall mean an entity that holds or would hold only Shares or has or would have a class or series of security holders with beneficial interests primarily in Shares (including for such purpose an entity that holds cash and/or cash equivalents intended to purchase Shares); provided that no entity directly holding Shares as of July 31, 2013 shall be deemed a Special Purpose Entity.

(6) “Spousal Equivalent” shall mean an individual who: (A) is in an exclusive, continuous, committed relationship with the relevant Stockholder, has been in that relationship for the twelve (12) months prior to the relevant date and intends to be in that relationship indefinitely; (B) has no such relationship with any other person and is not married to any other person; (C) shares a principal residence with the relevant Stockholder; (D) is at least 18 years of age and legally and mentally competent to consent to contract; (E) is not related by blood to the relevant stockholder to a degree of kinship that would prevent marriage from being recognized under the law of the state in which the individual and the relevant Stockholder reside; and (F) is jointly responsible with the relevant Stockholder for each other’s common welfare and financial obligations; provided that any Stockholder who wishes to Transfer stock to a Spousal Equivalent under Section 10.2(b)(ii) above must provide proof of (i) a joint mortgage, (ii) a joint lease or (iii) a joint bank account, in each case held by both the Stockholder and their Spousal Equivalent.

(d) Void Transfers. Any Transfer of Shares shall be null and void unless the terms, conditions and provisions of this Section 10.2 are strictly observed and followed.

(e) Termination of Restriction on Transfer. The foregoing restriction on transfer shall lapse upon the earlier of (i) immediately prior to the consummation of a Liquidation Event (as such term is defined in the certificate of incorporation, as it may be amended and/or restated from time to time), or (ii) immediately prior to the corporation’s first firm commitment underwritten public offering of its securities pursuant to a registration statement under the Securities Act of 1933, as amended.

(f) Legends. The certificates representing shares of stock of the corporation shall bear on their face the following legend so long as the foregoing restriction on transfer remains in effect:

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“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE BYLAWS OF THE CORPORATION. COPIES OF THE BYLAWS OF THE CORPORATION MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.”

10.3 “Market Stand-Off” Agreement.

(a) No Stockholder shall, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Initial Offering and ending on the date specified by the corporation and the managing underwriter (such period not to exceed one hundred eighty (180) days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock held immediately prior to the effectiveness of the registration statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 10.3 shall apply only to the Initial Offering, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Stockholders if all officers and directors are subject to the same restrictions and greater than one percent (1%) of the corporation’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock and all other securities exchangeable or convertible into shares of Common Stock). Each Stockholder shall further execute such agreements as may be reasonably requested by the underwriters in the Initial Offering that are consistent with this Section 10.3 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the corporation or the underwriters shall apply to all Stockholders subject to such agreements (excluding Stockholders who are a director or officer of the corporation) pro rata based on the number of shares subject to such agreements.

In order to enforce the foregoing provision, the corporation may impose stop-transfer instructions with respect to the securities of each Stockholder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

(b) A legend reading substantially as follows shall be placed on all certificates representing all shares or securities of the corporation of each Stockholder (and the shares or securities of every other Person subject to the restriction contained in this Section 10.3):

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THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

(a) Certain Definitions. For purposes of this Section 10.3:

(1) “Act” shall mean the Securities Act of 1933, as amended.

(2) “Common Stock” shall mean the corporation’s common stock, par value $0.0001 per share.

(3) “Initial Offering” shall mean the corporation’s first firm commitment underwritten public offering of its Common Stock under the Act.

(4) “Preferred Stock” shall have the meaning set forth in the corporation’s certificate of incorporation.

* * * * * * *

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CERTIFICATE OF SECRETARY OF

URBAN COMPASS, INC.

The undersigned, Robert Reffkin, hereby certifies:

1. That the undersigned is the duly elected and acting Secretary of Urban Compass, Inc., a Delaware corporation (the “Corporation”); and

2. That the bylaws attached hereto constitute the Amended and Restated Bylaws of the Corporation as duly adopted by the Board of Directors on September 25, 2013.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 25^th day of September, 2013.

/s/ Robert Reffkin

Robert Reffkin

Secretary

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

AMENDMENT NO. 1 TO THE

AMENDED AND RESTATED BYLAWS

OF

Urban Compass, Inc.,

a Delaware corporation

THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BYLAWS of Urban Compass, Inc., a Delaware corporation (the “Bylaws”), is made as of this 16^th day of July, 2018.

1. Article VI of the Bylaws is hereby amended and restated in its entirety as follows:

“6.1 Stock Certificates. The shares of the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice-Chairman of the Board of Directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him or her in the corporation.

Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified. If the partly paid shares shall be uncertificated, then the corporation shall provide any notice required by applicable law.

If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151(f), 156, 202(a) or 218(a) of the DGCL or, with respect to Section 151(f) of the DGCL, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

6.2 Facsimile Signatures. Any or all of the signatures on the certificate may be facsimile. In the event that any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may be issued by the corporation with the same effect as if such officer, transfer agent or registrar were still acting as such at the date of issue.

6.3 Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issuance of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

6.4 Transfer of Stock. Subject to the terms of Article X, (i) upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate (if such shares are to be certificated) to the person entitled thereto, cancel the old certificate and record the transaction upon its books and (ii) upon receipt by the corporation or the transfer agent of the corporation of a duly executed instrument of transfer relating to uncertificated shares, it shall be the duty of the corporation to issue a new certificate (if such shares are to be certificated) to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

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6.5 Fixing a Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

6.6 Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, to vote as such owner, to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.”

2. Article X, section f of the Bylaws is hereby amended and restated in its entirety as follows:

“(f) Legends. The certificates representing shares of stock of the corporation shall bear on their face the following legend so long as the foregoing restriction on transfer remains in effect:

“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE BYLAWS OF THE CORPORATION. COPIES OF THE BYLAWS OF THE CORPORATION MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.”

In the case of any uncertificated shares, notice of such legend shall be sent in accordance with applicable law.”

EXCEPT AS AMENDED ABOVE, the Bylaws of Urban Compass, Inc. shall continue in full force and effect.

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Pursuant to 17 C.F.R. Section 200.83

CERTIFICATE OF SECRETARY OF

URBAN COMPASS, INC.

The undersigned certifies:

1. That the undersigned is the duly elected and acting Secretary of Urban Compass, Inc., a Delaware corporation (the “Corporation”); and

2. That the foregoing Amendment No. 1 to the Amended and Restated Bylaws constitutes the entire amendment to the Bylaws of the Corporation as duly adopted by the Board of Directors on July 16, 2018.

IN WITNESS WHEREOF, I have hereunto subscribed my name as of this 16^th day of July, 2018.

/s/ Robert Reffkin

Robert Reffkin

EX-4.2

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

EXHIBIT 4.2

URBAN COMPASS, INC.

SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

July 26, 2019

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

TABLE OF CONTENTS

			Page
1.	Definitions			2
2.	Registration Rights			4
	2.1	Request for Registration		4
	2.2	Company Registration		6
	2.3	Form S-3 Registration		7
	2.4	Obligations of the Company		9
	2.5	Information from Holder		10
	2.6	Expenses of Registration		10
	2.7	Delay of Registration		11
	2.8	Indemnification		11
	2.9	Reports Under the 1934 Act		13
	2.10	Assignment of Registration Rights		14
	2.11	Limitations on Priority Registration Rights		14
	2.12	“Market Stand-Off” Agreement		15
	2.13	Termination of Registration Rights		16
3.	Covenants of the Company			16
	3.1	Delivery of Financial Statements		16
	3.2	Inspection		18
	3.3	Termination of Information and Inspection Covenants		18
	3.4	Right of First Offer		18
	3.5	Directors’ and Officers’ Insurance		20
	3.6	Observer Rights		20
	3.7	Committee Representation		21
	3.8	Proprietary Information and Inventions Agreements		21
	3.9	Employee Agreements		21
	3.10	Indemnification Matters		21
	3.11	Confidentiality		22
	3.12	Applicable ABAC/Sanctions/Money Laundering Laws		23
	3.13	Successor Indemnification		27
	3.14	Tax Covenants		27
	3.15	Termination of Certain Covenants		28
4.	Miscellaneous			29
	4.1	Successors and Assigns		29
	4.2	Governing Law		29
	4.3	Counterparts; Facsimile		29
	4.4	Titles and Subtitles		29
	4.5	Notices		29
	4.6	Expenses		30
	4.7	Entire Agreement; Amendments and Waivers		30
	4.8	Severability		32

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4.9	Aggregation of Stock	32
4.10	Additional Investors	32
4.11	Massachusetts Business Trust	32

SCHEDULE A	Schedule of Investors
SCHEDULE B	Schedule of Common Holders

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

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”.

RECITALS

WHEREAS, certain of the Investors (the “Existing Investors”) hold shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), shares of the Company’s Series B Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), shares of the Company’s Series C Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), shares of the Company’s Series D Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), shares of the Company’s Series E Preferred Stock, par value $0.0001 per share (the “Series E Preferred Stock”), shares of the Company’s Series F Preferred Stock, par value $0.0001 per share (the “Series F Preferred Stock”) and/or shares of Common Stock, issued upon conversion thereof and possess information rights, rights of first offer and other rights pursuant to that certain Sixth Amended and Restated Investors’ Rights Agreement dated as of October 22, 2018 by and among the Company and such Existing Investors (the “Prior Agreement”);

WHEREAS, certain Investors (the “Series G Investors”) are parties to that certain Series G Preferred Stock Purchase Agreement, dated as of July 25, 2019 (as amended from time to time, the “Series G Agreement”), which provides that, as a condition to the closing of the sale of the Series G Preferred Stock to them, this Agreement must be executed and delivered by such Series G Investors and the Company; and

WHEREAS, to induce the Series G Investors to enter into the Series G Agreement and purchase shares of the Company’s Series G Preferred Stock, par value $0.0001 per share (the “Series G Preferred Stock”) thereunder, the undersigned, representing the requisite parties necessary to amend and restate the Prior Agreement, desire to amend and restate the Prior Agreement and to accept the rights created pursuant hereto in lieu of the rights created under the Prior Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto hereby agree that the Prior Agreement shall be superseded and replaced in its entirety by this Agreement, and further agree as follows:

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NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Definitions. For purposes of this Agreement:

(a) The term “Act” means the Securities Act of 1933, as amended.

(b) The term “Affiliate” means, with respect to (i) any Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person, including, without limitation, any general partner, managing member, officer, director or manager of such Person and any venture capital or other investment fund now or hereafter existing that is controlled by one or more general partners or managing members of, or is under common investment management or shares the same investment advisor with, such Person, and (ii) in the case of a Fidelity Investor, an investment company registered under the Investment Company Act advised or sub-advised by Fidelity or any affiliated investment advisor of Fidelity, one or more mutual funds, pension funds, pooled investment vehicles or institutional clients advised or sub-advised by Fidelity or any affiliated investment advisor of Fidelity, in each case, registered under the Investment Advisers Act of 1940. For all purposes hereunder, (A) CLCRKC, LLC shall be deemed to be an “Affiliate” of each of Discovery Global Focus Master Fund, Ltd. and DG URBAN-C LP and (B) each Fidelity Investor shall be deemed to be an “Affiliate” of each other Fidelity Investor, and an entity that is an “Affiliate” of a Fidelity Investor shall not be deemed to be an “Affiliate” of any other Fidelity Investor unless such entity is a Fidelity Investor (and, for the avoidance of doubt, an “Affiliate” of such entity shall not be deemed an “Affiliate” of any Fidelity Investor solely by virtue of being an “Affiliate” of such entity).

(c) The term “Board” means the Company’s Board of Directors, as constituted from time to time.

(d) The term “business day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized to be closed in the City of New York.

(e) The term “Class A Common Stock” means shares of the Company’s class A common stock, par value $0.0001 per share.

(f) The term “Class B Common Stock” means shares of the Company’s class B common stock, par value $0.0001 per share.

(g) The term “Common Stock” means shares of Class A Common Stock and Class B Common Stock.

(h) The term “Fidelity” means Fidelity Management & Research Company, and any affiliated or successor investment advisor or subadvisor thereof to the Fidelity Investors.

(i) The term “Fidelity Investors” shall mean those Investors, or permitted transferees of Registrable Securities held by Fidelity Investors, that are advisory or subadvisory clients of Fidelity.

(j) The term “Form S-3” means such form under the Act as in effect on the date hereof or any registration form under the Act subsequently adopted by the SEC that permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

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(k) The term “Free Writing Prospectus” means a free-writing prospectus, as defined in Rule 405.

(l) The term “Holder” means any Person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 2.10 of this Agreement; provided, however, that the Common Holders shall not be deemed to be Holders for purposes of Section 2.11.

(m) The term “Initial Offering” means the Company’s first firm commitment underwritten public offering of its Common Stock under the Act.

(n) The term “Investment Company Act” means the Investment Company Act of 1940, as amended.

(o) The term “1934 Act” means the Securities Exchange Act of 1934, as amended.

(p) The term “Person” shall mean any individual, corporation, partnership, trust, limited liability company, association or other entity.

(q) The term “Preferred Stock” shall have the meaning set forth in the Restated Certificate.

(r) The term “QIA” shall mean Al Rayyan Holding LLC, a limited liability company organized and existing under the laws of the Qatar Financial Center, and DIC Company Limited, an exempted company organized and existing under the laws of the Cayman Islands, collectively, together with their Affiliates and permitted transferees of Registrable Securities held by Al Rayyan Holding LLC and DIC Company Limited and their Affiliates.

(s) The terms “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Act, and the declaration or ordering of effectiveness of such registration statement or document.

(t) The term “Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Company’s Series A Preferred Stock (including all Series A Preferred Stock acquired in connection with the Offer (as defined below)), Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock (the Common Stock issuable or issued upon conversion of the Company’s Series F Preferred Stock, the “Series F Registrable Securities”), and Series G Preferred Stock (the Common Stock issuable or issued upon conversion of the Company’s Series G Preferred Stock, the “Series G Registrable Securities”), (ii) any shares of the Common Stock held or subsequently acquired by SoftBank, (iii) the Common Stock issued to the Common Holders; provided, however, that such shares of Common Stock shall not be deemed Registrable Securities for the purposes of Section 2.11, (iv) solely for purposes of Section 3.4, the Common Stock issued upon exercise of those certain Common Stock Purchase Warrants, dated as of December 13, 2013, issued by the Company to each of Thrive Capital Partners III, L.P. and Claremount TW, L.P., (v) solely for the purposes of Sections 3.4 and 4.7, any shares of the Common Stock acquired in

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connection with that certain Offer to Purchase dated as of May 23, 2017 (such shares, the “Tender Offer Shares”) (such Offer to Purchase, the “Offer”), provided, that, such Tender Offer Shares shall be deemed Registrable Securities for the purposes of Section 4.7 hereof solely in connection with amendments and waivers of Sections 3.1 and 3.4 hereof, and (vi) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the shares referenced in (i), (ii), (iii), (iv) or (v) above, excluding in all cases, however, any Registrable Securities sold by a Person in a transaction (a) which is not the acquisition of the Tender Offer Shares in connection with the Offer, and (b) in which such Person’s rights under Section 2 of this Agreement are not assigned. In addition, the number of shares of Registrable Securities outstanding shall equal the aggregate of the number of shares of Common Stock outstanding that are, and the number of shares of Common Stock issuable pursuant to then exercisable or convertible securities that are, Registrable Securities.

(u) The term “Restated Certificate” shall mean the Company’s Eleventh Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time.

(v) The term “Rule 144” shall mean Rule 144 under the Act.

(w) The term “Rule 144(b)(1)(i)” shall mean subsection (b)(1)(i) of Rule 144 under the Act as it applies to Persons who have held shares for more than one (1) year.

(x) The term “Rule 405” shall mean Rule 405 under the Act.

(y) The term “SEC” shall mean the Securities and Exchange Commission.

(z) The term “SoftBank” shall mean SoftBank Vision Fund (AIV M1) L.P. and its Affiliates.

(aa) The term “Voting Agreement” means the Company’s Seventh Amended and Restated Voting Agreement, as may be amended and/or restated from time to time.

(bb) The term “Wellington” shall mean Wellington Management Company LLP, and any affiliated or successor investment advisor or subadvisor thereof to the Wellington Investors.

(cc) The term “Wellington Investors” shall mean those Investors, or permitted transferees of Registrable Securities held by Wellington Investors, that are advisory or subadvisory clients of Wellington.

2. Registration Rights. The Company covenants and agrees as follows:

2.1 Request for Registration.

(a) Subject to the conditions of this Section 2.1, if the Company shall receive at any time after the earlier of (i) July 26, 2023 or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of at least fifty percent (50%) of

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

the Registrable Securities then outstanding (for purposes of this Section 2.1, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.1, as soon as reasonably practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Act covering all Registrable Securities that the Initiating Holders request to be registered and use its commercially reasonable efforts to effect, as soon as practicable after such filing, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 2.1(a).

(b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, and the Company shall include such information in the written notice referred to in Section 2.1(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to those Initiating Holders holding a majority of the Registrable Securities then held by all Initiating Holders). Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 2.1:

(i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or

(ii) after the Company has effected two (2) registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective; or

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 2.2 below, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or

(iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 2.3 hereof.

(d) For purposes of Section 2.1, a registration shall not be counted as “effected” (i) if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.1(b), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included, or (ii) the Holders bear the expenses of such registration as though it were withdrawn at the request of the Holders of a majority of the Registrable Securities pursuant to Section 2.6.

2.2 Company Registration.

(a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 2.1 of this Agreement, (ii) a registration relating solely to the sale of securities of participants in a Company stock plan, (iii) a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, (iv) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or (v) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 4.5 of this Agreement, the Company shall, subject to the provisions of Section 2.2(c) of this Agreement, cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered.

(b) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.6 hereof.

(c) Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 2.2 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting (so long as such terms are customary) as agreed upon between the Company and the underwriters selected by the Company (or by other Persons entitled to select the underwriters) and enter into an underwriting agreement in customary form

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Pursuant to 17 C.F.R. Section 200.83

with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall (i) any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded from the offering, and (ii) the amount of securities of the selling Holders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital or other investment fund, partnership or corporation, the affiliated venture capital or other investment funds, partners, members, retired partners and stockholders of such Holder, or the estates and family members of any such partners, members and retired partners and any trusts for the benefit of any of the foregoing Persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.

2.3 Form S-3 Registration. In case the Company shall receive from the Holders of at least thirty percent (30%) of the Registrable Securities (for purposes of this Section 2.3, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:

(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders;

(b) as soon as reasonably practicable, and in any event within thirty (30) days after the date such request is given by the S-3 Initiating Holders, file a Form S-3 registration statement under the Act covering all Registrable Securities that the S-3 Initiating Holders request to be registered; and

(c) use its commercially reasonable efforts to effect, as soon as practicable following such filing, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.3:

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(i) if Form S-3 is not available for such offering by the Holders;

(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $2,000,000;

(iii) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 pursuant to this Section 2.3; provided that for purposes of Section 2.3, a registration shall not be counted as “effected” if (A), as a result of an exercise of the underwriter’s cutback provisions in Section 2.2(c), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included, or (B) the Holders bear the expenses of such registration as though it were withdrawn at the request of the Holders of a majority of the Registrable Securities pursuant to Section 2.6;

(iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance;

(v) if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice to such S-3 Initiating Holders of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or

(vi) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 2.2 of this Agreement, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective.

(d) If the S-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.3 and the Company shall include such information in the written notice referred to in Section 2.3(a). The provisions of Section 2.1(b) of this Agreement shall be applicable to such request (with the substitution of Section 2.3 for references to Section 2.1 and the substitution of S-3 Initiating Holders for references to Initiating Holders).

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(e) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as requests for registration effected pursuant to Section 2.1 of this Agreement.

2.4 Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred eighty (180) days or, if earlier, until the distribution contemplated in the registration statement has been completed;

(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement;

(c) furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus and any Free Writing Prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;

(d) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering;

(f) notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus or Free Writing Prospectus (to the extent prepared by or on behalf of the Company) relating thereto is required to be delivered under the Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and, at the request of any such Holder, the Company will, as soon as reasonably practicable, file and furnish to all such Holders a supplement or amendment to such prospectus or Free Writing Prospectus (to the extent prepared by or on behalf of the Company) so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made;

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(g) cause all such Registrable Securities registered pursuant to this Section 2 to be listed on a national exchange or trading system and on each securities exchange and trading system on which similar securities issued by the Company are then listed; and

(h) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

Notwithstanding the provisions of this Section 2, if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its stockholders for such registration statement to become effected at such time or remain effective for as long as such registration statement would otherwise be required to remain effective, because such action would (i) materially impede, delay or interfere with any material pending or proposed financing, acquisition, corporate reorganization or other similar transaction involving the Company for which the Board has authorized negotiations; (ii) materially and adversely impair the consummation of any pending or proposed material offering or sale of any class of securities by the Company; or (iii) require disclosure of material nonpublic information that, if disclosed at such time, would be materially harmful to the interests of the Company and its stockholders (provided, however, that during any such period all executive officers and directors of the Company are also prohibited from selling securities of the Company (or any security of any of the Company’s subsidiaries or affiliates)), then the Company shall have the right to postpone or suspend the filing, effectiveness or use of, or trading under, such registration statement for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders or S-3 Initiating Holders is given; provided that the Company may not invoke this right more than once in any twelve (12) month period.

In the event of the suspension of effectiveness of any registration statement pursuant to this Section 2.4, the applicable time period during which such registration statement is to remain effective shall be extended by that number of days equal to the number of days the effectiveness of such registration statement was suspended.

2.5 Information from Holder. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of such Holder’s Registrable Securities.

2.6 Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 2.1, 2.2 and 2.3 of this Agreement, including, without limitation, all registration, filing

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders (not to exceed $50,000) shall be borne by the Company. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 or 2.3 of this Agreement if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration) unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Section 2.1 or Section 2.3, as the case may be; provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Sections 2.1 and 2.3 of this Agreement.

2.7 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

2.8 Indemnification. In the event any Registrable Securities are included in a registration statement under this Section 2:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, members, officers, directors and stockholders of each Holder, legal counsel, accountants and investment advisors for each Holder, any underwriter (as defined in the Act) for such Holder and each Person, if any, who controls such Holder or underwriter within the meaning of the Act or the 1934 Act, against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the Act, the 1934 Act, any state securities laws or any rule or regulation promulgated under the Act, the 1934 Act or any state securities laws, insofar as such losses, claims, damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a “Violation”): (i) any untrue or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus, final prospectus, or Free Writing Prospectus contained therein or any amendments or supplements thereto, any issuer information (as defined in Rule 433 of the Act) filed or required to be filed pursuant to Rule 433(d) under the Act or any other document incident to such registration prepared by or on behalf of the Company or used or referred to by the Company, (ii) the omission or alleged omission of a material fact required to be stated in such registration statement, or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Company of the Act, the 1934 Act, any state securities laws or any rule or regulation promulgated under the Act, the 1934 Act or any state securities laws, and the Company will reimburse each such Holder, underwriter, controlling Person or other aforementioned Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding as such expenses are incurred; provided, however, that the

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, action or proceeding to the extent that it arises out of or is based upon a Violation that occurs in reliance upon, and in conformity with, written information furnished expressly for use in connection with such registration by any such Holder, underwriter, controlling Person or other aforementioned Person.

(b) To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each Person, if any, who controls the Company within the meaning of the Act, legal counsel and accountants for the Company, any underwriter, any other Holder selling securities in such registration statement and any controlling Person of any such underwriter or other Holder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing Persons may become subject, under the Act, the 1934 Act, any state securities laws or any rule or regulation promulgated under the Act, the 1934 Act or any state securities laws, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any Person intended to be indemnified pursuant to this Section 2.8(b) for any legal or other expenses reasonably incurred by such Person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and provided that in no event shall any indemnity under this Section 2.8(b), when combined with any amounts paid or payable by such Holder pursuant to Section 2.8(d), exceed the net proceeds from the offering received by such Holder.

(c) Promptly after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) for which a party may be entitled to indemnification, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.8, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one (1) separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action or proceeding, if materially

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Pursuant to 17 C.F.R. Section 200.83

prejudicial to its ability to defend such action or proceeding, shall relieve such indemnifying party of liability to the indemnified party under this Section 2.8 to the extent of such material prejudice, but the omission to so deliver written notice to the indemnifying party will not relieve such indemnifying party of any liability that it may have to any indemnified party otherwise than under this Section 2.8.

(d) If the indemnification provided for in this Section 2.8 is held by a non-appealable order from a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations; provided, however, that (i) no contribution by any Holder, when combined with any amounts paid by such Holder pursuant to Section 2.8(b), shall exceed the net proceeds from the offering received by such Holder and (ii) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Section 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Section 2.8(b), exceed the proceeds from the offering received by such Holder (net of any expenses paid by such Holder). The relative fault of the indemnifying party and the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(f) The obligations of the Company and Holders under this Section 2.8 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 2 and otherwise.

2.9 Reports Under the 1934 Act. With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to:

(a) make and keep adequate current public information available, as those terms are understood and defined in Rule 144, at all times after the effective date of the Initial Offering;

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(b) file with the SEC in a timely manner all reports and other documents required of the Company under the Act and the 1934 Act; and

(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Act and the 1934 Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested to avail any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to such form.

2.10 Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such securities that (a) is an Affiliate, subsidiary, parent, partner, limited partner, retired partner, member or stockholder of a Holder, (b) is a Holder’s family member or trust for the benefit of an individual Holder, or (c) after such assignment or transfer, holds at least two hundred fifty thousand (250,000) shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) or, if less, all of the Registrable Securities held by such Holder; provided: (i) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including, without limitation, the provisions of Section 2.12 of this Agreement; and (iii) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act.

2.11 Limitations on Priority Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Preferred Majority (as defined in the Restated Certificate), whether by amendment of this Agreement or otherwise, enter into any agreement with any holder or prospective holder of any securities of the Company that would provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Common Stock (a) issuable or issued upon conversion of such series of Preferred Stock or (b) issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of the shares referenced in (a), or on a subordinate basis after all Holders of such series of Preferred Stock have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; provided, that additional Investors purchasing Preferred Stock after the date hereof may be added as Investors in accordance with Section 4 hereof.

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Pursuant to 17 C.F.R. Section 200.83

2.12 “Market Stand-Off” Agreement.

(a) Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (the “Lock-Up Period”) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock held immediately prior to the effectiveness of the registration statement for the Initial Offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 2.12 shall apply only to the Initial Offering, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, shall not apply to shares acquired in the Initial Offering or in the open market following the Initial Offering, and shall only be applicable to the Holders if all executive officers and directors of the Company and greater than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock and all other securities exchangeable or convertible into shares of Common Stock) (each, a “1% Stockholder”) are subject to the same restrictions. The underwriters in connection with the Initial Offering are intended third-party beneficiaries of this Section 2.12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Initial Offering that are consistent with this Section 2.12 or that are necessary to give further effect thereto.

If, prior to the expiration of the Lock-Up Period, the underwriters consent to the release of any securities held by any executive officers or directors of the Company or 1% Stockholders from the restrictions set forth in this Section 2.12 (any such release, a “Triggering Release” and, such parties receiving such release, the “Triggering Release Parties”), then a number of the securities held by each Investor who is a Major Investor (as defined below) on the date hereof, or who becomes a Major Investor by virtue of its purchase of Series G Preferred Stock pursuant to the Series G Agreement, in either case, regardless of whether such Investor fails to hold a sufficient number of shares of Registrable Securities to constitute a “Major Investor” hereunder at any point in the future (each such Investor, a “Lock-Up Major Investor”) shall also be released from the restrictions set forth in this Section 2.12, such number of securities being the total number of securities held by such Lock-Up Major Investor on the date of the Triggering Release multiplied by a fraction, the numerator of which shall be the number of securities released pursuant to the Triggering Release and the denominator of which shall be the total number of securities held by the Triggering Release Parties on such date.

In the event of any conflict between the provisions of this Section 2.12 and Section 10.3 (or such other section providing for a lock-up) of the Company’s Amended and Restated Bylaws, as they may be amended from time to time, the provisions of this Section 2.12 shall govern with respect to the Holders.

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other Person subject to the foregoing restriction) until the end of such period.

(b) Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all shares or securities of the Company of each Holder (and the shares or securities of every other Person subject to the restriction contained in this Section 2.12):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

2.13 Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 2: (a) after five (5) years following the consummation of the Initial Offering, (b) as to any Holder, such time after the Initial Offering at which such Holder holds one percent (1%) or less of the Company’s outstanding Common Stock and all Registrable Securities held by such Holder (together with any Affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3) month period without registration in compliance with Rule 144 or (c) after the consummation of a Liquidation Event, as that term is defined in the Restated Certificate, excluding a Liquidation Event of the nature described in Article IV(B), subsection 2(e)(i)(E) of the Restated Certificate.

3. Covenants of the Company.

3.1 Delivery of Financial Statements.

(a) The Company shall deliver to (A) each Investor (or transferee of an Investor) that holds at least 250,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization), and (B) QIA for as long as it holds any shares of Registrable Securities (each party referenced in (A) and (B), a “Major Investor”):

(i) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(ii) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal year of the Company, an unaudited income statement for such fiscal year, an unaudited balance sheet of the Company and unaudited statement of stockholders’ equity as of the end of such year, and an unaudited statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with GAAP (except that such financial statements may (A) be subject to normal year-end audit adjustments and (B) not contain all notes thereto that may be required in accordance with GAAP);

(iii) as soon as practicable, but in any event within forty-five (45) days after the end of each quarter of each fiscal year of the Company, an unaudited income statement and statement of cash flows for such fiscal quarter and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (A) be subject to normal year-end audit adjustments and (B) not contain all notes thereto that may be required in accordance with GAAP);

(iv) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;

(v) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal quarter of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company;

(vi) such other information relating to the financial condition, business or corporate affairs of the Company as the Major Investor may from time to time request; provided, however, that the Company shall not be obligated under this subsection (vi) to provide information if (a) access to such information would reasonably be expected to adversely affect the attorney-client privilege between the Company and its counsel, (b) it deems such information reasonably and in good faith to be trade secrets or similar confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company), or (c) the Board determines in good faith that the provision of such information would adversely affect the Company with respect to a transaction, the primary purpose of which is not to raise capital for the Company, to which both the Company and the requesting Major Investor are, or may reasonably become, parties.

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(b) Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

3.2 Inspection. The Company shall permit each Major Investor, at such Major Investor’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Major Investor; provided, however, that the Company shall not be obligated pursuant to this Section 3.2 to provide access to any information (a) if access to such information would reasonably be expected to adversely affect the attorney-client privilege between the Company and its counsel, (b) it deems such information reasonably and in good faith to be trade secrets or similar confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company), or (c) if the Board (or a duly designated special committee thereof) determines in good faith that the provision of access to such information would adversely affect the Company with respect to a transaction, the primary purpose of which is not to raise capital for the Company, to which both the Company and the requesting Major Investor are, or may reasonably become, parties.

3.3 Termination of Information and Inspection Covenants. The covenants set forth in Sections 3.1 and 3.2 shall terminate and be of no further force or effect upon the earliest to occur of (a) the consummation of the Initial Offering, (b) when the Company first becomes subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the 1934 Act, whichever event shall first occur and (c) the consummation of a Liquidation Event, as that term is defined in the Restated Certificate, excluding a Liquidation Event of the nature described in Article IV(B), subsection 2(e)(i)(E) of the Restated Certificate.

3.4 Right of First Offer. Subject to the terms and conditions specified in this Section 3.4, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 3.4, the term “Major Investor” includes any general partners and Affiliates of a Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and Affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:

(a) The Company shall deliver a notice in accordance with Section 4.5 (“Notice”) to the Major Investors stating (i) its bona fide intention to offer such Shares, (ii) the number of such Shares to be offered and (iii) the price and terms upon which it proposes to offer such Shares.

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(b) By written notification received by the Company within twenty (20) calendar days after the giving of Notice, each Major Investor may elect to purchase, at the price and on the terms specified in the Notice, up to that portion of such Shares that equals the proportion that the number of shares of Common Stock that are Registrable Securities issued and held by such Major Investor (assuming full conversion and exercise of all convertible and exercisable securities then outstanding) bears to the total number of shares of Common Stock of the Company then outstanding (assuming full conversion and exercise of all convertible and exercisable securities then outstanding). At the expiration of such twenty (20) calendar day period, the Company shall promptly, in writing, notify each Major Investor that elects to purchase all the shares available to it (a “Fully-Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) calendar day period commencing after the Company has given such notice to the Fully-Exercising Investors, subject, in the case of each of SoftBank and QIA, to the Ownership Cap (as defined below), each Fully-Exercising Investor may elect to purchase that portion of the Shares for which Major Investors were entitled to subscribe, but which were not subscribed for by the Major Investors, that is equal to the proportion that the number of shares of Registrable Securities issued and held by such Fully-Exercising Investor bears to the total number of shares of Registrable Securities held by all Fully-Exercising Investors desiring to purchase such unsubscribed Shares.

(c) If all Shares that Major Investors are entitled to obtain pursuant to Section 3.4(b) of this Agreement are not elected to be obtained as provided in Section 3.4(b) of this Agreement, the Company may, during the ninety (90) day period following the expiration of the period provided in Section 3.4(b) of this Agreement, offer the remaining unsubscribed portion of such Shares to any Person or Persons at a price not less than that, and upon terms no more favorable to the offeree than those, specified in the Notice. If the Company does not enter into an agreement for the sale of the Shares within such period, or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first reoffered to the Major Investors in accordance herewith.

(d) The right of first offer in this Section 3.4 shall not be applicable to (i) Excluded Issuances (as defined in the Restated Certificate), or (ii) the issuance and sale of Series G Preferred Stock pursuant to the Series G Agreement. In addition to the foregoing, the right of first offer in this Section 3.4 shall not be applicable with respect to any Major Investor in any subsequent offering of Shares if (i) at the time of such offering, the Major Investor is not an “accredited investor,” as that term is then defined in Rule 501(a) of the Act and (ii) such offering of Shares is otherwise being offered only to accredited investors.

(e) The rights provided in this Section 3.4 may not be assigned or transferred by any Major Investor; provided, however, that a Major Investor that is a venture capital or other investment fund may assign or transfer such rights to its Affiliates.

(f) Notwithstanding the foregoing or anything to the contrary set forth in this Section 3.4, neither SoftBank nor QIA shall be permitted to purchase Shares pursuant to the last sentence of Section 3.4(b) or assign its rights to purchase Shares pursuant to the proviso of Section 3.4(e) during such time when (and only to the extent that) (i) SoftBank and its Affiliates or QIA, as applicable, meet or exceed the Ownership Cap (as defined below) or (ii) such acquisition of Shares would cause SoftBank and its Affiliates or QIA, as applicable, to exceed the Ownership Cap; provided, however, that, for the avoidance of doubt, SoftBank (and

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

its Affiliates, if applicable) and QIA, as applicable, shall be permitted to purchase up to that number of Shares pursuant to the last sentence of Section 3.4(b) and the proviso of Section 3.4(e) that would allow SoftBank and its Affiliates or QIA, as applicable, to hold an aggregate number of shares of the Company’s voting capital stock, following such purchase, equal to the Ownership Cap. For purposes of this Agreement, the “Ownership Cap” shall mean then-outstanding shares of voting capital stock of the Company representing forty percent (40%) of the voting power of all outstanding shares of voting capital stock of the Company. For the avoidance of doubt, the Ownership Cap shall be calculated separately with respect to SoftBank and QIA.

(g) The covenants set forth in this Section 3.4 shall terminate and be of no further force or effect upon the consummation of (i) the Initial Offering or (ii) a Liquidation Event, as that term is defined in the Restated Certificate, excluding a Liquidation Event of the nature described in Article IV(B), subsection 2(e)(i)(E) of the Restated Certificate.

(h) For purposes of this Section 3.4, all references to the “Company” shall mean the Company and any Controlled Subsidiary (as defined below), and the provisions of Section 3.4 shall apply mutatis mutandis to the issuance of any Shares of a Controlled Subsidiary; provided, however, that, for the avoidance of doubt, no issuance of Shares by a Controlled Subsidiary to the Company (or a parent thereof) shall be subject to this Section 3.4. “Controlled Subsidiary” means any subsidiary which is wholly-owned by the Company or which the Company directly or indirectly controls.

3.5 Directors’ and Officers’ Insurance. The Company has as of the date hereof obtained from financially sound and reputable insurers directors and officers liability insurance in an amount and on terms and conditions satisfactory to the Board, including the Series E Director (as defined in the Restated Certificate), and will use its commercially reasonable efforts to cause such insurance policy to be maintained until such time as the Board, including the Series E Director, determines that such insurance should be discontinued.

3.6 Observer Rights.

(a) For so long as SoftBank owns at least 1,667,205 shares of Preferred Stock (as adjusted for stock splits, stock dividends, combinations, recapitalizations or the like) or an equivalent amount of Common Stock issued upon conversion thereof, the Company shall invite a representative of SoftBank (each such representative, a “SoftBank Board Observer”), who shall initially be Hatim Sukhla, to attend all meetings of its Board in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting (a) would adversely affect the attorney-client privilege between the Company and its counsel or (b) would result in disclosure of trade secrets to such representative or a conflict of interest. Any SoftBank Board Observer shall be required to enter into a confidentiality agreement with the Company prior to the exercise of the rights contained in this Section 3.6(a).

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(b) For so long as QIA owns at least 250,000 shares of Preferred Stock (as adjusted for stock splits, stock dividends, combinations, recapitalizations or the like) or an equivalent amount of Common Stock issued upon conversion thereof, the Company shall invite a representative of QIA (each such representative, a “QIA Board Observer”), to attend all meetings of its Board in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence all information so provided; and provided further, that the Company reserves the right to withhold any information or portion thereof and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting (a) would adversely affect the attorney-client privilege between the Company and its counsel or (b) would result in disclosure of trade secrets to such representative (c) would represent a conflict of interest or (d) would result in the disclosure of sensitive personal information of U.S. Persons. Any QIA Board Observer shall be required to enter into a reasonable and customary confidentiality agreement with the Company prior to the exercise of the rights contained in this Section 3.6(b).

3.7 Committee Representation. The Company shall allow the Series E Director to serve on any and all committees of the Board.

3.8 Proprietary Information and Inventions Agreements. The Company shall require all employees and consultants with access to confidential information to execute and deliver a Proprietary Information and Inventions Agreement in substantially the form approved by the Board or a consulting agreement containing substantially similar proprietary rights assignment and confidentiality provisions.

3.9 Employee Agreements. Unless approved by the Board, all future employees of the Company who shall purchase, or receive options to purchase, shares of Common Stock following the date hereof shall be required to execute stock purchase or option agreements providing for (a) vesting of shares over a four (4) year period with the first twenty five percent (25%) of such shares vesting following twelve (12) months of continued employment or services, and the remaining shares vesting in equal monthly installments over the following thirty six (36) months thereafter and (b) a one hundred and eighty (180)-day lockup period in connection with the Initial Offering. The Company shall retain a right of first refusal on transfers of shares issued pursuant to the exercise of such options until the Initial Offering and the right to repurchase unvested shares at cost.

3.10 Indemnification Matters. The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Restated Certificate or Bylaws of

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.

3.11 Confidentiality. Each Investor agrees, severally and not jointly, to use the same degree of care, but no less than a commercially reasonable degree of care, as such Investor uses with respect to information of a similar nature about other companies in which such Investor invests for any information obtained pursuant to this Agreement or otherwise as a stockholder of the Company which the Company identifies in writing as being proprietary or confidential and such Investor acknowledges that it will not, unless otherwise required by law or the rules of any national securities exchange, association or marketplace, disclose such information without the prior written consent of the Company except such information that (a) was in the public domain prior to the time it was furnished to such Investor, (b) is or becomes (through no willful improper action or inaction by such Investor) generally available to the public, (c) was in its possession or known by such Investor without restriction prior to receipt from the Company, (d) was rightfully disclosed to such Investor by a third party without restriction or (e) was independently developed without any use of the Company’s confidential information. Notwithstanding the foregoing, each Investor may disclose such proprietary or confidential information to (i), if such Investor is a limited partnership or limited liability company, corporation, limited company or similar entity, any Affiliate, former partners or members who retained an economic interest in such Investor, current or prospective partner of the partnership or any subsequent partnership under common investment management, limited partner, general partner, member, management company or investment advisor of such Investor (or any employee or representative of any of the foregoing), (ii) legal counsel, accountants or other representatives for such Investor who are bound by reasonable and customary nondisclosure agreements or other confidentiality obligations, or (iii) lenders or prospective lenders if a nondisclosure agreement is in place with such lender or prospective lender (each of the foregoing Persons, a “Permitted Disclosee”). Furthermore, nothing contained herein shall prevent any Investor or any Permitted Disclosee from (i) entering into any business, entering into any agreement with a third party, or investing in or engaging in investment discussions with any other company (whether or not competitive with the Company), provided that such Investor or Permitted Disclosee does not, except as permitted in accordance with this Section 3.11, disclose or otherwise make use of any proprietary or confidential information of the Company in connection with such activities, or (ii) making any disclosures required by law, rule, regulation or court or other governmental order, including, without limitation, with respect to any Investor that is a registered investment company within the meaning of the Investment Company Act or an Affiliate thereof (each, a “Regulated Investor”), disclosures consistent with such Regulated Investor’s required investment reporting practices. Additionally, and notwithstanding any provision to the contrary in this Section 3.11, unless required by law, rule, regulation or court or other governmental order, including, without limitation, with respect to any Regulated Investor,

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

disclosures consistent with such Regulated Investor’s required investment reporting practices, in no event shall any Investor (or the Permitted Disclosees of such Investor), without the written consent of the Company, disclose, either publicly or to any third party who is not a Permitted Disclosee (A) the price such Investor paid for any capital stock of the Company held by such Investor, (B) the value such Investor attributes to such capital stock or any portion of its investment in the Company, or (C) any component of the analysis such Investor developed or reviewed in determining such value ((A) through (C) of the foregoing sentence, the “Restricted Information”). Each Investor shall be responsible for the disclosure of any Restricted Information by its Permitted Disclosees or any Person to whom such Investor disclosed such Restricted Information in breach of the preceding sentence. Each Investor (other than a Regulated Investor with respect to disclosures consistent with such Regulated Investor’s required investment reporting practices) represents and warrants that it is not currently required by law, rule, regulation or court or other governmental order to disclose Restricted Information publicly, and each Investor covenants and agrees that such Investor shall not Transfer (as defined in the Company’s Amended and Restated Bylaws) any securities of the Company to any Affiliate that would be legally compelled to publicly disclose Restricted Information without the Company’s prior written consent, except that a Regulated Investor may Transfer securities of the Company to any Affiliate that is required to make similar disclosures consistent with such Regulated Investor’s required investment reporting practices.

3.12 Applicable ABAC/Sanctions/Money Laundering Laws.

(a) For the purposes of this Section 3.12 of this Agreement:

(i) “Affiliate” means, in relation to the Company, a direct or indirect subsidiary of the Company, a holding company of the Company and any other subsidiary of that holding company.

(ii) “Applicable ABAC Laws” means all US federal, state and local laws, regulations, orders and/or official government requirements, including all laws, regulations, orders or official government requirements of any branch of the US federal government, the government of any state or of any political subdivision thereof, and all laws, regulations, orders or official government requirements of any other countries or political subdivision thereof, applying to the Company, any of its Affiliates, an Associated Person of either the Company or any of its Affiliates, and/or SoftBank prohibiting bribery and other related forms of corruption, including, fraud, tax evasion, insider dealing and market manipulation.

(iii) “Applicable Money Laundering Laws” means all US federal, state and local laws, regulations, orders and/or official government requirements, including all laws, regulations, orders or official government requirements of any branch of the US federal government, the government of any state or of any political subdivision thereof, and all laws, regulations, orders or official government requirements of any other countries or political subdivision thereof, applying to the Company, any of its Affiliates, an Associated Person of either the Company or any of its Affiliates, and/or SoftBank prohibiting money laundering and any acts or attempted acts to conceal or disguise the identity of illegally obtained proceeds.

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(iv) “Associated Person” means, in relation to a company or other entity, an individual or entity (including a director, officer, employee, consultant, agent or other representative) who or that is acting or performing or has acted or performed services for or on behalf of that company or other entity but only with respect to actions or the performance of services for or on behalf of that company or other entity.

(v) “BIS” means the Bureau of Industry and Security of the US Department of Commerce.

(vi) “EU” means the European Union.

(vii) “Government Official” means (A) an officer or employee of any national, regional, local or other component of government; (B) a director, officer or employee of any entity in which a government or any component of a government possesses a majority or controlling interest; (C) a candidate for public office; (D) a political party or political party official; (E) an officer or employee of a public international organization (e.g., the European Commission or World Bank); and (F) any individual who is acting in an official capacity for any government, component of a government, political party or public international organization, even if such individual is acting in that capacity temporarily and without compensation.

(viii) “OFAC” means the Office of Foreign Assets Control of the US Department of the Treasury.

(ix) “Sanctioned Country” means Cuba, Iran, North Korea, Sudan, Syria, and the Crimea region of Ukraine, the government (including any branch, agency, or instrumentality of such government) or Government Officials of any such jurisdiction, any person owned or controlled, directly or indirectly, by the foregoing, and any person acting or purporting to act, directly or indirectly, for or on behalf of the foregoing.

(x) “Sanctions” refers to the following economic or financial sanctions, trade embargoes, export controls, and anti-boycott laws and regulations:

(1) United Nations sanctions imposed pursuant to any United Nations Security Council Resolution;

(2) US sanctions administered by OFAC, the US Department of State, the US Department of Commerce, or any other US Government authority or department, US export controls administered by BIS, the US Department of Commerce, US Department of State, Nuclear Regulatory Commission, or US Department of Energy, and US antiboycott provisions administered by the US Department of Commerce or US Department of the Treasury;

(3) EU restrictive measures implemented pursuant to any EU Council or Commission Regulation or Decision adopted pursuant to a Common Position in furtherance of the EU’s Common Foreign and Security Policy;

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(4) UK sanctions adopted by the Terrorist-Asset Freezing etc Act 2010 or other legislation and statutory instruments enacted pursuant to the United Nations Act 1946 or the European Communities Act 1972 or enacted by or pursuant to other laws; and

(5) any other trade, economic or financial sanctions laws, regulations, embargoes, export controls or restrictive trade measures administered, enacted or enforced by any authority, government, or official institution as applicable to the Company, any of its Affiliates or any Associated Persons or either the Company or any of its Affiliates or to SoftBank or any transaction in which the Company or any of its Affiliates is engaged.

(xi) “Sanctions List” refers to the “Specially Designated Nationals and Blocked Persons” list, including the EO 13599 list, Foreign Sanctions Evaders list, and the “Sectoral Sanctions Identifications List” maintained by OFAC, the Entity list and Denied Persons list maintained by BIS, the “Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions” maintained by the European Union, the lists of persons set out under Annexes III, V, and VI to Council Regulation 833/2014 as amended, the “Consolidated List of Financial Sanctions Targets” maintained by Her Majesty’s Treasury, or any similar list maintained by the United States, European Union, United Kingdom, or United Nations, each as amended, supplemented or substituted from time to time.

(xii) “Sanctioned Person” refers to any individual who or entity that is:

(1) specifically listed in any Sanctions List; or

(2) owned or controlled by any individual or entity referred to in any Sanctions List, or government or Government Official of any Sanctioned Country.

(xiii) “UK” means the United Kingdom.

(xiv) “US” means the United States of America.

(b) The Company covenants and agrees:

(i) Neither the Company, any of its Affiliates, nor any Associated Person when acting for or on behalf of either the Company or any of its Affiliates shall directly or indirectly offer, promise, give or authorize any payment or offer, promise, give or authorize the giving of anything else of value to a Government Official or individual employed by another entity in the private sector that would violate any of the Applicable ABAC Laws, or engage in any other conduct that would violate any of the Applicable ABAC Laws, Applicable Money Laundering Laws or Sanctions after the effective date of this Agreement.

(ii) Neither the Company, any of its Affiliates nor any Associated Person when acting for or on behalf of either the Company or any of its Affiliates shall use any funds received from SoftBank directly or indirectly (a) for the benefit of activities or parties subject to, in violation of, or penalized under Sanctions, (b) in violation of Sanctions or (c) for any Sanctioned Person or for the benefit of any Sanctioned Person, or (d) in any way that would violate the Applicable Money Laundering Laws.

25

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(iii) If it has not already done so, the Company and its Affiliates shall adopt and implement within ninety (90) days of executing this Agreement policies and procedures designed to prevent the Company, its Affiliates as well as any Associated Person when acting for or on behalf of either the Company or any of its Affiliates from engaging in any activity, practice or conduct that would violate or be penalized or restricted under any Applicable ABAC Laws, Applicable Money Laundering Laws or Sanctions. Such policies and procedures shall be consistent with the guidance that has been provided by government authorities in the United States of America, as well as any other countries or political subdivision thereof in which the Company has operations, having authority to administer and prosecute violations of such laws and regulations.

(iv) If it has not already done so, the Company shall within forty five (45) days of executing this Agreement (1) ensure that it has a suitably qualified and appropriately resourced chief compliance officer or individual tasked with performing the functions of a chief compliance officer, in either case, vested with authority to make compliance reports directly to the Board or an appropriate committee of the Board; and (2) take such other steps as those having authority to prosecute violations of any of the Applicable ABAC Laws, Applicable Money Laundering Laws or Sanctions have recommended to ensure that the compliance function of companies and entities subject to their jurisdiction is operating in an appropriate manner.

(v) The Company and its Affiliates shall keep and maintain books and records reflecting accurately and in reasonable detail transactions involving the Company and its Affiliates and, if they have not already done so, implement financial controls designed to ensure that payments will be made by or on behalf of the Company and its Affiliates only in accordance with management instructions.

(vi) The Company shall confirm in writing to SoftBank, upon request and no more than once each year, that it and its Affiliates have complied with the undertakings set forth in this Section 3.12.

(vii) If the Company or any of its Affiliates suspects or comes to believe that either the Company, any of its Affiliates or any Associated Person when acting for or on behalf of the Company or any of its Affiliates have violated or are subject to penalties or restrictions under any of the Applicable ABAC Laws, Applicable Money Laundering Laws and/or Sanctions, it shall notify SoftBank promptly in writing of its suspicion or belief.

(viii) Notwithstanding anything else in this Agreement, the Company and its Affiliates and their respective directors, officers and employees shall cooperate in good faith with SoftBank if SoftBank decides to seek to determine whether the Company, its Affiliates and/or any Associated Persons of either the Company or any of its Affiliates have complied with the undertakings set forth in this Section 3.12. The cooperation required by the foregoing shall include permitting SoftBank or the authorized representative(s) of SoftBank to

26

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

audit the books and records of the Company and its Affiliates as well as review and make copies of correspondence and other documents, however sent or received, possessed by the Company or its Affiliates pertaining to compliance with the undertakings set forth in this Section 3.12. If so requested by SoftBank, the Company and its Affiliates shall answer any questions put to them or requests made of them by SoftBank as well as its or their authorized representative(s) pertaining to compliance with the undertakings set forth in this Section 3.12 and shall encourage their Associated Persons to do the same. SoftBank will, however, not seek to review any information or materials protected by the attorney-client privilege or the attorney work product doctrine, as those concepts are understood under U.S. law; provided, further, that the Company shall use its best efforts to provide access to SoftBank to the underlying substance of such information without such loss of attorney-client or attorney work product privilege.

(ix) The Company, its Affiliates and any Associated Person when acting for or on behalf of either the Company or any of its Affiliates shall not violate or engage in conduct restricted or penalized under any of the Applicable ABAC Laws, Applicable Money Laundering Laws or Sanctions and the Company shall indemnify and hold harmless SoftBank from and against any and all direct liabilities, damages, costs and expenses (including reasonable legal expenses) that are finally awarded by a court or governmental body with competent jurisdiction (or agreed to in writing by the Company in settlement) and caused by or attributable to any violation of Applicable ABAC Laws, Applicable Money Laundering Laws or Sanctions by the Company, any of its Affiliates or any Associated Person when acting for or on behalf of either the Company or any of its Affiliates.

3.13 Successor Indemnification. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Restated Certificate or elsewhere, as the case may be.

3.14 Tax Covenants.

(a) For so long as SoftBank or QIA, as applicable, owns equity in the Company, the Company shall not be liquidated, merged, converted into a limited liability company, or otherwise enter into a transaction pursuant to which the Company ceases to exist as an entity treated as a corporation for U.S. federal income tax purposes (and state and local tax purposes, where applicable) without the prior written approval of SoftBank or QIA, as applicable.

(b) The Company (and its applicable withholding agents and paying agents) shall be entitled to deduct and withhold taxes on any payments on the Registrable Securities to the extent required by applicable tax law; provided that, if the Company determines that an amount is required to be deducted and withheld, at least fifteen (15) days prior to the date the applicable payment is scheduled to be made, the Company shall (i) provide SoftBank and QIA, as applicable, with written notice of the intent to deduct and withhold, which notice shall include the basis for the withholding and an estimate of the amount proposed to be deducted and withheld, and (ii) provide SoftBank and QIA, as applicable, with a reasonable opportunity to provide forms or other evidence that would reduce or eliminate such amounts of withholding, and shall otherwise reasonably cooperate to minimize any such withholding.

27

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(c) The Company, SoftBank and QIA agree that it is their intention that (i) the Registrable Securities shall be treated as stock that is not “preferred stock” within the meaning of Section 305 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations issued thereunder, and (ii) SoftBank and QIA, as applicable, shall not be required to include in income as a dividend for U.S. federal income tax purposes any income or gain in respect of the Registrable Securities on account of the accrual of dividends thereon (including any deemed dividends or as a result of any discount) unless and until such dividends are declared and paid in cash. The Company, SoftBank and QIA agree to take no positions or actions inconsistent with such treatment (including on any IRS Form 1099), unless, pursuant to an opinion of counsel reasonably satisfactory to each of (i) the Company, (ii) SoftBank, and (iii) QIA, such position or action is otherwise required by a change in applicable law after October 22, 2018.

(d) The Company shall, upon the prior written request of SoftBank or QIA, as applicable, use commercially reasonable efforts to cooperate with SoftBank and QIA, as applicable, to structure any redemption of the Registrable Securities permitted under the terms of the Restated Certificate to be treated as a payment in exchange for stock pursuant to Section 302 of the Code.

(e) The Company shall provide prompt notice to SoftBank and QIA, as applicable, following any “determination date” (as defined in Treasury Regulation Section 1.897-2(c)(1)) on which the Company becomes a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code. In addition, upon any written request by SoftBank or QIA, as applicable, the Company shall provide SoftBank or QIA, as applicable, with a written statement informing SoftBank or QIA, as applicable, whether its interest in the Company constitutes a “United States real property interest” within the meaning of Section 897(c)(2) of the Code. The Company’s determination shall comply with the requirements of Treasury Regulation Section 1.897-2(h)(1) or any successor regulation, and the Company shall provide timely notice to the Internal Revenue Service, in accordance with and to the extent required by Treasury Regulation Section 1.897-2(h)(2) or any successor regulation, that such statement has been made. The Company’s written statement to SoftBank or QIA, as applicable, shall be delivered within 15 days of the written request therefor made by SoftBank or QIA, as applicable. The Company’s obligation to furnish such written statement shall continue notwithstanding the fact that a class of the Company’s stock may be regularly traded on an established securities market or the fact that there is no Preferred Stock of the Company then outstanding.

3.15 Termination of Certain Covenants. The covenants set forth in Sections 3.5, 3.6, 3.7, 3.8, 3.9, 3.14(b) and 3.14(d) shall terminate and be of no further force or effect upon the consummation of (a) the Initial Offering or (b) a Liquidation Event, as that term is defined in the Restated Certificate. The covenant set forth in Section 3.14(c) shall terminate and be of no further force or effect upon the consummation of (a) the Initial Offering or (b) a Liquidation Event; provided, that, in each case, QIA is not a Holder of Preferred Stock at such

28

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

time. The covenants set forth in Section 3.12 shall terminate and be of no further force or effect (i) upon the consummation of an Initial Offering or a Liquidation Event, in either case, if SoftBank fails to hold at least five percent (5%) of the then outstanding voting equity of the Company (or surviving entity, in the case of a Liquidation Event) immediately following the consummation of such Initial Offering or Liquidation Event, as applicable (the “Minimum Ownership Threshold”) or (ii) if SoftBank holds the Minimum Ownership Threshold immediately following the consummation of such Initial Offering or Liquidation Event, immediately at such time thereafter as SoftBank fails to hold the Minimum Ownership Threshold.

4. Miscellaneous.

4.1 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any shares of Registrable Securities). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

4.2 Governing Law. This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of law principles thereof.

4.3 Counterparts; Facsimile. This Agreement may be executed by electronic signature and in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one (1) and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

4.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

4.5 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given upon the earlier to occur of actual receipt or: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not sent during normal business hours, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All notices and other communications shall be sent only to the respective Parties at the addresses set forth on Schedule A or Schedule B, or the signature pages hereto, as applicable, or to such e-mail address, facsimile number or other

29

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

addresses as shall be specified by notice given in accordance with this Section 4.5). If notice is given to the Company, it shall be sent to the address on the Company’s signature page; a copy (which shall not constitute notice) shall also be given to Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, 220 West 42^nd Street, 21^st Floor, New York, NY 10036, Attention: Steven Baglio, Esq.

4.6 Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

4.7 Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Except as set forth below, any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the (a) the Company, (b) Common Holders holding a majority of the Registrable Securities held by Common Holders who are then providing services to the Company as employees or consultants in good standing (with it being understood that a non-natural Person that holds shares and is affiliated with a Common Holder will be deemed to be providing services to the Company as an employee or consultant in good standing if such Common Holder is providing services to the Company as employee or consultant in good standing), and (c) Investors holding a majority of the Registrable Securities held by Investors. For the avoidance of doubt, the SoftBank Voting Covenants (as defined in the Voting Agreement) shall apply to the written consent described in the foregoing sentence. Notwithstanding the foregoing:

(i) Subject to the following clauses (iii) through (vi), this clause (i), the provisions of Section 3.1, Section 3.2, Section 3.3 and Sections 3.4(a) through (e), and (g) may not be amended or waived (either generally or in a particular instance and either retroactively or prospectively) without the written consent of the Company and the Major Investors holding a majority of the Registrable Securities then held by all of the Major Investors; provided, however, that any waiver of the provisions of Section 3.4 shall only be effective (a) with respect to the Major Investors holding shares of Series F Registrable Securities (solely with respect to the Series F Registrable Securities held by such Major Investors) if such written consent includes the written consent of the Major Investors holding at least two-thirds (2/3) of the Series F Registrable Securities held by all Major Investors, and (b) with respect to the Major Investors holding shares of Series G Registrable Securities (solely with respect to the Series G Registrable Securities held by such Major Investors) if such written consent includes the written consent of the Major Investors holding at least two-thirds (2/3) of the Series G Registrable Securities held by all Major Investors. For the avoidance of doubt, the SoftBank Voting Covenants shall not apply to the written consent described in the foregoing sentence.

(ii) This clause (ii) and Section 2.11 may not be amended or waived (either generally or in a particular instance and either retroactively or prospectively) without the written consent of the Preferred Majority (as defined in the Restated Certificate). For the avoidance of doubt, the SoftBank Voting Covenants shall apply to the written consent described in the foregoing sentence.

30

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(iii) This clause (iii), Section 1(t)(ii), Section 2.12, Section 3.1, Section 3.2, Section 3.3, Section 3.4 (for so long as SoftBank is a Major Investor), Section 3.5 (for so long as SoftBank is entitled to nominate the Series E Director pursuant to the Voting Agreement), Section 3.6(a), Section 3.7 (for so long as SoftBank is entitled to nominate the Series E Director pursuant to the Voting Agreement), Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, the first sentence of Section 3.15 (to the extent it applies to Section 3.5, 3.6(a) or 3.7), the last sentence of Section 3.15, all references to the SoftBank Voting Covenants and the definitions of “SoftBank,” “Minimum Ownership Threshold,” and “Ownership Cap” may not amended or waived (either generally or in a particular instance and either retroactively or prospectively) in a manner adverse to SoftBank without the written consent of SoftBank. For the avoidance of doubt, the SoftBank Voting Covenants shall not apply to the written consent described in the foregoing sentence.

(iv) For so long as any Wellington Investor holds any shares of Registrable Securities, (A) the definitions of “Wellington” and “Wellington Investors” may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Wellington Investors holding a majority of the Registrable Securities then held by all of the Wellington Investors, and (B) Section 2.12 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) in a manner adverse to the Wellington Investors only with the written consent of the Wellington Investors holding a majority of the Registrable Securities then held by all of the Wellington Investors.

(v) For so long as any Fidelity Investor holds any shares of Registrable Securities, (A) the definitions of “Affiliate” (as it relates to a Fidelity Investor), “Fidelity” and “Fidelity Investor” may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Fidelity Investors holding a majority of the Registrable Securities then held by all of the Fidelity Investors, (B) Section 2.12 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) in a manner adverse to the Fidelity Investors only with the written consent of the Fidelity Investors holding a majority of the Registrable Securities then held by all of the Fidelity Investors and (C) the definition of “Regulated Investor” and Section 3.11 (as it relates to a Regulated Investor) may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Fidelity Investors holding a majority of the Registrable Securities then held by all of the Fidelity Investors.

(vi) For so long as QIA is a Major Investor, Section 3.1(a)(B), Section 3.4, Section 3.6(b), Section 3.14, the first sentence of Section 3.15 (to the extent it applies to Section 3.6(b) and Section 3.14(b) and (d)), the second sentence of Section 3.15 (to the extent it applies to Section 3.14(c)), this clause (vi), and the definitions of “QIA,” and “Ownership Cap” may not amended or waived (either generally or in a particular instance and either retroactively or prospectively) in a manner adverse to QIA without the written consent of QIA.

31

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(vii) The consent of the Common Holders shall not be required for any amendment or waiver if such amendment or waiver does not apply to the Common Holders.

(viii) No waiver of the rights of the Investors hereunder shall require the consent of the Company.

(ix) Any amendment or waiver that applies to an Investor or Holder in a different fashion than it applies to other Investors or Holders, respectively, shall require the written consent of such Investor or Holder to be effective as to such Investor or Holder. The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party to this Agreement that did not consent in writing thereto.

Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any (or the applicable) Registrable Securities, each future holder of all such Registrable Securities and the Company. Notwithstanding the foregoing, any provision hereof may be waived by a party on such party’s own behalf, without the written consent of any other party. Upon the effectiveness of this Agreement, the Prior Agreement shall be superseded and replaced in its entirety by this Agreement and shall be of no further force or effect.

4.8 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

4.9 Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

4.10 Additional Investors. Notwithstanding Section 4.7, no consent shall be necessary to (a) add additional Investors as signatories to this Agreement and (b) update Schedule A accordingly, provided that such Investors have purchased Preferred Stock from the Company and the terms of this Agreement are not otherwise amended.

4.11 Massachusetts Business Trust. A copy of the Agreement and Declaration of Trust of each Fidelity Investor, or any affiliate thereof, is on file with the Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that this Agreement is executed on behalf of the trustees of such Fidelity Investor or any affiliate thereof as trustees and not individually and that the obligations of this Agreement are not binding on any of the trustees, officers or stockholders of such Fidelity Investor or any affiliate thereof individually but are binding only upon such Fidelity Investor or any affiliate thereof and its assets and property.

[Remainder of page intentionally left blank]

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

URBAN COMPASS, INC.
By:	/s/ Robert Reffkin

Name:	Robert Reffkin
Title:	Chief Executive Officer

Address:	90 5th Avenue, 3rd Floor
	New York, NY 10011

SIGNATURE PAGE TO SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

FOR URBAN COMPASS, INC. (SERIES G)

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

COMMON HOLDERS:
/s/ Robert Reffkin
Robert Reffkin
/s/ Benis Reffkin
Benis Reffkin
/s/ Ruth Reffkin
Ruth Reffkin
/s/ Ori Allon
Ori Allon
ALLON FAMILY TRUST III HOLDINGS, LLC
By:	/s/ Itai Lemberger
Name: Itai Lemberger
Title: Manager
THE COMPASS 2015 GRAT
By:	/s/ Robert Reffkin
Name: Robert Reffkin
Title: Trustee
By:	/s/ Elida Reyes
Name: Elida Reyes
Title: Trustee
THE COMPASS 2017 GRAT
By:	/s/ Robert Reffkin
Name: Robert Reffkin
Title: Trustee
By:	/s/ Elida Reyes
Name: Elida Reyes
Title: Trustee

SIGNATURE PAGE TO SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

FOR URBAN COMPASS, INC. (SERIES G)

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

COMMON HOLDERS:
THE RR1 TRUST
By:	/s/ Elida Reyes
Name: Elida Reyes
Title: Trustee
THE RR2 TRUST
By:	/s/ Elida Reyes
Name: Elida Reyes
Title: Trustee
THE RR3 TRUST
By:	/s/ Elida Reyes
Name: Elida Reyes
Title: Trustee
THE ELIDA REYES FAMILY TRUST
By:	/s/ Ruth Reffkin
Name: Ruth Reffkin
Title: Trustee

Address:

SIGNATURE PAGE TO SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

FOR URBAN COMPASS, INC. (SERIES G)

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

URBAN COMPASS, INC.

COUNTERPART SIGNATURE PAGE TO THE

SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The undersigned hereby agrees to be bound by and subject to all of the terms and conditions of the Seventh Amended and Restated Investors’ Rights Agreement dated as of July 26, 2019 by and among the Company, the Investors set forth on Schedule A thereto and the Common Holders set forth on Schedule B thereto (as amended, the “Investors’ Rights Agreement”), as a “Common Holder” and a “Holder” thereunder and all of the benefits and obligations of the Investors’ Rights Agreement shall inure to the undersigned as a “Common Holder” and a “Holder” thereunder. The undersigned hereby authorizes the Company to attach this counterpart signature page to the Investors’ Rights Agreement and update Schedule A thereto. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Investors’ Rights Agreement.

Date: April 14, 2020

COMMON HOLDER:
RUTH REFFKIN FAMILY TRUST
By:	/s/ Christen Edward Joseph Lee

Name:	Christen Edward Joseph Lee
Title:	Trustee
Address: 90 Fifth Avenue, 3rd Floor New York, NY 10011

SIGNATURE PAGE TO SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

FOR URBAN COMPASS, INC. (SERIES G)

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

INVESTOR:
HADLEY HARBOR MASTER INVESTORS (CAYMAN) L.P.
By: Wellington Management Company LLP, as investment adviser
By:	/s/ Emily Babalas
Name: Emily Babalas
Title: Managing Director & Counsel

Address:

Email Address:

SIGNATURE PAGE TO SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

FOR URBAN COMPASS, INC. (SERIES G)

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

INVESTOR:
SOFTBANK VISION FUND (AIV M1) L.P.
By: SB Investment Advisers (UK) Limited, acting as Manager of SoftBank Vision Fund (AIV M1) L.P.
By:	/s/ Ruwan Weerasekera
Name: Ruwan Weerasekera
Title: Director
Email Address:
and
A copy (which shall not constitute notice) shall also be sent to:

SIGNATURE PAGE TO SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

FOR URBAN COMPASS, INC. (SERIES G)

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

INVESTORS:
AL RAYYAN HOLDING LLC
By:	/s/ Ahmed Ali Al Hammadi
Name: Ahmed Ali Al Hammadi
Title: Director
DIC COMPANY LIMITED
By:	/s/ Ahmed Ali Al Hammadi
Name: Ahmed Ali Al Hammadi
Title: Director

SIGNATURE PAGE TO SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

FOR URBAN COMPASS, INC. (SERIES G)

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

INVESTOR:
CANADA PENSION PLAN INVESTMENT BOARD
By:	/s/ Leon Pedersen
Name: Leon Pedersen
Title: Managing Director
By:	/s/ Caitlin Walsh
Name: Caitlin Walsh
Title: Senior Portfolio Manager
Address:

SIGNATURE PAGE TO SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

FOR URBAN COMPASS, INC. (SERIES G)

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

INVESTORS:
GLYNN EMERGING OPPORTUNITY FUND, L.P.
By: Glynn Capital Management LLC
Its: General Partner
By:	/s/ John Glynn
Name: John Glynn
Title: Managing Director
GLYNN EMERGING OPPORTUNITY FUND II, L.P.
By: Glynn Management Evergreen LLC
Its: General Partner
By:	/s/ David Glynn
Name: David Glynn
Title: Managing Director
GLYNN EMERGING OPPORTUNITY FUND II-A, L.P.
By: Glynn Management Evergreen LLC
Its: General Partner
By:	/s/ David Glynn
Name: David Glynn
Title: Managing Director
Address:

SIGNATURE PAGE TO SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

FOR URBAN COMPASS, INC. (SERIES G)

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

INVESTORS:
COORDINATES DF INVESTMENTS, LLC
By:	/s/ Pat Robertson
Name: Pat Robertson
Title: Authorized Signatory
Address:

SIGNATURE PAGE TO SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

FOR URBAN COMPASS, INC. (SERIES G)

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

INVESTORS:
DISCOVERY GLOBAL FOCUS MASTER FUND, LTD.
By:	/s/ Adam Schreck
Name: Adam Schreck
Title: General Counsel
DG URBAN-C LP
By:	/s/ Adam Schreck
Name: Adam Schreck
Title: General Counsel
CLCRKC, LLC
By:	/s/ Robert K. Citrone
Name: Robert K. Citrone
Title: Authorized Person

SIGNATURE PAGE TO SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

FOR URBAN COMPASS, INC. (SERIES G)

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Urban Compass, Inc.

Counterpart Signature Page to

Seventh Amended and Restated Investors’ Rights Agreement

Pursuant to Section 4.10 of the Seventh Amended and Restated Investors’ Rights Agreement dated as of July 26, 2019 by and among Urban Compass, Inc. (the “Company”) the Investors listed on Schedule A thereto, and the Common Holders listed on Schedule B thereto (as amended from time to time, the “Investors’ Rights Agreement”), and in consideration of the sale and issuance of shares of the Company’s Series G Preferred Stock to the undersigned, the undersigned hereby agrees to be bound by and to observe all of the terms and conditions of the Investors’ Rights Agreement and all of the benefits of the Investors’ Rights Agreement shall inure to the undersigned as an Investor thereunder. The undersigned hereby authorizes the Company to attach this counterpart signature page to the Investors’ Rights Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Investors’ Rights Agreement.

Dated as of     October 4    , 2019

INVESTOR:
TORCH OPPORTUNITY I LLC – SERIES 3
By: Torch Opportunity I GP LLC, its managing member
By:	/s/ Jonathan Keidan
Name: Jonathan Keidan
Title: Managing Member

Address:

Email Address(es):

SIGNATURE PAGE TO SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

FOR URBAN COMPASS, INC. (SERIES G)

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Urban Compass, Inc.

Counterpart Signature Page to

Seventh Amended and Restated Investors’ Rights Agreement

Pursuant to Section 4.10 of the Seventh Amended and Restated Investors’ Rights Agreement dated as of July 26, 2019 by and among Urban Compass, Inc. (the “Company”) the Investors listed on Schedule A thereto, and the Common Holders listed on Schedule B thereto (as amended from time to time, the “Investors’ Rights Agreement”), and in consideration of the sale and issuance of 38,893 shares of the Company’s Series G Preferred Stock to the undersigned for the aggregate purchase price of $5,999,984.22, the undersigned hereby agrees to be bound by and to observe all of the terms and conditions of the Investors’ Rights Agreement and all of the benefits of the Investors’ Rights Agreement shall inure to the undersigned as an Investor thereunder. The undersigned hereby authorizes the Company to attach this counterpart signature page to the Investors’ Rights Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Investors’ Rights Agreement.

Dated as of     October 4    , 2019

INVESTOR:
ALVARIUM COMPASS LP
Alvarium Compass LP an Isle of Man limited partnership, acting by Alvarium Compass GP Limited, its General Partner
By:	/s/ Mark Veale

Name:	Mark Veale
Title:	Director
	For and on behalf of Park Limited

Address:

SIGNATURE PAGE TO SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

FOR URBAN COMPASS, INC. (SERIES G)

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Urban Compass, Inc.

Counterpart Signature Page to

Seventh Amended and Restated Investors’ Rights Agreement

Pursuant to Section 4.10 of the Seventh Amended and Restated Investors’ Rights Agreement dated as of July 26, 2019 by and among Urban Compass, Inc. (the “Company”) the Investors listed on Schedule A thereto, and the Common Holders listed on Schedule B thereto (as amended from time to time, the “Investors’ Rights Agreement”), and in consideration of the sale and issuance of 12,964 shares of the Company’s Series G Preferred Stock to the undersigned for the aggregate purchase price of $1,999,943.32, the undersigned hereby agrees to be bound by and to observe all of the terms and conditions of the Investors’ Rights Agreement and all of the benefits of the Investors’ Rights Agreement shall inure to the undersigned as an Investor thereunder. The undersigned hereby authorizes the Company to attach this counterpart signature page to the Investors’ Rights Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Investors’ Rights Agreement.

Dated as of     October 8    , 2019

INVESTOR:

WILLET 12 SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ

By: /s/ Jan Łukasz Wejchert

Name:	Jan Łukasz Wejchert
Title:	President of the Board

SIGNATURE PAGE TO SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

FOR URBAN COMPASS, INC. (SERIES G)

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Urban Compass, Inc.

Counterpart Signature Page to

Seventh Amended and Restated Investors’ Rights Agreement

Pursuant to Section 4.10 of the Seventh Amended and Restated Investors’ Rights Agreement dated as of July 26, 2019 by and among Urban Compass, Inc. (the “Company”) the Investors listed on Schedule A thereto, and the Common Holders listed on Schedule B thereto (as amended from time to time, the “Investors’ Rights Agreement”), and in consideration of the sale and issuance of 6,482 shares of the Company’s Series G Preferred Stock to the undersigned for the aggregate purchase price of $999,971.66, the undersigned hereby agrees to be bound by and to observe all of the terms and conditions of the Investors’ Rights Agreement and all of the benefits of the Investors’ Rights Agreement shall inure to the undersigned as an Investor thereunder. The undersigned hereby authorizes the Company to attach this counterpart signature page to the Investors’ Rights Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Investors’ Rights Agreement.

Dated as of     November 7    , 2019

INVESTOR:
AVG – FV COMPASS 2019 TRUST
By:	/s/ Anton Simunovic
Name: Anton Simunovic
Title: Trustee

Address:

SIGNATURE PAGE TO SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

FOR URBAN COMPASS, INC. (SERIES G)

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Urban Compass, Inc.

Counterpart Signature Page to

Seventh Amended and Restated Investors’ Rights Agreement

Pursuant to Section 4.10 of the Seventh Amended and Restated Investors’ Rights Agreement dated as of July 26, 2019 by and among Urban Compass, Inc. (the “Company”) the Investors listed on Schedule A thereto, and the Common Holders listed on Schedule B thereto (as amended from time to time, the “Investors’ Rights Agreement”), and in consideration of the sale and issuance of 6,482 shares of the Company’s Series G Preferred Stock to the undersigned for the aggregate purchase price of $999,971.66, the undersigned hereby agrees to be bound by and to observe all of the terms and conditions of the Investors’ Rights Agreement and all of the benefits of the Investors’ Rights Agreement shall inure to the undersigned as an Investor thereunder. The undersigned hereby authorizes the Company to attach this counterpart signature page to the Investors’ Rights Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Investors’ Rights Agreement.

Dated as of     January 28    , 2020

HADLEY HARBOR MASTER INVESTORS (CAYMAN) L.P.
By: Wellington Management Company LLP, as investment adviser
By:	/s/ Emily Babalas
Name: Emily D. Babalas
Title: Managing Director & Counsel

SIGNATURE PAGE TO SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

FOR URBAN COMPASS, INC. (SERIES G)

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

URBAN COMPASS, INC.

COUNTERPART SIGNATURE PAGE TO THE

SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

The undersigned hereby agrees to be bound by and subject to all of the terms and conditions of the Seventh Amended and Restated Investors’ Rights Agreement dated as of July 26, 2019 by and among the Company, the Investors set forth on Schedule A thereto and the Common Holders set forth on Schedule B thereto (as amended, the “Investors’ Rights Agreement”), as a “Common Holder” and a “Holder” thereunder and all of the benefits and obligations of the Investors’ Rights Agreement shall inure to the undersigned as a “Common Holder” and a “Holder” thereunder. The undersigned hereby authorizes the Company to attach this counterpart signature page to the Investors’ Rights Agreement and update Schedule A thereto. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Investors’ Rights Agreement.

Date: 5/21/20

COMMON HOLDER:
THE ELIDA REYES FAMILY TRUST
By:	/s/ Ruth Reffkin

Name:	Ruth Reffkin
Title:	Trustee
Address:

SIGNATURE PAGE TO SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

FOR URBAN COMPASS, INC. (SERIES G)

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

SCHEDULE A

SCHEDULE OF INVESTORS

Atomico IV (Guernsey), L.P.

Daniel Landver

Alta Park Fund, LP

National Philanthropic Trust

SoftBank Vision Fund (AIV M1) L.P.

FIAM Target Date Blue Chip Growth Commingled Pool¹

Fidelity Blue Chip Growth Commingled Pool²

Fidelity Securities Fund: Fidelity Flex Large Cap Growth Fund³

Fidelity Securities Fund: Fidelity Blue Chip Growth K6 Fund⁴

Fidelity Securities Fund: Fidelity Blue Chip Growth Fund⁵

Fidelity Securities Fund: Fidelity Series Blue Chip Growth Fund⁶

Fidelity Securities Fund: Fidelity Small Cap Growth K6 Fund⁷

Fidelity Capital Trust: Fidelity Flex Small Cap Fund—Small Cap Growth Subportfolio⁸

Fidelity Securities Fund: Fidelity Small Cap Growth Fund⁹

Hadley Harbor Master Investors (Cayman) L.P.

Advance/Newhouse Investment Partnership

Thrive Capital Partners III, L.P.

Claremount TW, L.P.

Andrew Marks 2011 Irrevocable Trust

Corigin (CPEG Urban Compass LLC)

Adebayo O. Ogunlesi

Urban Compass Investment, LLC

¹  The stock certificate representing the shares that this Investor holds are registered in the name of its nominee, FLAPPER CO fbo FIAM Target Date Blue Chip Growth Commingled Pool.

²  The stock certificate representing the shares that this Investor holds are registered in the name of its nominee, Mag & Co fbo Fidelity Blue Chip Growth Commingled Pool.

³  The stock certificate representing the shares that this Investor holds are registered in the name of its nominee, Booth & Co fbo Fidelity Securities Fund: Fidelity Flex Large Cap Growth Fund.

⁴  The stock certificate representing the shares that this Investor holds are registered in the name of its nominee, Booth & Co FBO Fidelity Securities Fund: Fidelity Blue Chip Growth K6 Fund.

⁵  The stock certificate representing the shares that this Investor holds are registered in the name of its nominee, M Gardiner & Co fbo Fidelity Securities Fund: Fidelity Blue Chip Growth Fund.

⁶  The stock certificate representing the shares that this Investor holds are registered in the name of its nominee, WAVECHART + CO fbo Fidelity Securities Fund: Fidelity Series Blue Chip Growth Fund.

⁷  The stock certificate representing the shares that this Investor holds are registered in the name of its nominee, Powhatan & Co., LLC fbo Fidelity Securities Fund: Fidelity Small Cap Growth K6 Fund.

⁸  The stock certificate representing the shares that this Investor holds are registered in the name of its nominee, ISLANDMOORING CO FBO Fidelity Capital Trust: Fidelity Flex Small Cap Fund - Small Cap Growth Subportfolio.

⁹  The stock certificate representing the shares that this Investor holds are registered in the name of its nominee, Mag & Co fbo Fidelity Securities Fund: Fidelity Small Cap Growth Fund.

S-1

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

William & Ophelia Rudin Family Investment Fund LLC

FF Angel IV, LLC

Bernstein Family 1998 Trust

Point 406 Ventures II, L.P.

The Marc R. Benioff Revocable Trust U/A/D 12/3/2004

Joe Gleberman

Cap-Meridian Ventures

John Rowan

Henry Cornell

Andrew H. Tisch 1995 Issue Trust No. 2

Meyers Family Trust

Stephen Dannhauser

Uhuru Capital

Weiss Family Partners

Jason Landver

Alexander H. Tisch 2011 Trust

Andrew H. Tisch

Lacey A. Tisch 2011 Trust

Ray McGuire

Roger Weiss

Greer Family Partners

Alex Sloane

Christen Lee

William Lewis

Kenneth Chenault

Lightning Fund I LLC

James Sholem

Jonathan Keidan

Michael Eisenberg

Ethan Silverstein

Jay Kwan

ASP Ventures, LLC

AAT Investments LLC

Denis Tolkachev

Yusef Kassim

Gavin P. Myers Irrevocable Trust

Josh Wolfe

Kristopher Brown

Evan Layne

David Jasper

Roey Eyal

Peter Pinto

Kevin A Tanzer

JV Kodali

Netta Korin

Miriam Lemberger

S-2

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Shawn R. Carpenter Living Trust

SV Booth Investments III LLC

The Emily T. Sussman 2011 Trust

The Carolyn T. Sussman 2011 Trust

Richard Witten

Ofer Maor

Tamir Carmi

Nir Caspi

ASKME Investments LLC

Cie-Jai Brown

LF Urban Compass LLC

TNG UC LLC

Ball Pond Capital, LLC

George Loening

MEO Urban Compass, LLC

Libitzky Holdings L.P.

Ram Island Holdings LLC

Justin Ehrlich

Franklin Equity Associates LLC

Juan Uribe

Arn Tellem

Rafay Farooqui

Circle Walk Partners LLC

Pan Brothers Capital Management Group, LLC

David B. Keidan 2010 Family Long Term Trust

Cheer Land Investments Group Limited

The Joseph Straus Jr. GST Subject Trust FBO James A. Straus

Shawn-Pavan M. Golhar

Prudence Compass, LLC

Regal Trust dated April 2, 2014     

William P Reedy Trust

Linda Johnson

Andrew C. Hecht

Institutional Venture Partners XV, L.P.

Institutional Venture Partners XV Executive Fund, L.P.

Institutional Venture Partners XIII, L.P.

Parkhead Investments S.A.

Jonathan Christodoro

Galaxy Acquisitions LLC

Ramsey Smith

James Simmons

Atomico IV, L.P.

Point 406 Ventures 2016 Opportunities Fund, L.P.

Simone Nardi

Itai Lemberger

Lemberger UC 2018 Trust

S-3

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Keidan Path I, LP

Keidan Path II LP

Keidan Path III, LP

RAK Family Trust LLC

HS Investments 1 Limited

Osprey Point Investments XXVII, LLC

Alexander M. Meyers Gift Trust Dated December 15, 2016

Katelyn E. Meyers Gift Trust Dated December 15, 2016

Paige E. Meyers Gift Trust Dated December 15, 2016

Ryan C. Meyers Gift Trust Dated December 15, 2016

Growth Capital Fund I, L.P.

LCP VIII Holdings, L.P.

Victor Sigoura

SP UC LLC

Lead Edge Capital III, LP

CLCRKC, LLC

DG URBAN-C LP

Discovery Global Focus Master Fund, Ltd.

Glynn Emerging Opportunity Fund, L.P.

Glynn Emerging Opportunity Fund II, L.P.

Glynn Emerging Opportunity Fund II-A, L.P.

JBDB Compass LLC

James Berkeley

DIC Company Limited

Al Rayyan Holding LLC

Canada Pension Plan Investment Board

Link Trustees (Jersey) Limited in their capacity as trustee of the 9583165 International Pension Trust

AVGF—FV Urban Compass 2018, LLC

Coordinates DF Investments, LLC

Torch Opportunity I LLC—Series 3

Alvarium Compass LP

Willet 12 Spółka Z Ograniczoną Odpowiedzialnością

AVG – FV Compass 2019 Trust

S-4

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

SCHEDULE B

SCHEDULE OF COMMON HOLDERS

Robert Reffkin

Ori Allon

Ugo Di Girolamo

Michael Weiss

Alexandre Petcherski

Paul Groudas

The COMPASS 2015 GRAT

David Snider

Liming Zhao

Gordon Golub

Zachary Ozer

LCP VII Holdings, L.P.

Growth Capital Fund I, L.P.

Keidan Path II LP

CLCRKC, LLC

The COMPASS 2017 GRAT

The RR1 Trust

The RR2 Trust

Benis Reffkin

Ruth Reffkin

The Elida Reyes Family Trust

The RR3 Trust

Compass HTC Investors, LLC

Ruth Reffkin Family Trust

EX-10.2

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

EXHIBIT 10.2

URBAN COMPASS, INC.

THIRD AMENDED & RESTATED 2012 STOCK INCENTIVE PLAN

1. Purpose

The purpose of this Third Amended & Restated 2012 Stock Incentive Plan (the “Plan”) of Urban Compass, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations thereunder (the “Code”) and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as determined by the Board of Directors of the Company (the “Board”); provided, however, that such other business ventures shall be limited to entities that, where required by Section 409A of the Code, are eligible issuers of service recipient stock (as defined in Treas. Reg. Section 1.409A-1(b)(5)(iii)(E), or applicable successor regulation).

2. Eligibility

All of the Company’s employees, officers and directors, as well as consultants and advisors to the Company (as such terms consultants and advisors are defined and interpreted for purposes of Rule 701 under the Securities Act of 1933, as amended (the “Securities Act”) (or any successor rule)) are eligible to be granted Awards under the Plan. Each person who is granted an Award under the Plan is deemed a “Participant.” “Award” means Options (as defined in Section 5), SARs (as defined in Section 6), Restricted Stock (as defined in Section 7), Restricted Stock Units (as defined in Section 7) and Other Stock-Based Awards (as defined in Section 8).

3. Administration and Delegation

(a) Administration by the Board. The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may construe and interpret the terms of the Plan and any Award agreements entered into under the Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board’s sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award.

(b) Appointment of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (each, a “Committee”). All references in the Plan to the “Board” shall mean the Board or a Committee of the Board to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

4. Stock Available for Awards

(a) Number of Shares. Subject to adjustment under Section 9, Awards may be made under the Plan for up to 1,960,000 shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”), any or all of which Awards may be in the form of Incentive Stock Options (as defined in Section 5(b)). If any Award expires or is terminated, surrendered or canceled without having been fully exercised, is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right), or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. Further, shares of Common Stock tendered to the Company by a Participant to exercise an Award or to satisfy tax withholding obligations arising with respect to an Award shall be added to the number of shares of Common Stock available for the grant of Awards under the Plan. However, in the case of Incentive Stock Options, the two immediately preceding sentences shall be subject to any limitations under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

(b) Substitute Awards. In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Awards in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Substitute Awards may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding any limitations on Awards contained in the Plan. Substitute Awards shall not count against the overall share limit set forth in Section 4(a), except as may be required by reason of Section 422 and related provisions of the Code.

5. Stock Options

(a) General. The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable.

(b) Incentive Stock Options. An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only be granted to employees of Urban Compass, Inc., any of Urban Compass, Inc.’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code, and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. An Option that is not intended to be an Incentive Stock Option shall be designated a “Nonstatutory Stock Option.” The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option or if the Company converts an Incentive Stock Option to a Nonstatutory Stock Option.

2

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(c) Exercise Price. The Board shall establish the exercise price of each Option and specify the exercise price in the applicable Option agreement. The exercise price shall be not less than 100% of the fair market value per share of Common Stock, as determined by (or in a manner approved by) the Board (“Fair Market Value”), on the date the Option is granted. “Fair Market Value” of a share of Common Stock for purposes of the Plan will be determined as follows:

(1) if the Common Stock is not publicly traded, the Board will determine the Fair Market Value for purposes of the Plan using any measure of value it determines to be appropriate (including, as it considers appropriate, relying on appraisals) in a manner consistent with the valuation principles under Code Section 409A, except as the Board may expressly determine otherwise;

(2) if the Common Stock trades on a national securities exchange, the closing sale price (for the primary trading session) on the date of grant; or

(3) if the Common Stock does not trade on any such exchange, the average of the closing bid and asked prices as reported by an authorized OTCBB market data vendor as listed on the OTCBB website (otcbb.com) on the date of grant.

For any date that is not a trading day, the Fair Market Value of a share of Common Stock for such date will be determined by using the closing sale price or average of the bid and asked prices, as appropriate, for the immediately preceding trading day and with the timing in the formulas above adjusted accordingly. The Board can substitute a particular time of day or other measure of “closing sale price” or “bid and asked prices” if appropriate because of exchange or market procedures or can, in its sole discretion, use weighted averages either on a daily basis or such longer period as complies with Code Section 409A.

The Board has sole discretion to determine the Fair Market Value for purposes of the Plan, and all Awards are conditioned on the participants’ agreement that the Administrator’s determination is conclusive and binding even though others might make a different determination.

(d) Duration of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable option agreement; provided, however, that no Option will be granted with a term in excess of 10 years.

(e) Exercise of Options.

Options may be exercised by delivery to the Company of a notice of exercise in a form of notice (which may be electronic) approved by the Company, together with payment in full (in a manner specified in Section 5(f)) of the exercise price for the number of shares for which the Option is exercised. Shares of Common Stock subject to the Option will be delivered by the Company as soon as practicable following exercise.

3

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(f) Payment Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:

(1) in cash or by check, payable to the order of the Company;

(2) when the Common Stock is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except as may otherwise be provided in the applicable Option agreement or approved by the Board, in its sole discretion, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding;

(3) when the Common Stock is registered under the Exchange Act and to the extent provided for in the applicable Option agreement or approved by the Board, in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their Fair Market Value, provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements;

(4) to the extent provided for in the applicable Nonstatutory Stock Option agreement or approved by the Board in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would pay the exercise price for the portion of the Option being exercised by cancelling a portion of the Option for such number of shares as is equal to the exercise price divided by the excess of the Fair Market Value on the date of exercise over the Option exercise price per share.

(5) to the extent permitted by applicable law and provided for in the applicable Option agreement or approved by the Board, in its sole discretion, by (i) delivery of a promissory note of the Participant to the Company on terms determined by the Board, or (ii) payment of such other lawful consideration as the Board may determine; or

(6) by any combination of the above permitted forms of payment.

4

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

6. Stock Appreciation Rights

(a) General. The Board may grant Awards consisting of stock appreciation rights (“SARs”) entitling the holder, upon exercise, to receive an amount of Common Stock or cash or a combination thereof (such form to be determined by the Board) determined by reference to appreciation, from and after the date of grant, in the Fair Market Value of a share of Common Stock over the measurement price established pursuant to Section 6(b). The date as of which such appreciation is determined shall be the exercise date.

(b) Measurement Price. The Board shall establish the measurement price of each SAR and specify it in the applicable SAR agreement. The measurement price shall not be less than 100% of the Fair Market Value on the date the SAR is granted.

(c) Duration of SARs. Each SAR shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable SAR agreement; provided, however, that no SAR will be granted with a term in excess of 10 years.

(d) Exercise of SARs. SARs may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved by the Company, together with any other documents required by the Board.

7. Restricted Stock; Restricted Stock Units

(a) General. The Board may grant Awards entitling recipients to acquire shares of Common Stock (“Restricted Stock”), subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award. The Board may also grant Awards entitling the recipient to receive shares of Common Stock or cash to be delivered at the time such Award vests (“Restricted Stock Units”) (Restricted Stock and Restricted Stock Units are each referred to herein as a “Restricted Stock Award”).

(b) Terms and Conditions for All Restricted Stock Awards. The Board shall determine the terms and conditions of a Restricted Stock Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any.

(c) Additional Provisions Relating to Restricted Stock.

(1) Dividends. Unless otherwise provided in the applicable Award agreement, any dividends (whether paid in cash, stock or property) declared and paid by the Company with respect to shares of Restricted Stock (“Accrued Dividends”) shall be paid to the Participant only if and when such shares become free from the restrictions on transferability and forfeitability that apply to such shares. Each payment of Accrued Dividends will be made no later than the end of the calendar year in which the dividends are paid to stockholders of that class of stock or, if later, the 15th day of the third month following the lapsing of the restrictions on transferability and the forfeitability provisions applicable to the underlying shares of Restricted Stock.

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(2) Stock Certificates. The Company may require that any stock certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, shall be deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to his or her Designated Beneficiary. “Designated Beneficiary” means (i) the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death or (ii) in the absence of an effective designation by a Participant, “Designated Beneficiary” the Participant’s estate.

(d) Additional Provisions Relating to Restricted Stock Units.

(1) Settlement. Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each Restricted Stock Unit, the Participant shall be entitled to receive from the Company one share of Common Stock or (if so provided in the applicable Award agreement) an amount of cash equal to the Fair Market Value of one share of Common Stock. The Board may, in its discretion, provide that settlement of Restricted Stock Units shall be deferred, on a mandatory basis or at the election of the Participant in a manner that complies with Section 409A of the Code.

(2) Voting Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units.

(3) Dividend Equivalents. The Award agreement for Restricted Stock Units may provide Participants with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock (“Dividend Equivalents”). Dividend Equivalents may be paid currently or credited to an account for the Participants, may be settled in cash and/or shares of Common Stock and may be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which paid, in each case to the extent provided in the applicable Award agreement.

8. Other Stock-Based Awards

(a) General. Other Awards of shares of Common Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property, may be granted hereunder to Participants (“Other Stock-Based-Awards”). Such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may be paid in shares of Common Stock or cash, as the Board shall determine.

(b) Terms and Conditions. Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other Stock-Based Award, including any purchase price applicable thereto.

6

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

9. Adjustments for Changes in Common Stock and Certain Other Events

(a) Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under the Plan, (ii) the number and class of securities and exercise price per share of each outstanding Option, (iii) the share and per-share provisions and the measurement price of each outstanding SAR, (iv) the number of shares subject to and the repurchase price per share subject to each outstanding Restricted Stock Award and (v) the share and per-share-related provisions and the purchase price, if any, of each outstanding Other Stock-Based Award, shall be equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the manner determined by the Board. Without limiting the generality of the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to an outstanding Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.

(b) Reorganization Events.

(1) Definition. A “Reorganization Event” shall mean: (a) any merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, (b) any transfer or disposition of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange or other transaction or (c) any liquidation or dissolution of the Company.

(2) Consequences of a Reorganization Event on Awards Other than Restricted Stock.

(i) In connection with a Reorganization Event, the Board may take any one or more of the following actions as to all or any (or any portion of) outstanding Awards other than Restricted Stock on such terms as the Board determines (except to the extent specifically provided otherwise in an applicable Award agreement or another agreement between the Company and the Participant): (i) provide that such Awards shall be assumed, or substantially equivalent Awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to a Participant, provide that all of the Participant’s unexercised Awards will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Participant (to the extent then exercisable) within a specified period following the date of such notice, (iii) provide that outstanding Awards shall become exercisable, realizable, or deliverable, or restrictions applicable to an Award shall lapse, in whole or in part prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon

7

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to Participants with respect to each Award held by a Participant equal to (A) the number of shares of Common Stock subject to the vested portion of the Award (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) multiplied by (B) the excess, if any, of (I) the Acquisition Price over (II) the exercise, measurement or purchase price of such Award and any applicable tax withholdings, in exchange for the termination of such Award, (v) provide that, in connection with a liquidation or dissolution of the Company, Awards shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase price thereof and any applicable tax withholdings) and (vi) any combination of the foregoing. In taking any of the actions permitted under this Section 9(b)(2), the Board shall not be obligated by the Plan to treat all Awards, all Awards held by a Participant, or all Awards of the same type, identically.

(ii) Notwithstanding the terms of Section 9(b)(2)(i), in the case of outstanding Restricted Stock Units that are subject to Section 409A of the Code: (i) if the applicable Restricted Stock Unit agreement provides that the Restricted Stock Units shall be settled upon a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i), and the Reorganization Event constitutes such a “change in control event”, then no assumption or substitution shall be permitted pursuant to Section 9(b)(2)(i)(i) and the Restricted Stock Units shall instead be settled in accordance with the terms of the applicable Restricted Stock Unit agreement; and (ii) the Board may only undertake the actions set forth in clauses (iii), (iv) or (v) of Section 9(b)(2)(i) if the Reorganization Event constitutes a “change in control event” as defined under Treasury Regulation Section 1.409A-3(i)(5)(i) and such action is permitted or required by Section 409A of the Code; if the Reorganization Event is not a “change in control event” as so defined or such action is not permitted or required by Section 409A of the Code, and the acquiring or succeeding corporation does not assume or substitute the Restricted Stock Units pursuant to clause (i) of Section 9(b)(2)(i), then the unvested Restricted Stock Units shall terminate immediately prior to the consummation of the Reorganization Event without any payment in exchange therefor.

(iii) For purposes of Section 9(b)(2)(i)(i), an Award (other than Restricted Stock) shall be considered assumed if, following consummation of the Reorganization Event, such Award confers the right to purchase or receive pursuant to the terms of such Award, for each share of Common Stock subject to the Award immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise or settlement of the Award to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determined to be equivalent in value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.

8

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(3) Consequences of a Reorganization Event on Restricted Stock. Upon the occurrence of a Reorganization Event other than a liquidation or dissolution of the Company, the repurchase and other rights of the Company with respect to outstanding Restricted Stock shall inure to the benefit of the Company’s successor and shall, unless the Board determines otherwise, apply to the cash, securities or other property which the Common Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to such Restricted Stock; provided, however, that the Board may provide for termination or deemed satisfaction of such repurchase or other rights under the instrument evidencing any Restricted Stock or any other agreement between a Participant and the Company, either initially or by amendment. Upon the occurrence of a Reorganization Event involving the liquidation or dissolution of the Company, except to the extent specifically provided to the contrary in the instrument evidencing any Restricted Stock or any other agreement between a Participant and the Company, all restrictions and conditions on all Restricted Stock then outstanding shall automatically be deemed terminated or satisfied.

10. General Provisions Applicable to Awards.

(a) Transferability of Awards. Awards (or any interest in an Award, including, prior to exercise, any interest in shares of Common Stock issuable upon exercise of an Option or SAR) shall not be sold, assigned, transferred (including by establishing any short position, put equivalent position (as defined in Rule 16a-1 issued under the Exchange Act) or call equivalent position (as defined in Rule 16a-1 issued under the Exchange Act)), pledged, hypothecated or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, and, during the life of the Participant, shall be exercisable only by the Participant; except that Awards, other than Awards subject to Section 409A of the Code, may be transferred to family members (as defined in Rule 701(c)(3) under the Securities Act) through gifts or (other than Incentive Stock Options) domestic relations orders or to an executor or guardian upon the death or disability of the Participant. The Company shall not be required to recognize any such permitted transfer until such time as such permitted transferee shall deliver to the Company a written instrument, as a condition to such transfer, in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of the Award. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees. For the avoidance of doubt, nothing contained in this Section 10(a) shall be deemed to restrict a transfer to the Company.

(b) Documentation. Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan.

(c) Board Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.

9

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(d) Termination of Status. The Board shall determine the effect on an Award of the disability, death, termination or other cessation of employment, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the Award.

(e) Withholding. The Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the Company will issue any shares on exercise, vesting or release from forfeiture of an Award or at the same time as payment of the exercise or purchase price unless the Company determines otherwise. If provided for in an Award or approved by the Board in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

(f) Amendment of Award.

(1) The Board may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option. The Participant’s consent to such action shall be required unless (i) the Board determines that the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the Plan or (ii) the change is permitted under Section 9.

(2) The Board may, without stockholder approval, amend any outstanding Award granted under the Plan to provide an exercise price per share that is lower than the then-current exercise price per share of such outstanding Award. The Board may also, without stockholder approval, cancel any outstanding award (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan covering the same or a different number of shares of Common Stock and having an exercise price per share lower than the then-current exercise price per share of the cancelled award.

10

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(g) Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously issued or delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and regulations and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.

(h) Acceleration. The Board may at any time provide that any Award shall become immediately exercisable in whole or in part, free of some or all restrictions or conditions, or otherwise realizable in whole or in part, as the case may be.

11. Miscellaneous.

(a) No Right To Employment or Other Status. No person shall have any claim or right to be granted an Award by virtue of the adoption of the Plan, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award.

(b) No Rights As Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder of such shares.

(c) Effective Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Board. No Awards shall be granted under the Plan after the expiration of 10 years from the earlier of (i) the date on which the Plan was adopted by the Board or (ii) the date the Plan was approved by the Company’s stockholders, but Awards previously granted may extend beyond that date.

(d) Amendment of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time; provided that if at any time the approval of the Company’s stockholders is required as to any modification or amendment under Section 422 of the Code or any successor provision with respect to Incentive Stock Options, the Board may not effect such modification or amendment without such approval. Unless otherwise specified in the amendment, any amendment to the Plan adopted in accordance with this Section 11(d) shall apply to, and be binding on the holders of, all Awards outstanding under the Plan at the time the amendment is adopted, provided the Board determines that such amendment, taking into account any related action, does not materially and adversely affect the rights of Participants under the Plan.

(e) Authorization of Sub-Plans (including Grants to non-U.S. Employees). The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable securities, tax or other laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to the Plan containing (i) such limitations on the Board’s discretion under the Plan as the Board deems necessary or desirable or (ii) such

11

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants within the affected jurisdiction and the Company shall not be required to provide copies of any supplement to Participants in any jurisdiction which is not the subject of such supplement.

(f) Compliance with Section 409A of the Code. Except as provided in individual Award agreements initially or by amendment, if and to the extent (i) any portion of any payment, compensation or other benefit provided to a Participant pursuant to the Plan in connection with his or her employment termination constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code and (ii) the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case as determined by the Company in accordance with its procedures, by which determinations the Participant (through accepting the Award) agrees that he or she is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of “separation from service” (as determined under Section 409A of the Code) (the “New Payment Date”), except as Section 409A of the Code may then permit. The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule.

The Company makes no representations or warranty and shall have no liability to the Participant or any other person if any provisions of or payments, compensation or other benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Section 409A of the Code but do not to satisfy the conditions of that section.

(g) Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee, or agent of the Company will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan, nor will such individual be personally liable with respect to the Plan because of any contract or other instrument he or she executes in his or her capacity as a director, officer, other employee, or agent of the Company. The Company will indemnify and hold harmless each director, officer, other employee, or agent of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been or will be delegated, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Board’s approval) arising out of any act or omission to act concerning the Plan unless arising out of such person’s own fraud or bad faith.

(h) Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than the State of Delaware.

12

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

URBAN COMPASS, INC.

2012 STOCK INCENTIVE PLAN

CALIFORNIA SUPPLEMENT

Pursuant to Section 11(e) of the Plan, the Board has adopted this supplement for purposes of satisfying the requirements of Section 25102(o) of the California Law:

Any Awards granted under the Plan to a Participant who is a resident of the State of California on the date of grant (a “California Participant”) shall be subject to the following additional limitations, terms and conditions:

1. Additional Limitations on Options.

(a) Maximum Duration of Options. No Options granted to California Participants shall have a term in excess of 10 years measured from the Option grant date.

(b) Minimum Exercise Period Following Termination. Unless a California Participant’s employment is terminated for cause (as defined by applicable law, the terms of the Plan or option grant or a contract of employment), in the event of termination of employment of such Participant, such Participant shall have the right to exercise an Option, to the extent that such Participant is entitled to exercise such Option on the date employment terminated, until the earlier of: (i) at least six months from the date of termination, if termination was caused by such Participant’s death or disability, (ii) at least 30 days from the date of termination, if termination was caused other than by such Participant’s death or disability and (iii) the Option expiration date.

2. Additional Limitations for Other Stock-Based Awards. The terms of all Awards granted to a California Participant under Section 8 of the Plan shall comply, to the extent applicable, with Sections 260.140.42, 260.140.45 and 260.140.46 of the California Code of Regulations.

3. Additional Limitations on Timing of Awards. No Award granted to a California Participant shall become exercisable, vested or realizable, as applicable to such Award, unless the Plan has been approved by the holders of a majority of the Company’s outstanding voting securities by the later of (i) within 12 months before or after the date the Plan was adopted by the Board, or (ii) prior to or within 12 months of the granting of any Award to a California Participant.

4. Additional Restriction Regarding Recapitalizations, Stock Splits, Etc. For purposes of Section 9 of the Plan, in the event of a stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification or other distribution of the Company’s securities underlying the Award without the receipt of consideration by the Company, the number of securities purchasable, and in the case of Options, the exercise price of such Options, must be proportionately adjusted.

5. Additional Limitations on Transferability of Awards. Notwithstanding the provisions of Section 10(a) of the Plan, an Award granted to a California Participant may not be transferred to an executor or guardian upon the disability of the Participant.

13

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

FIRST AMENDMENT TO THE URBAN COMPASS, INC.

THIRD AMENDED & RESTATED 2012 STOCK INCENTIVE PLAN

Urban Compass, Inc., a Delaware corporation (the “Corporation”), adopted the Corporation’s Third Amended and Restated 2012 Stock Incentive Plan on September 24, 2013 (the “Plan”). Unless otherwise defined herein, all capitalized terms shall have the meaning set forth in the Plan.

Section 4(a) of the Plan shall be amended in its entirety to read as follows:

“(a) Number of Shares. Subject to adjustment under Section 9, Awards may be made under the Plan for up to 2,960,000 shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”), any or all of which Awards may be in the form of Incentive Stock Options (as defined in Section 5(b)). If any Award expires or is terminated, surrendered or canceled without having been fully exercised, is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right), or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. Further, shares of Common Stock tendered to the Company by a Participant to exercise an Award or to satisfy tax withholding obligations arising with respect to an Award shall be added to the number of shares of Common Stock available for the grant of Awards under the Plan. However, in the case of Incentive Stock Options, the two immediately preceding sentences shall be subject to any limitations under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.”

Except as expressly amended hereby, the Plan shall remain unchanged and in full force and effect and is hereby ratified and confirmed.

Adopted by the Corporation’s Board of Directors:	April 23, 2014
Adopted by the Corporation’s Stockholders:	May 16, 2014

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

SECOND AMENDMENT TO THE URBAN COMPASS, INC.

THIRD AMENDED & RESTATED 2012 STOCK INCENTIVE PLAN

Urban Compass, Inc., a Delaware corporation (the “Corporation”), adopted the Corporation’s Third Amended and Restated 2012 Stock Incentive Plan on September 24, 2013 (as amended, the “Plan”). Unless otherwise defined herein, all capitalized terms shall have the meaning set forth in the Plan.

Section 4(a) of the Plan shall be amended in its entirety to read as follows:

“(a) Number of Shares. Subject to adjustment under Section 9, Awards may be made under the Plan for up to 3,960,000 shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”), any or all of which Awards may be in the form of Incentive Stock Options (as defined in Section 5(b)). If any Award expires or is terminated, surrendered or canceled without having been fully exercised, is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right), or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. Further, shares of Common Stock tendered to the Company by a Participant to exercise an Award or to satisfy tax withholding obligations arising with respect to an Award shall be added to the number of shares of Common Stock available for the grant of Awards under the Plan. However, in the case of Incentive Stock Options, the two immediately preceding sentences shall be subject to any limitations under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.”

Except as expressly amended hereby, the Plan shall remain unchanged and in full force and effect and is hereby ratified and confirmed.

Adopted by the Corporation’s Board of Directors:	February 2, 2015
Adopted by the Corporation’s Stockholders:	August 18, 2015

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

THIRD AMENDMENT TO THE URBAN COMPASS, INC.

THIRD AMENDED & RESTATED 2012 STOCK INCENTIVE PLAN

Urban Compass, Inc., a Delaware corporation (the “Corporation”), adopted the Corporation’s Third Amended and Restated 2012 Stock Incentive Plan on September 24, 2013 (as amended, the “Plan”). Unless otherwise defined herein, all capitalized terms shall have the meaning set forth in the Plan.

Section 4(a) of the Plan shall be amended in its entirety to read as follows:

“(a) Number of Shares. Subject to adjustment under Section 9, Awards may be made under the Plan for up to 4,560,000 shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”), any or all of which Awards may be in the form of Incentive Stock Options (as defined in Section 5(b)). If any Award expires or is terminated, surrendered or canceled without having been fully exercised, is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right), or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. Further, shares of Common Stock tendered to the Company by a Participant to exercise an Award or to satisfy tax withholding obligations arising with respect to an Award shall be added to the number of shares of Common Stock available for the grant of Awards under the Plan. However, in the case of Incentive Stock Options, the two immediately preceding sentences shall be subject to any limitations under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.”

Except as expressly amended hereby, the Plan shall remain unchanged and in full force and effect and is hereby ratified and confirmed.

Adopted by the Corporation’s Board of Directors:	February 3, 2016
Adopted by the Corporation’s Stockholders:	March 11, 2016

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

FOURTH AMENDMENT TO THE URBAN COMPASS, INC.

THIRD AMENDED & RESTATED 2012 STOCK INCENTIVE PLAN

Urban Compass, Inc., a Delaware corporation (the “Corporation”), adopted the Corporation’s Third Amended and Restated 2012 Stock Incentive Plan on September 24, 2013 (as amended, the “Plan”). Unless otherwise defined herein, all capitalized terms shall have the meaning set forth in the Plan.

Section 4(a) of the Plan shall be amended in its entirety to read as follows:

“(a) Number of Shares. Subject to adjustment under Section 9, Awards may be made under the Plan for up to 5,370,467 shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”), any or all of which Awards may be in the form of Incentive Stock Options (as defined in Section 5(b)). If any Award expires or is terminated, surrendered or canceled without having been fully exercised, is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right), or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. Further, shares of Common Stock tendered to the Company by a Participant to exercise an Award or to satisfy tax withholding obligations arising with respect to an Award shall be added to the number of shares of Common Stock available for the grant of Awards under the Plan. However, in the case of Incentive Stock Options, the two immediately preceding sentences shall be subject to any limitations under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.”

Except as expressly amended hereby, the Plan shall remain unchanged and in full force and effect and is hereby ratified and confirmed.

Adopted by the Corporation’s Board of Directors:	February 1, 2017
Adopted by the Corporation’s Stockholders:	March 30, 2017

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

FIFTH AMENDMENT TO THE URBAN COMPASS, INC.

THIRD AMENDED & RESTATED 2012 STOCK INCENTIVE PLAN

Effective January 19, 2018

Urban Compass, Inc., a Delaware corporation (the “Corporation”), adopted the Corporation’s Third Amended and Restated 2012 Stock Incentive Plan on September 24, 2013 (as amended, the “Plan”). Unless otherwise defined herein, all capitalized terms shall have the meaning set forth in the Plan.

Section 4(a) of the Plan shall be amended in its entirety to read as follows:

“(a) Number of Shares. Subject to adjustment under Section 9, Awards may be made under the Plan for up to 6,442,642 shares of Class A Common Stock, $0.0001 par value per share, of the Company (the “Common Stock”), any or all of which Awards may be in the form of Incentive Stock Options (as defined in Section 5(b)). If any Award expires or is terminated, surrendered or canceled without having been fully exercised, is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right), or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. Further, shares of Common Stock tendered to the Company by a Participant to exercise an Award or to satisfy tax withholding obligations arising with respect to an Award shall be added to the number of shares of Common Stock available for the grant of Awards under the Plan. However, in the case of Incentive Stock Options, the two immediately preceding sentences shall be subject to any limitations under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.”

Except as expressly amended hereby, the Plan shall remain unchanged and in full force and effect and is hereby ratified and confirmed.

Adopted by the Corporation’s Board of Directors:	December 6, 2017
Adopted by the Corporation’s Stockholders:	December 6, 2017

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

SIXTH AMENDMENT TO THE URBAN COMPASS, INC.

THIRD AMENDED & RESTATED 2012 STOCK INCENTIVE PLAN

Effective October 22, 2018

Urban Compass, Inc., a Delaware corporation (the “Corporation”), adopted the Corporation’s Third Amended and Restated 2012 Stock Incentive Plan on September 24, 2013 (as amended, the “Plan”). Unless otherwise defined herein, all capitalized terms shall have the meaning set forth in the Plan.

Section 4(a) of the Plan shall be amended in its entirety to read as follows:

“(a) Number of Shares. Subject to adjustment under Section 9, Awards may be made under the Plan for up to 7,700,640 shares of Class A Common Stock, $0.0001 par value per share, of the Company (the “Common Stock”), any or all of which Awards may be in the form of Incentive Stock Options (as defined in Section 5(b)). If any Award expires or is terminated, surrendered or canceled without having been fully exercised, is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right), or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. Further, shares of Common Stock tendered to the Company by a Participant to exercise an Award or to satisfy tax withholding obligations arising with respect to an Award shall be added to the number of shares of Common Stock available for the grant of Awards under the Plan. However, in the case of Incentive Stock Options, the two immediately preceding sentences shall be subject to any limitations under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.”

Except as expressly amended hereby, the Plan shall remain unchanged and in full force and effect and is hereby ratified and confirmed.

Adopted by the Corporation’s Board of Directors:	September 26, 2018
Adopted by the Corporation’s Stockholders:	October 16, 2018

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

SEVENTH AMENDMENT TO THE URBAN COMPASS, INC.

THIRD AMENDED & RESTATED 2012 STOCK INCENTIVE PLAN

Effective July 25, 2019

Urban Compass, Inc., a Delaware corporation (the “Corporation”), adopted the Corporation’s Third Amended and Restated 2012 Stock Incentive Plan on September 24, 2013 (as amended, the “Plan”). Unless otherwise defined herein, all capitalized terms shall have the meaning set forth in the Plan.

Section 4(a) of the Plan shall be amended in its entirety to read as follows:

“(a) Number of Shares. Subject to adjustment under Section 9, Awards may be made under the Plan for up to 10,193,756 shares of Class A Common Stock, $0.0001 par value per share, of the Company (the “Common Stock”), any or all of which Awards may be in the form of Incentive Stock Options (as defined in Section 5(b)). If any Award expires or is terminated, surrendered or canceled without having been fully exercised, is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right), or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. Further, shares of Common Stock tendered to the Company by a Participant to exercise an Award or to satisfy tax withholding obligations arising with respect to an Award shall be added to the number of shares of Common Stock available for the grant of Awards under the Plan. However, in the case of Incentive Stock Options, the two immediately preceding sentences shall be subject to any limitations under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.”

Except as expressly amended hereby, the Plan shall remain unchanged and in full force and effect and is hereby ratified and confirmed.

Adopted by the Corporation’s Board of Directors:	July 25, 2019
Adopted by the Corporation’s Stockholders:	July 25, 2019

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Exhibit D

EIGHTH AMENDMENT TO THE URBAN COMPASS, INC.

THIRD AMENDED & RESTATED 2012 STOCK INCENTIVE PLAN

Effective March 12, 2020

Urban Compass, Inc., a Delaware corporation (the “Corporation”), adopted the Corporation’s Third Amended and Restated 2012 Stock Incentive Plan on September 24, 2013 (as amended, the “Plan”). Unless otherwise defined herein, all capitalized terms shall have the meaning set forth in the Plan.

Section 4(a) of the Plan shall be amended in its entirety to read as follows:

“(a) Number of Shares. Subject to adjustment under Section 9, Awards may be made under the Plan for up to 11,916,118 shares of Class A Common Stock, $0.0001 par value per share, of the Company (the “Common Stock”), any or all of which Awards may be in the form of Incentive Stock Options (as defined in Section 5(b)). If any Award expires or is terminated, surrendered or canceled without having been fully exercised, is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right), or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. Further, shares of Common Stock tendered to the Company by a Participant to exercise an Award or to satisfy tax withholding obligations arising with respect to an Award shall be added to the number of shares of Common Stock available for the grant of Awards under the Plan. However, in the case of Incentive Stock Options, the two immediately preceding sentences shall be subject to any limitations under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.”

Except as expressly amended hereby, the Plan shall remain unchanged and in full force and effect and is hereby ratified and confirmed.

Adopted by the Corporation’s Board of Directors:	March 12, 2020
Adopted by the Corporation’s Stockholders:	March 12, 2020

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

NINTH AMENDMENT TO THE URBAN COMPASS, INC.

THIRD AMENDED & RESTATED 2012 STOCK INCENTIVE PLAN

Effective September 9, 2020

Urban Compass, Inc., a Delaware corporation (the “Corporation”), adopted the Corporation’s Third Amended and Restated 2012 Stock Incentive Plan on September 24, 2013 (as amended, the “Plan”). Unless otherwise defined herein, all capitalized terms shall have the meaning set forth in the Plan.

Section 4(a) of the Plan shall be amended in its entirety to read as follows:

“(a) Number of Shares. Subject to adjustment under Section 9, Awards may be made under the Plan for up to 13,916,118 shares of Class A Common Stock, $0.0001 par value per share, of the Company (the “Common Stock”), any or all of which Awards may be in the form of Incentive Stock Options (as defined in Section 5(b)). If any Award expires or is terminated, surrendered or canceled without having been fully exercised, is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right), or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. Further, shares of Common Stock tendered to the Company by a Participant to exercise an Award or to satisfy tax withholding obligations arising with respect to an Award shall be added to the number of shares of Common Stock available for the grant of Awards under the Plan. However, in the case of Incentive Stock Options, the two immediately preceding sentences shall be subject to any limitations under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.”

Except as expressly amended hereby, the Plan shall remain unchanged and in full force and effect and is hereby ratified and confirmed.

Adopted by the Corporation’s Board of Directors: September 9, 2020

Adopted by the Corporation’s Stockholders: September 10, 2020

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

4 year vesting schedule, 1 year cliff

URBAN COMPASS, INC.

THIRD AMENDED & RESTATED

2012 STOCK INCENTIVE PLAN

NOTICE OF RESTRICTED STOCK UNIT AWARD

You (“Recipient”) have been granted Restricted Stock Units (“RSUs”) representing shares of the Class A Common Stock of Urban Compass, Inc. (the “Company”) on the following terms:

Name of Recipient:	«Name»
Total Number of RSUs Granted:	«TotalRSUs»
Date of Grant:	«DateGrant»
Vesting Commencement Date:	«VestComDate»1
Expiration Date:	«ExpirationDate»2
Vesting:	You will receive a benefit with respect to the RSU only if it vests on or before the Expiration Date specified above. The “Vesting Date” of an RSU will be the first date on or before the Expiration Date upon which the Vesting Requirement is satisfied with respect to that particular RSU.
Vesting Requirement:	The Vesting Requirement will be satisfied in installments as to the RSUs as follows provided you remain in Service through the applicable Vesting Date: (i) with respect to the first 12/48ths of the RSUs subject to this award on the 12 month anniversary of the Vesting Commencement Date specified above and (ii) with respect to an additional [1/48th of the RSUs subject to this award on each monthly] [3/48ths of the RSUs subject to this award on each quarterly] anniversary of the Vesting Commencement Date thereafter for the next 36 months.
Settlement:	Settlement of RSUs refers to the issuance of Shares once the RSU is vested. If an RSU vests as a result of satisfaction of the Vesting Requirement as described above, the Company will deliver one Share for each vested RSU subject to this award at the time of settlement specified in Section 4 of the Restricted Stock Unit Agreement. No fractional RSUs or rights for fractional Shares shall be created pursuant to this Notice of Grant.

¹  Consider uniform vesting dates (for instance, the first of the month) and quarterly vesting dates to facilitate settlement and limit the number of dates each year when withholding taxes have to be paid.

²  Ten years from the date of grant.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

By signing below or otherwise accepting this award in a manner acceptable to the Company, you and the Company agree that these RSUs are granted under and governed by the terms and conditions of this Notice of Restricted Stock Unit Award, the Third Amended & Restated 2012 Stock Incentive Plan (the “Plan”) and the Restricted Stock Unit Agreement. These latter two documents are attached to, and made a part of, this Notice of Restricted Stock Unit Award. Capitalized terms not otherwise defined herein or in the Restricted Stock Unit Agreement shall have the meaning set forth in the Plan. You hereby acknowledge that (i) this agreement supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof, including without limitation, the Offer Letter; and (ii) the vesting of the RSUs pursuant to this Notice of Restricted Stock Unit Award is conditioned on the satisfaction of the Vesting Requirement. Section 10 of the Restricted Stock Unit Agreement also includes important acknowledgements.

RECIPIENT:	URBAN COMPASS, INC.
	By:
Email Address:	Title:
Address for Mailing Stock Certificate (only applicable if the Company has certificated shares):

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

THE RSUS GRANTED PURSUANT TO THE NOTICE OF RESTRICTED STOCK UNIT AWARD AND THIS AGREEMENT AND THE SHARES ISSUABLE THEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

URBAN COMPASS, INC.

AMENDED AND RESTATED

2012 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

SECTION 1. GRANT OF RESTRICTED STOCK UNITS.

(a) Grant. On the terms and conditions set forth in the Notice of Restricted Stock Unit Award and this Agreement, the Company grants to you on the Date of Grant the number of RSUs set forth in the Notice of Restricted Stock Unit Award. Each RSU represents the right to receive one Share on the terms and conditions set forth in this Agreement.

(b) Consideration. No payment is required for the RSUs that have been granted to you.

(c) Nature of Units; No Rights As a Stockholder. Your RSUs are mere bookkeeping entries and represent only the Company’s unfunded and unsecured promise to issue Shares on a future date under specified conditions. As a holder of RSUs, you have no rights other than the rights of a general creditor of the Company. Your RSUs carry neither voting rights nor rights to cash dividends. You have no rights as a stockholder of the Company unless and until your RSUs are settled pursuant to Section 4.

(d) Stock Plan and Defined Terms. Your RSUs are granted pursuant to the Plan, a copy of which you acknowledge having received. The provisions of the Plan are incorporated into this Agreement by this reference. Certain capitalized terms are defined in Section 10 of this Agreement. Capitalized terms not otherwise defined herein or in the Notice of Restricted Stock Unit Award shall have the meanings set forth in the Plan.

SECTION 2. VESTING.

(a) Generally. The RSUs vest in accordance with the vesting schedule set forth in the Notice of Restricted Stock Unit Award. You will receive a benefit with respect to the RSU only if the Vesting Requirement is satisfied on or before the Expiration Date. Your RSUs will not vest (in whole or in part) if such requirement is not satisfied on or before the Expiration Date.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(b) Termination of Service. If your Service terminates for any reason, all RSUs as to which the Vesting Requirement has not been satisfied as of your termination date shall automatically terminate and be cancelled on the date that is 30 days after your termination date (such 30-day period, the “Post-Termination Period”). Except as provided in Subsection (c) below and in this Section 2(b), you will not satisfy the Vesting Requirement for any additional RSUs after your Service has terminated for any reason. Upon your termination of Service, any RSUs as to which the Vesting Requirement has been satisfied will remain outstanding until the first to occur of settlement or the Expiration Date. Upon a termination of one or more RSUs pursuant to this Section 2, you will have no further right with respect to such RSUs or the Shares previously allocated thereto.

(c) Additional Vesting Credit After Termination of Service. To the extent the Vesting Requirement is not fully satisfied when your Service terminates, the Board of Directors may, during the Post-Termination Period, take action to cause the Vesting Requirement to be satisfied with respect to additional RSUs. In no event will the Vesting Requirement be satisfied after termination of your Service unless the Board of Directors takes affirmative action pursuant to the preceding sentence or unless expressly provided in a written agreement between you and the Company.

(d) Expiration of RSUs. To the extent the Vesting Requirement is not satisfied on or before the Expiration Date set forth in the Notice of Restricted Stock Unit Award, all RSUs as to which the Vesting Requirement had not been satisfied shall automatically terminate and be cancelled upon such date.

(e) Part-Time Employment and Leaves of Absence. If you commence working on a part-time basis, then the Company may adjust the Vesting Requirement set forth in the Notice of Restricted Stock Unit Award. If you go on a leave of absence, then, to the extent permitted by applicable law, the Company may adjust or suspend the Vesting Requirement set forth in the Notice of Restricted Stock Unit Award. Except as provided in the preceding sentence, Service shall be deemed to continue for any purpose under this Agreement while you are on a bona fide leave of absence approved by the Company in writing. Service shall be deemed to terminate when such leave ends, unless you immediately return to active work when such leave ends.

SECTION 3. RESTRICTIONS APPLICABLE TO RSUS.

Except as otherwise provided in or pursuant to this Agreement or the Plan, these RSUs and the rights and privileges conferred hereby shall not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of by you prior to the settlement of the RSUs. However, you may designate a third party who, in the event of your death, shall thereafter be entitled to receive any distribution of Shares to which you were entitled at the time of your death pursuant to this Agreement by delivering a written beneficiary designation to the Company’s headquarters on the prescribed form before your death. If you deliver no such beneficiary designation or if your designated beneficiaries do not survive you, your estate will receive payments in respect of any vested RSUs.

2

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

SECTION 4. SETTLEMENT OF RSUS.

(a) Settlement Date. Upon or following a Vesting Date with respect to a particular RSU, the Company will settle the RSU by one Share for that RSU. RSUs shall be settled no later than March 15 of the calendar year following the calendar year in which a Vesting Date occurs. You will not be permitted, directly or indirectly, to select the calendar year of settlement. Settlement means the delivery of the Shares vested under an RSU. Settlement of vested RSUs shall occur whether or not you are in Service at the time of settlement.

(b) Form of Delivery. The form of any delivery of Shares (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.

(c) Legality of Issuance. No Shares shall be issued to you upon settlement of these RSUs unless and until the Company has determined that (i) you and the Company have taken any actions required to register the Shares under the Securities Act or to perfect an exemption from the registration requirements thereof; (ii) any applicable listing requirement of any stock exchange or other securities market on which Stock is listed has been satisfied; and (iii) any other applicable provision of federal, State or foreign law has been satisfied. The Company shall have no liability to issue Shares in respect of the RSUs unless it is able to do so in compliance with applicable law.

SECTION 5. TAXES.

(a) Withholding Taxes. No consideration will be paid to you in respect of this award unless you have made arrangements satisfactory to the Company and/or the Parent or Subsidiary employing you (your “Employer”) for the payment of all applicable federal, State, local and foreign income and employment withholding taxes which arise in connection with the vesting and/or settlement of these RSUs (the “Withholding Taxes”). To the extent that you fail to make such arrangements with respect to these RSUs, then you will permanently forfeit such RSUs. At the discretion of the Company, these arrangements may include (i) withholding from other compensation or amounts that are owed to you by your Employer, (ii) payment in cash, (iii) if the Stock is publicly traded, payment from the proceeds of the sale of shares through a Company-approved broker through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf and you hereby authorize such sales by this authorization), (iv) withholding a number of Shares that otherwise would be issued to you when the RSUs are settled, or (v) any other method permitted by the Company. If the Withholding Taxes are satisfied pursuant to clause (iv), you will be deemed to have been issued the full number of Shares subject to the RSUs and the Fair Market Value of the withheld Shares, determined as of the date when taxes otherwise would have been withheld in cash, will be applied to the Withholding Taxes and such amount will be remitted to appropriate tax authorities by the Company or your Employer. You acknowledge that the responsibility for all Withholding Taxes is yours and may exceed the amount actually withheld by the Company or your Employer.

(b) Section 409A. The settlement of these RSUs is intended to comply with the requirements of Code Section 409A and shall be administered and interpreted in a manner that complies with such requirements so that this award is not subject to additional tax or interest under Code Section 409A. To the extent that any provision of this Agreement is ambiguous as

3

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

to its compliance with Code Section 409A, the provision shall be read in such a manner so that all payments hereunder comply with Code Section 409A. In this regard, to the extent necessary to comply with Code Section 409A, any reference to your “termination of employment” or similar terms will mean your “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i) (a “Separation”). In addition, if this award is payable upon your Separation and you are a “specified employee” of the Company or any affiliate thereof within the meaning of Code Section 409A(a)(2)(B)(i) on the day of your Separation, then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after your Separation, or (ii) your death, but only to the extent such delay is necessary so that this award is not subject to additional tax or interest under Code Section 409A. Each installment of your RSUs that vests is intended to constitute a separate payment for purposes of Code Section 409A.

SECTION 6. RESTRICTIONS APPLICABLE TO SHARES.

(a) Securities Law Restrictions. Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities Act or have been registered or qualified under the securities laws of any State or other relevant jurisdiction, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on the stock certificates (or electronic equivalent) or the imposition of stop-transfer instructions) and may refuse (or may be required to refuse) to transfer Shares acquired hereunder (or Shares proposed to be transferred in a subsequent transfer) if, in the judgment of the Company, such restrictions, legends or refusal are necessary or appropriate to achieve compliance with the Securities Act or other relevant securities or other laws, including without limitation under Regulation S of the Securities Act or pursuant to another available exemption from registration. You (or the beneficiary or your personal representative in the event of your death or incapacity, as the case may be) shall deliver to the Company any representations or other documents or assurances as the Company may deem necessary or reasonably desirable to ensure compliance with all applicable legal and regulatory requirements.

(b) Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, you or a Transferee shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Agreement without the prior written consent of the Company or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall such period exceed 180 days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports or (ii) analyst recommendations and opinions, including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule 472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off shall in any event terminate two years after the date of

4

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Section 6(b). This Section 6(c) shall not apply to Shares registered in the public offering under the Securities Act.

(c) Investment Intent at Grant. You represent and agree that the Shares to be acquired upon settlement of these RSUs will be acquired for investment, and not with a view to the sale or distribution thereof.

(d) Investment Intent at Settlement. In the event that the sale of Shares under the Plan is not registered under the Securities Act but an exemption is available that requires an investment representation or other representation, you shall represent and agree at the time of issuance that the Shares being acquired upon settlement of these RSUs are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel, including, at the time of settlement, such representations as required by Regulation S of the Securities Act (if the Company is relying on such exemption).

(e) Rights of the Company. The Company shall not be required to (i) transfer on its books any Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Shares, or otherwise to accord voting, dividend or liquidation rights to, any Transferee to whom the Shares have been transferred in contravention of this Agreement.

(f) Legends. All certificates evidencing the Shares issued under this Agreement shall bear the following legend:

“THE SHARES REPRESENTED HEREBY (AND ANY INTEREST THEREIN) MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF THE RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO WHICH SUCH SHARES WERE ACQUIRED. THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN SUCH RESTRICTED STOCK UNIT AGREEMENT. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH RESTRICTED STOCK UNIT AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.”

All certificates evidencing Shares issued under this Agreement in an unregistered transaction shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law):

5

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY SECURITIES LAWS OF ANY U.S. STATE, AND MAY NOT BE SOLD, REOFFERED, PLEDGED, ASSIGNED, ENCUMBERED OR OTHERWISE TRANSFERRED OR DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY (CONFIRMED BY OPINION OF COUNSEL) OF AN ALTERNATIVE EXEMPTION FROM REGISTRATION UNDER THE ACT (INCLUDING WITHOUT LIMITATION IN ACCORDANCE WITH REGULATION S UNDER THE ACT), THESE SHARES MAY NOT BE SOLD, REOFFERED, PLEDGED, ASSIGNED, ENCUMBERED OR OTHERWISE TRANSFERRED OR DISPOSED OF. HEDGING TRANSACTIONS INVOLVING THESE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

(g) Removal of Legends. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares issued under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.

(h) Administration. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 6 shall be conclusive and binding on you and all other persons.

SECTION 7. ADJUSTMENT OF SHARES.

In the event of any transaction described in Section 9(a) of the Plan, the terms of these RSUs (including, without limitation, the number and kind of shares subject to these RSUs) shall be adjusted as set forth in Section 9(a) of the Plan. In the event that the Company is a party to a Reorganization Event or in the event of a sale of all or substantially all of the Company’s assets, these RSUs shall be subject to the treatment provided by the Board of Directors in its sole discretion, as provided in Section 9(b) of the Plan; provided, however, that any action taken must either preserve the exemption of your RSUs from Code Section 409A or comply with Code Section 409A. Any additional RSUs and any new, substituted or additional shares, cash or other property that become subject to this award as a result of any such transaction shall be subject to the same conditions and restrictions as applicable to the RSUs to which they relate.

SECTION 8. CONVERSION OF SHARES TO NONVOTING SHARES.

At such time as deemed necessary or advisable by the Company (including any officer of the Company and any employee on the Company’s equity administration team or such other team that performs similar functions) to comply with Part 175.22 of the New York Real Estate Licensing Law, any similar or successor rule or statue of New York or any similar law, rule or statute of any other jurisdiction (the “Regulation”), or at such time you notify the Company that you are subject to the Regulation, any Shares issued to you upon the settlement of

6

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

these RSUs shall automatically be converted, with no further action by you, into an equal number of shares of nonvoting Class B Common Stock, $0.0001 par value per share, of the Company (“Nonvoting Shares”). To effectuate such conversion to Nonvoting Shares, you hereby constitute and appoint each officer and director of the Company as your agent and attorney-in-fact for purposes of executing or approving such documents, and taking such actions, as may be deemed necessary or advisable by such agent and attorney-in-fact with respect to the conversion of such Shares. This power of attorney, being coupled with an interest, is irrevocable and shall survive your death, disability or incapacitation.

SECTION 9. MISCELLANEOUS PROVISIONS.

(a) No Retention Rights. Nothing in this Agreement or in the Plan shall confer upon you the right to remain in Service in any capacity for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining you) or you, which rights are hereby expressly reserved by each, to terminate your Service at any time and for any reason, with or without cause.

(b) Notice. Any notice required by the terms of this Agreement shall be given in writing. It shall be deemed effective upon (i) personal delivery, (ii) deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid, (iii) deposit with Federal Express Corporation, with shipping charges prepaid or (iv) deposit with any internationally recognized express mail courier service, with shipping charges prepaid. Notice shall be addressed to the Company at its principal executive office and to you at the address that you most recently provided to the Company in accordance with this Section 9(b). In addition, to the extent required or permitted pursuant to rules established by the Company from time to time, notices may be delivered electronically.

(c) Modifications and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by you and by an authorized officer of the Company (other than you). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(d) Entire Agreement. The Notice of Restricted Stock Unit Award, this Agreement and the Plan constitute the entire understanding between you and the Company regarding the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof, including without limitation, the Offer Letter.

(e) Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State.

(f) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law,

7

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

(g) Successors and Assigns. Except as otherwise expressly provided to the contrary, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and be binding upon you and your legal representatives, heirs, legatees, distributees, assigns and transferees by operation of law, whether or not any such person has become a party to this Agreement or has agreed in writing to join herein and to be bound by the terms, conditions and restrictions hereof.

SECTION 10. ACKNOWLEDGEMENTS.

In addition to the other terms, conditions and restrictions imposed on your RSUs and the Shares issuable upon settlement of your RSUs pursuant to this Agreement and the Plan, you expressly acknowledge being subject to Section 6 (Restrictions Applicable to Shares, including without limitation the Market Stand-Off), as well as the following provisions:

(a) Tax Consequences. You acknowledge that there will be tax consequences upon vesting and/or settlement of the RSUs and/or disposition of the Shares, if any, received hereunder, and you should consult a tax adviser regarding your tax obligations prior to such event. You acknowledge that the Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or acquisition or sale of Shares subject to this award. You are hereby advised to consult with your own personal tax, legal, and financial advisors regarding your participation in the Plan. You further acknowledge that the Company (i) makes no representations or undertakings regarding the tax treatment of the award of RSUs, including, but not limited to the grant, vesting, or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such RSUs, and the receipt of any dividends; and (ii) does not commit to and is under no obligation to structure the terms of the grant of the RSUs to reduce or eliminate your tax liability or achieve any particular tax result. You agree that the Company does not have a duty to design or administer the RSUs, the Plan or its other compensation programs in a manner that minimizes your tax liability. You shall not make any claim against the Company or its Board of Directors, officers, or employees related to tax matters arising from this award or your other compensation.

(b) Electronic Delivery of Documents. You acknowledge and agree that the Company may, in its sole discretion, deliver all documents relating the Company, the Plan or these RSUs and all other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that may be required by the Securities and Exchange Commission) by email or other means of electronic transmission (including by posting them on a website maintained by the Company or a third party under contract with the Company). You acknowledge that you may incur costs in connection with any such delivery by means of electronic transmission, including the cost of accessing the internet and printing fees, and that an interruption of internet access may interfere with his or her ability to access the documents.

8

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(c) Plan Discretionary. You understand and acknowledge that (i) the Plan is entirely discretionary, (ii) the Company and your employer have reserved the right to amend, suspend or terminate the Plan at any time, (iii) the grant of the RSUs does not in any way create any contractual or other right to receive additional grants of RSUs (or benefits in lieu of RSUs) at any time or in any amount and (iv) all determinations with respect to any additional grants, including (without limitation) the times when RSUs will be granted, the number of Shares offered, and the vesting schedule, will be at the sole discretion of the Company.

(d) Termination of Service. You understand and acknowledge that participation in the Plan ceases upon termination of your Service for any reason, except as may explicitly be provided otherwise in the Plan or this Agreement.

(e) Extraordinary Compensation. The value of your RSUs and the Shares issuable thereunder shall be an extraordinary item of compensation outside the scope of your employment contract, if any, and shall not be considered a part of your normal or expected compensation for purposes of calculating severance, resignation, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

(f) Authorization to Disclose. You hereby authorize and direct your employer to disclose to the Company or any Subsidiary any information regarding your employment, the nature and amount of your compensation and the fact and conditions of your participation in the Plan, as your employer deems necessary or appropriate to facilitate the administration of the Plan.

(g) Personal Data Authorization. You consent to the collection, use and transfer of personal data as described in this Subsection (g). You understand and acknowledge that the Company, your employer and the Company’s other Subsidiaries hold certain personal information regarding you for the purpose of managing and administering the Plan, including (without limitation) your name, home address, telephone number, date of birth, social insurance number, salary, nationality, job title, any Shares or directorships held in the Company and details of all RSUs or any other entitlements to Shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (the “Data”). You further understand and acknowledge that the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of your participation in the Plan and that the Company and/or any Subsidiary may each further transfer Data to any third party assisting the Company in the implementation, administration and management of the Plan. You understand and acknowledge that the recipients of Data may be located in the United States or elsewhere. You authorize such recipients to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering your participation in the Plan, including a transfer to any broker or other third party with whom you elect to deposit Shares acquired under the Plan of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf. You may, at any time, view the Data, require any necessary modifications of Data or withdraw the consents set forth in this Subsection (g) by contacting the Company in writing.

9

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

SECTION 11. DEFINITIONS.

(a) “Agreement” means this Restricted Stock Unit Agreement.

(b) “Board of Directors” means the Board of Directors of the Company, as constituted from time to time or, if a Committee has been appointed, such Committee.

(c) “Code” means the Internal Revenue Code of 1986, as amended.

(d) “Company” means Urban Compass, Inc., a Delaware corporation.

(e) “Date of Grant” means the date specified in the Notice of Restricted Stock Unit Award, which date shall be the later of (i) the date on which the Board of Directors resolved to grant these RSUs or (ii) your first date of Service.

(f) “Expiration Date” means the expiration date of the RSUs as set forth in the Notice of Restricted Stock Unit Award.

(g) “Offer Letter” means the employment offer letter, by and between you and the Company.

(h) “Plan” means the Urban Compass, Inc. Third Amended & Restated 2012 Stock Incentive Plan, as in effect on the Date of Grant.

(i) “RSUs” means the Restricted Stock Units granted to you by the Company as set forth in the Notice of Restricted Stock Unit Award.

(j) “Service” means service as an Employee, Consultant or Outside Director. In the event of any dispute over whether and when Service has terminated, the Board of Directors shall have sole discretion to determine whether such termination has occurred and the effective date of such termination.

(k) “Transferee” means any person to whom you have directly or indirectly transferred any Shares acquired under this Agreement.

(l) “Vesting Requirement” means the requirement to provide Service over the period of time set forth in the Notice of Restricted Stock Unit Award.

10

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Hello,

Please find a stock option agreement as approved by the Board of Urban Compass, Inc. d/b/a Compass (“Compass”) on ###GRANT_DATE###. By signing this stock option agreement, you are not agreeing to purchase any common shares of Compass. Rather, you are agreeing that you have the right to purchase common shares of Compass at a price of ###GRANT_PRICE### per common share, subject to all of the terms of the agreement. The total number of common shares under your option is stated in the first paragraph of the attached stock option agreement.*** Also attached are: (1) an FAQ about Compass equity, (2) an informational memorandum about our Stock Incentive Plan, including a brief summary of the tax consequences in connection with exercising your stock option, and the information described in Rules 701(e)(2), (3), (4) and (5) under the Securities Act of 1933, as amended (the “Securities Act”), and (3) the current Stock Incentive Plan. If you have any questions after reading the attachments, please feel free to send them to equity@compass.com.

Best,

The Compass Equity Team

URBAN COMPASS, INC.

Nonstatutory Stock Option Agreement (Early Exercise)

Granted Under the Third Amended & Restated 2012 Stock Incentive Plan

1. Grant of Option.

This agreement evidences the grant by Urban Compass, Inc., a Delaware corporation (the “Company”), on ###GRANT_DATE### (the “Grant Date”) to ###PARTICIPANT_NAME###, an employee, consultant or director of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s Third Amended & Restated 2012 Stock Incentive Plan (as amended, the “Plan”), a total of ###TOTAL_AWARDS### shares (the “Shares”) of Class A Common Stock, $0.0001 par value per share, of the Company (“Common Stock”) at ###GRANT_PRICE### per Share (the “Exercise Price”). Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on ###EXPIRY_DATE### (the “Final Exercise Date”).

It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

2. Vesting Schedule.

This option will be exercisable at any time after the Grant Date for all or any part of the Shares subject to this option. The Shares subject to this option shall initially be Restricted Shares subject to the Company’s Right of Repurchase until the Right of Repurchase lapses (i.e., the Shares “vest”). The Right of Repurchase shall lapse as to [25% of the original number of Shares on the first anniversary of the Vesting Commencement Date (as defined below) and as to an additional 1/48^th of the original number of Shares at the end of each successive month following the first anniversary of the Vesting Commencement Date until the fourth anniversary of the Vesting Commencement Date]. On the [fourth] anniversary of the Vesting Commencement Date, all of the Shares subject to this option will be vested and no longer subject to the Right of Repurchase. For purposes of this Agreement, “Vesting Commencement Date” shall mean ###ALTERNATIVE_VEST_BASE_DATE###.

3. Exercise of Option.

(a) Form of Exercise. Each election to exercise this option shall be accompanied by (i) a completed Notice of Stock Option Exercise in the form attached hereto as Exhibit A, signed by the Participant, and received by the Company at its principal office, (ii) if requested by the Company, a counterpart signature page to that certain Seventh Amended and Restated Voting Agreement, dated as of July 26, 2019, as the same may be amended from time to time, signed by the Participant, and received by the Company at its principal office, (iii) if requested by the Company, a counterpart signature page to that certain Second Amended and Restated First Refusal and Co-Sale Agreement, dated as of July 26, 2019, as the same may be amended from time to time, signed by the Participant, and received by the Company at its principal office, (iv) this agreement, and (v) payment in full in the manner provided in the Plan. The Participant may purchase less than the number of Shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee or officer of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “Eligible Participant”).

(c) Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option for Shares that are not Restricted Shares on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon such violation.

(d) Exercise Period Upon Death or Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date.

(e) Termination for Cause. If, prior to the Final Exercise Date, the Participant’s employment or other relationship with the Company is terminated by the Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment or other relationship. If, prior to the Final Exercise Date, the Participant is given notice by the Company of the termination of his or her employment or other relationship by the Company for Cause, and the effective date of such employment or other termination is subsequent to the date of the delivery of such notice, the right to exercise this option shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s employment or other relationship shall not be terminated for Cause as provided in such notice or (ii) the effective date of such termination of employment or other relationship (in which case the right to exercise this option shall, pursuant to the preceding sentence, terminate immediately upon the effective date of such termination of employment or other relationship). If the Participant is party to an employment, consulting or severance agreement with the Company that contains a definition of “cause” for termination of employment or other relationship, “Cause” shall have the meaning ascribed to such term in such agreement. Otherwise, “Cause” shall mean willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant’s employment or other relationship shall be considered to have been terminated for “Cause” if the Company determines, within 30 days after the Participant’s resignation, that termination for Cause was warranted.

4. Company Right of Repurchase.

(a) Scope of Repurchase Right. Until they vest in accordance with Section 2, the Shares acquired under this Agreement shall be “Restricted Shares” and shall be subject to the Company’s right to repurchase Restricted Shares set forth in this Section 4 (the “Right of Repurchase”). The Company, however, may decline to exercise its Right of Repurchase or may exercise its Right of Repurchase only with respect to a portion of the Restricted Shares. The Company may exercise its Right of Repurchase only during the period of 90 consecutive days commencing on the date when the Participant ceases to be an Eligible Participant for any reason, including (without limitation) death or disability (the “Repurchase Period”), but the Right of Repurchase may be exercised automatically under Subsection (c) below. If the Right of Repurchase is exercised, the Company shall pay the Participant an amount equal to the lower of (i) the Exercise Price of each Restricted Share being repurchased or (ii) the Fair Market Value of such Restricted Share at the time the Right of Repurchase is exercised.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(b) Escrow. Upon issuance, the certificate(s) for Restricted Shares shall be deposited in escrow with the Company to be held in accordance with the provisions of this Agreement. Any additional or exchanged securities or other property described in Subsection (e) below shall immediately be delivered to the Company to be held in escrow. Restricted Shares, together with any other assets held in escrow under this Agreement, shall be (i) surrendered to the Company for repurchase upon exercise of the Right of Repurchase or the Right of First Refusal or (ii) released to the Participant upon his or her request to the extent that the Shares have ceased to be Restricted Shares (but not more frequently than once every six months). In any event, all shares that have ceased to be Restricted Shares, together with any other vested assets held in escrow under this Agreement, shall be released within 90 days after the earlier of (i) the Participant ceasing to be an Eligible Participant or (ii) the lapse of the Right of First Refusal.

(c) Exercise of Repurchase Right. The Company shall be deemed to have exercised its Right of Repurchase automatically for all Restricted Shares as of the commencement of the Repurchase Period, unless the Company during the Repurchase Period notifies the holder of the Restricted Shares at the holder’s most recent address on file with the Company that the Company will not exercise its Right of Repurchase for some or all of the Restricted Shares. The Company shall pay to the holder of the Restricted Shares the purchase price determined under Subsection (a) above for the Restricted Shares being repurchased. Payment shall be made in cash or cash equivalents and/or by canceling indebtedness to the Company incurred by the Participant in the purchase of the Restricted Shares. The certificate(s) representing the Restricted Shares being repurchased shall be delivered to the Company.

(d) Termination of Rights as Stockholder. If the Right of Repurchase is exercised in accordance with this Section 4 and the Company makes available the consideration for the Restricted Shares being repurchased, then the person from whom the Restricted Shares are repurchased shall no longer have any rights as a holder of the Restricted Shares (other than the right to receive payment of such consideration). Such Restricted Shares shall be deemed to have been repurchased pursuant to this Section 4, whether or not the certificate(s) for such Restricted Shares have been delivered to the Company or the consideration for such Restricted Shares has been accepted.

(e) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company, a sale of all or substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Restricted Shares shall immediately be subject to the Right of Repurchase. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Restricted Shares. Appropriate adjustments shall also be made to the price per share to be paid upon the exercise of the Right of Repurchase, provided that the aggregate purchase price payable for the Restricted Shares shall remain the same. In the event of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, the Right of Repurchase may be exercised by the Company’s successor.

(f) Transfer of Restricted Shares. The Participant shall not transfer, assign, encumber or otherwise dispose of any Restricted Shares without the Company’s written consent, except as provided in the following sentence. The Participant may transfer Restricted Shares to one or more members of the Participant’s Immediate Family or to a trust established by the Participant for the benefit of the Participant and/or one or more members of the Participant’s Immediate Family, provided in either case that the transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the Participant transfers any Restricted Shares, then this Agreement shall apply to the transferee to the same extent as to the Participant. For purposes of this Agreement, “Immediate Family” shall mean any child, stepchild, grandchild or other lineal descendant, any parent, stepparent, grandparent or other ancestor, any spouse, former spouse, sibling, niece, nephew, uncle, aunt, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, or any Spousal Equivalent (as defined in the Company’s Amended and Restated Bylaws, as may be amended and/or restated from time to time).

(g) Assignment of Repurchase Right. The Company’s Board of Directors (the “Board”) may freely assign the Company’s Right of Repurchase, in whole or in part. Any person who accepts an assignment of the Right of Repurchase from the Company shall assume all of the Company’s rights and obligations under this Section 4.

5. Company Right of First Refusal.

(a) Notice of Proposed Transfer. If the Participant proposes to sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively, “transfer”) any Shares acquired upon exercise of this option, then the Participant shall first give written notice of the proposed transfer (the “Transfer Notice”) to the Company. The Transfer Notice shall name the proposed transferee and state the number of such Shares the Participant proposes to transfer (the “Offered Shares”), the price per share and all other material terms and conditions of the transfer.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(b) Company Right to Purchase. For 30 days following its receipt of such Transfer Notice, the Company shall have the option to purchase all or part of the Offered Shares at the price and upon the terms set forth in the Transfer Notice. In the event the Company elects to purchase all or part of the Offered Shares, it shall give written notice of such election to the Participant within such 30-day period. Within 10 days after his or her receipt of such notice, the Participant shall tender to the Company at its principal offices the certificate or certificates representing the Offered Shares to be purchased by the Company, duly endorsed in blank by the Participant or with duly endorsed stock powers attached thereto, all in a form suitable for transfer of the Offered Shares to the Company. Promptly following receipt of such certificate or certificates, the Company shall deliver or mail to the Participant a check in payment of the purchase price for such Offered Shares; provided that if the terms of payment set forth in the Transfer Notice were other than cash against delivery, the Company may pay for the Offered Shares on the same terms and conditions as were set forth in the Transfer Notice; and provided further that any delay in making such payment shall not invalidate the Company’s exercise of its option to purchase the Offered Shares.

(c) Shares Not Purchased By Company. If the Company does not elect to acquire all of the Offered Shares, the Participant may, within the 30-day period following the expiration of the option granted to the Company under subsection (b) above, transfer the Offered Shares which the Company has not elected to acquire to the proposed transferee, provided that such transfer shall not be on terms and conditions more favorable to the transferee than those contained in the Transfer Notice. Notwithstanding any of the above, all Offered Shares transferred pursuant to this Section 5 shall remain subject to the right of first refusal set forth in this Section 5 and such transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Section 5.

(d) Consequences of Non-Delivery. After the time at which the Offered Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Participant on account of such Offered Shares or permit the Participant to exercise any of the privileges or rights of a stockholder with respect to such Offered Shares, but shall, insofar as permitted by law, treat the Company as the owner of such Offered Shares.

(e) Exempt Transactions. The following transactions shall be exempt from the provisions of this Section 5:

(1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit;

(2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act;

(3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); and

(4) any transfer in exchange for Nonvoting Shares (as defined below) in accordance with Section 10;

provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 5 and in the case of an exchange pursuant to clause (4) above, any Nonvoting Shares issued in exchange for the Shares shall be deemed to be “Shares” pursuant to this Agreement and shall be subject to all the terms and conditions of this Agreement, including without limitation the right of first refusal in this Section 5.

(f) Assignment of Company Right. The Company may assign its rights to purchase Offered Shares under this Section 5, in general or with respect to any particular transaction, to one or more persons or entities.

(g) Termination. The provisions of this Section 5 shall terminate upon the earlier of the following events:

(1) the closing of the sale of shares of Common Stock in an underwritten public offering pursuant to an effective registration statement filed by the Company under the Securities Act; or

(2) the sale of all or substantially all of the outstanding shares of capital stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise (other than a merger or consolidation in which all or substantially all of the individuals and entities who were beneficial owners of the Company’s voting securities immediately prior to such transaction beneficially own, directly or indirectly, more than 75% (determined on an as-converted basis) of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction).

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(h) No Obligation to Recognize Invalid Transfer. The Company shall not be required (1) to transfer on its books any of the Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Section 5, or (2) to treat as owner of such Shares or to pay dividends to any transferee to whom any such Shares shall have been so sold or transferred.

(i) Legends. The certificate representing Shares shall bear legends substantially in the following form (in addition to, or in combination with, any legend required by applicable federal and state securities laws and agreements relating to the transfer of the Company securities):

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL IN FAVOR OF THE COMPANY, AS PROVIDED IN A CERTAIN STOCK OPTION AGREEMENT WITH THE COMPANY.

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE BYLAWS OF THE CORPORATION. COPIES OF THE BYLAWS OF THE CORPORATION MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.”

(j) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company, a sale of all or substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 5 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 5.

6. Agreement in Connection with Initial Public Offering.

The Participant agrees, in connection with the initial underwritten public offering of the Common Stock pursuant to a registration statement under the Securities Act, (i) not to (a) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any other securities of the Company or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of shares of Common Stock or other securities of the Company, whether any transaction described in clause (a) or (b) is to be settled by delivery of securities, in cash or otherwise, during the period beginning on the date of the filing of such registration statement with the Securities and Exchange Commission and ending 180 days after the date of the final prospectus relating to the offering (plus up to an additional 34 days to the extent requested by the managing underwriters for such offering in order to address FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4) or any similar successor provision), and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering. The Company may impose stop-transfer instructions with respect to the shares of Common Stock or other securities subject to the foregoing restriction until the end of the “lock-up” period.

7. Withholding.

No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.

8. Transfer Restrictions.

(a) This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(b) The Participant agrees that he or she will not transfer any Shares issued pursuant to the exercise of this option unless the transferee, as a condition to such transfer, delivers to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of Section 4, Section 5 and Section 6; provided that such a written confirmation shall not be required with respect to (1) Section 5 after such provision has terminated in accordance with Section 5(g) or (2) Section 6 after the completion of the lock-up period in connection with the Company’s initial underwritten public offering.

(c) Notwithstanding Section 8(b), if any Shares issued pursuant to the exercise of this option are converted into Nonvoting Shares (as defined below) in accordance with Section 10, such Nonvoting Shares shall be subject to all of the terms and conditions of this Agreement, including without limitation Section 4, Section 5 and Section 6 (each, to the extent then applicable).

(d) The Shares acquired under this Agreement shall be subject to the transfer restrictions in Article X of the Company’s Amended and Restated Bylaws in addition to, and not in limitation of, the provisions of Section 5 of this Agreement.

9. Provisions of the Plan.

This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option.

10. Conversion of Shares to Nonvoting Shares

At such time as deemed necessary or advisable by the Company (including any officer of the Company and any employee on the Company’s equity administration team or such other team that performs similar functions) to comply with Part 175.22 of the New York Real Estate Licensing Law, any similar or successor rule or statue of New York or any similar law, rule or statute of any other jurisdiction (the “Regulation”), or at such time the Participant notifies the Company that such Participant is subject to the Regulation, any Shares issued pursuant to the exercise of this option shall automatically be converted, with no further action by the Participant, into an equal number of shares of nonvoting Class B Common Stock, $0.0001 par value per share, of the Company (“Nonvoting Shares”). To effectuate such conversion to Nonvoting Shares, the Participant hereby constitutes and appoints each officer and director of the Company as his, her or its agent and attorney-in-fact for purposes of executing or approving such documents, and taking such actions, as may be deemed necessary or advisable by such agent and attorney-in-fact with respect to the conversion of such Shares. This power of attorney, being coupled with an interest, is irrevocable and shall survive the death, disability or incapacitation of the Participant.

11. Miscellaneous.

(a) Entire Agreement. This Agreement and the Plan constitute the entire contract between the Participant and the Company with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

(b) Modifications and Waivers. No provision of this Agreement shall be modified, waiver or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Participant and an authorized officer of the Company (other than the Participant). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument.

URBAN COMPASS, INC.

By: ###SIGNATURE###

Name: Robert Reffkin

Title: CEO

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s Third Amended & Restated 2012 Stock Incentive Plan.

PARTICIPANT:
Name: ###PARTICIPANT_NAME###
Address:	###HOME_ADDRESS###
	###ACCEPTANCE_DATE###

Reminder: Please review the provided attachments below.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Hello,

Please find a stock option agreement as approved by the Board of Urban Compass, Inc. d/b/a Compass (“Compass”) on ###GRANT_DATE###. By signing this stock option agreement, you are not agreeing to purchase any common shares of Compass. Rather, you are agreeing that you have the right to purchase common shares of Compass at a price of ###GRANT_PRICE### per common share, subject to all of the terms of the agreement. The total number of common shares under your option is stated in the first paragraph of the attached stock option agreement.*** Also attached are: (1) an FAQ about Compass equity, (2) an informational memorandum about our Stock Incentive Plan, including a brief summary of the tax consequences in connection with exercising your stock option, and the information described in Rules 701(e)(2), (3), (4) and (5) under the Securities Act of 1933, as amended (the “Securities Act”), and (3) the current Stock Incentive Plan. If you have any questions after reading the attachments, please feel free to send them to equity@compass.com.

Best,

The Compass Equity Team

URBAN COMPASS, INC.

Nonstatutory Stock Option Agreement (Installment Exercise)

Granted Under the Third Amended & Restated 2012 Stock Incentive Plan

1. Grant of Option.

This agreement evidences the grant by Urban Compass, Inc., a Delaware corporation (the “Company”), on ###GRANT_DATE### (the “Grant Date”) to ###PARTICIPANT_NAME###, an employee, consultant or director of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s Third Amended & Restated 2012 Stock Incentive Plan (as amended, the “Plan”), a total of ###TOTAL_AWARDS### shares (the “Shares”) of Class A Common Stock, $0.0001 par value per share, of the Company (“Common Stock”) at ###GRANT_PRICE### per Share (the “Exercise Price”). Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on ###EXPIRY_DATE### (the “Final Exercise Date”).

It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

2. Vesting Schedule.

This option will become exercisable (i.e., “vest”) as to [25% of the original number of Shares on the first anniversary of the Vesting Commencement Date (as defined below) and as to an additional 1/48^th of the original number of Shares at the end of each successive month following the first anniversary of the Vesting Commencement Date until the fourth anniversary of the Vesting Commencement Date]. On the [fourth anniversary of the Vesting Commencement Date], this option will be vested and exercisable for all of the Shares. For purposes of this Agreement, “Vesting Commencement Date” shall mean ###ALTERNATIVE_VEST_BASE_DATE###.

The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible, it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan.

3. Exercise of Option.

(a) Form of Exercise. Each election to exercise this option shall be accompanied by (i) a completed Notice of Stock Option Exercise in the form attached hereto as Exhibit A, signed by the Participant, and received by the Company at its principal office, (ii) if requested by the Company, a counterpart signature page to that certain Seventh Amended and Restated Voting Agreement, dated as of July 26, 2019, as the same may be amended from time to time, signed by the Participant, and received by the Company at its principal office, (iii) if requested by the Company, a counterpart signature page to that certain Second Amended and Restated First Refusal and Co-Sale Agreement, dated as of July 26, 2019, as the same may be amended from time to time, signed by the Participant, and received by the Company at its principal office, (iv) this agreement, and (v) payment in full in the manner provided in the Plan. The Participant may purchase less than the number of Shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee or officer of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “Eligible Participant”).

(c) Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon such violation.

(d) Exercise Period Upon Death or Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date.

(e) Termination for Cause. If, prior to the Final Exercise Date, the Participant’s employment or other relationship with the Company is terminated by the Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment or other relationship. If, prior to the Final Exercise Date, the Participant is given notice by the Company of the termination of his or her employment or other relationship by the Company for Cause, and the effective date of such employment or other termination is subsequent to the date of the delivery of such notice, the right to exercise this option shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s employment or other relationship shall not be terminated for Cause as provided in such notice or (ii) the effective date of such termination of employment or other relationship (in which case the right to exercise this option shall, pursuant to the preceding sentence, terminate immediately upon the effective date of such termination of employment or other relationship). If the Participant is party to an employment, consulting or severance agreement with the Company that contains a definition of “cause” for termination of employment or other relationship, “Cause” shall have the meaning ascribed to such term in such agreement. Otherwise, “Cause” shall mean willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant’s employment or other relationship shall be considered to have been terminated for “Cause” if the Company determines, within 30 days after the Participant’s resignation, that termination for Cause was warranted.

4. Company Right of First Refusal.

(a) Notice of Proposed Transfer. If the Participant proposes to sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively, “transfer”) any Shares acquired upon exercise of this option, then the Participant shall first give written notice of the proposed transfer (the “Transfer Notice”) to the Company. The Transfer Notice shall name the proposed transferee and state the number of such Shares the Participant proposes to transfer (the “Offered Shares”), the price per share and all other material terms and conditions of the transfer.

(b) Company Right to Purchase. For 30 days following its receipt of such Transfer Notice, the Company shall have the option to purchase all or part of the Offered Shares at the price and upon the terms set forth in the Transfer Notice. In the event the Company elects to purchase all or part of the Offered Shares, it shall give written notice of such election to the Participant within such 30-day period. Within 10 days after his or her receipt of such notice, the Participant shall tender to the Company at its principal offices the certificate or certificates representing the Offered Shares to be purchased by the Company, duly endorsed in blank by the Participant or with duly endorsed stock powers attached thereto, all in a form suitable for transfer of the Offered Shares to the Company. Promptly following

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

receipt of such certificate or certificates, the Company shall deliver or mail to the Participant a check in payment of the purchase price for such Offered Shares; provided that if the terms of payment set forth in the Transfer Notice were other than cash against delivery, the Company may pay for the Offered Shares on the same terms and conditions as were set forth in the Transfer Notice; and provided further that any delay in making such payment shall not invalidate the Company’s exercise of its option to purchase the Offered Shares.

(c) Shares Not Purchased By Company. If the Company does not elect to acquire all of the Offered Shares, the Participant may, within the 30-day period following the expiration of the option granted to the Company under subsection (b) above, transfer the Offered Shares which the Company has not elected to acquire to the proposed transferee, provided that such transfer shall not be on terms and conditions more favorable to the transferee than those contained in the Transfer Notice. Notwithstanding any of the above, all Offered Shares transferred pursuant to this Section 4 shall remain subject to the right of first refusal set forth in this Section 4 and such transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Section 4.

(d) Consequences of Non-Delivery. After the time at which the Offered Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Participant on account of such Offered Shares or permit the Participant to exercise any of the privileges or rights of a stockholder with respect to such Offered Shares, but shall, insofar as permitted by law, treat the Company as the owner of such Offered Shares.

(e) Exempt Transactions. The following transactions shall be exempt from the provisions of this Section 4:

(1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit;

(2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act;

(3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); and

(4) any transfer in exchange for Nonvoting Shares (as defined below) in accordance with Section 9;

provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4 and in the case of an exchange pursuant to clause (4) above, any Nonvoting Shares issued in exchange for the Shares shall be deemed to be “Shares” pursuant to this Agreement and shall be subject to all the terms and conditions of this Agreement, including without limitation the right of first refusal in this Section 4.

(f) Assignment of Company Right. The Company may assign its rights to purchase Offered Shares under this Section 4, in general or with respect to any particular transaction, to one or more persons or entities.

(g) Termination. The provisions of this Section 4 shall terminate upon the earlier of the following events:

(1) the closing of the sale of shares of Common Stock in an underwritten public offering pursuant to an effective registration statement filed by the Company under the Securities Act; or

(2) the sale of all or substantially all of the outstanding shares of capital stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise (other than a merger or consolidation in which all or substantially all of the individuals and entities who were beneficial owners of the Company’s voting securities immediately prior to such transaction beneficially own, directly or indirectly, more than 75% (determined on an as-converted basis) of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction).

(h) No Obligation to Recognize Invalid Transfer. The Company shall not be required (1) to transfer on its books any of the Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Section 4, or (2) to treat as owner of such Shares or to pay dividends to any transferee to whom any such Shares shall have been so sold or transferred.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(i) Legends. The certificate representing Shares shall bear legends substantially in the following form (in addition to, or in combination with, any legend required by applicable federal and state securities laws and agreements relating to the transfer of the Company securities):

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL IN FAVOR OF THE COMPANY, AS PROVIDED IN A CERTAIN STOCK OPTION AGREEMENT WITH THE COMPANY.

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE BYLAWS OF THE CORPORATION. COPIES OF THE BYLAWS OF THE CORPORATION MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.”

(j) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company, a sale of all or substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 4 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 4.

5. Agreement in Connection with Initial Public Offering.

The Participant agrees, in connection with the initial underwritten public offering of the Common Stock pursuant to a registration statement under the Securities Act, (i) not to (a) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any other securities of the Company or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of shares of Common Stock or other securities of the Company, whether any transaction described in clause (a) or (b) is to be settled by delivery of securities, in cash or otherwise, during the period beginning on the date of the filing of such registration statement with the Securities and Exchange Commission and ending 180 days after the date of the final prospectus relating to the offering (plus up to an additional 34 days to the extent requested by the managing underwriters for such offering in order to address FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4) or any similar successor provision), and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering. The Company may impose stop-transfer instructions with respect to the shares of Common Stock or other securities subject to the foregoing restriction until the end of the “lock-up” period.

6. Withholding.

No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.

7. Transfer Restrictions.

(a) This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.

(b) The Participant agrees that he or she will not transfer any Shares issued pursuant to the exercise of this option unless the transferee, as a condition to such transfer, delivers to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of Section 4 and Section 5; provided that such a written confirmation shall not be required with respect to (1) Section 4 after such provision has terminated in accordance with Section 4(g) or (2) Section 5 after the completion of the lock-up period in connection with the Company’s initial underwritten public offering.

(c) Notwithstanding Section 7(b), if any Shares issued pursuant to the exercise of this option are converted into Nonvoting Shares (as defined below) in accordance with Section 9, such Nonvoting Shares shall be subject to all of the terms and conditions of this Agreement, including without limitation Section 4 and Section 5 (each, to the extent then applicable).

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(d) The Shares acquired under this Agreement shall be subject to the transfer restrictions in Article X of the Company’s Amended and Restated Bylaws in addition to, and not in limitation of, the provisions of Section 4 of this Agreement.

8. Provisions of the Plan.

This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option.

9. Conversion of Shares to Nonvoting Shares.

At such time as deemed necessary or advisable by the Company (including any officer of the Company and any employee on the Company’s equity administration team or such other team that performs similar functions) to comply with Part 175.22 of the New York Real Estate Licensing Law, any similar or successor rule or statue of New York or any similar law, rule or statute of any other jurisdiction (the “Regulation”), or at such time the Participant notifies the Company that such Participant is subject to the Regulation, any Shares issued pursuant to the exercise of this option shall automatically be converted, with no further action by the Participant, into an equal number of shares of nonvoting Class B Common Stock, $0.0001 par value per share, of the Company (“Nonvoting Shares”). To effectuate such conversion to Nonvoting Shares, the Participant hereby constitutes and appoints each officer and director of the Company as his, her or its agent and attorney-in-fact for purposes of executing or approving such documents, and taking such actions, as may be deemed necessary or advisable by such agent and attorney-in-fact with respect to the conversion of such Shares. This power of attorney, being coupled with an interest, is irrevocable and shall survive the death, disability or incapacitation of the Participant.

10. Miscellaneous.

(a) Entire Agreement. This Agreement and the Plan constitute the entire contract between the Participant and the Company with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

(b) Modifications and Waivers. No provision of this Agreement shall be modified, waiver or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Participant and an authorized officer of the Company (other than the Participant). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument.

URBAN COMPASS, INC.

By: ###SIGNATURE###

Name: Robert Reffkin

Title: CEO

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s Third Amended & Restated 2012 Stock Incentive Plan.

PARTICIPANT:
Name: ###PARTICIPANT_NAME###
Address:	###HOME_ADDRESS###
	###ACCEPTANCE_DATE###

Reminder: Please review the provided attachments below.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Hello,

Please find a stock option agreement as approved by the Board of Urban Compass, Inc. d/b/a Compass (“Compass”) on ###GRANT_DATE###. By signing this stock option agreement, you are not agreeing to purchase any common shares of Compass. Rather, you are agreeing that you have the right to purchase common shares of Compass at a price of ###GRANT_PRICE### per common share, subject to all of the terms of the agreement. The total number of common shares under your option is stated in the first paragraph of the attached stock option agreement.*** Also attached are: (1) an FAQ about Compass equity, (2) an informational memorandum about our Stock Incentive Plan including a brief summary of the tax consequences in connection with exercising your stock option, and the information described in Rules 701(e)(2), (3), (4) and (5) under the Securities Act of 1933, as amended (the “Securities Act”), and (3) the current Stock Incentive Plan. If you have any questions after reading the attachments, please feel free to send them to equity@compass.com.

Best,

The Compass Equity Team

URBAN COMPASS, INC.

Incentive Stock Option Agreement (Early Exercise)

Granted Under the Third Amended & Restated 2012 Stock Incentive Plan

1. Grant of Option.

This agreement evidences the grant by Urban Compass, Inc., a Delaware corporation (the “Company”), on ###GRANT_DATE### (the “Grant Date”) to ###PARTICIPANT_NAME###, an employee of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s Third Amended & Restated 2012 Stock Incentive Plan (as amended, the “Plan”), a total of ###CF_EE_GRANT_Total Options Granted### shares (the “Shares”) of Class A Common Stock, $0.0001 par value per share, of the Company (“Common Stock”) at ###GRANT_PRICE### per Share (the “Exercise Price”). Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on ###EXPIRY_DATE### (the “Final Exercise Date”).

It is intended that the option evidenced by this agreement shall be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”), to the extent permissible under the Code. To the extent this option does not satisfy the requirements to be an incentive stock option under Section 422 of the Code, this option shall be deemed a nonstatutory stock option. Even though this option is designated as an incentive stock option, it shall be deemed to be a nonstatutory stock option to the extent required by the $100,000 annual limitation under Section 422(d) of the Code. In addition, this option will cease to qualify for favorable tax treatment as an incentive stock option to the extent that it is exercised:

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(a) More than three months after the date when the Participant ceases to be an employee of the Company or any parent or subsidiary of the Company for any reason other than death or permanent and total disability (as defined in Section 22(e)(3) of the Code);

(b) More than 12 months after the date when the Participant ceases to be an employee of the Company or any parent or subsidiary of the Company by reason of permanent and total disability (as defined in Section 22(e)(3) of the Code); or

(c) More than three months after the date when the Participant has been on a leave of absence for 90 days, unless the Participant’s reemployment rights following such leave were guaranteed by statute or by contract.

Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

2. Vesting Schedule.

This option will be exercisable at any time after the Grant Date for all or any part of the Shares subject to this option. The Shares subject to this option shall initially be Restricted Shares subject to the Company’s Right of Repurchase until the Right of Repurchase lapses (i.e., the Shares “vest”). The Right of Repurchase shall lapse as to [25% of the original number of Shares on the first anniversary of the Vesting Commencement Date (as defined below) and as to an additional 1/48^th of the original number of Shares at the end of each successive month following the first anniversary of the Vesting Commencement Date until the fourth anniversary of the Vesting Commencement Date]. On the [fourth anniversary of the Vesting Commencement Date], all of the Shares subject to this option will be vested and no longer subject to the Right of Repurchase. For purposes of this Agreement, “Vesting Commencement Date” shall mean ###ALTERNATIVE_VEST_BASE_DATE###.

3. Exercise of Option.

(a) Form of Exercise. Each election to exercise this option shall be accompanied by (i) a completed Notice of Stock Option Exercise in the form attached hereto as Exhibit A, signed by the Participant, and received by the Company at its principal office, (ii) if requested by the Company, a counterpart signature page to that certain Seventh Amended and Restated Voting Agreement, dated as of July 26, 2019, as the same may be amended from time to time, signed by the Participant, and received by the Company at its principal office, (iii) if requested by the Company, a counterpart signature page to that certain Second Amended and Restated Refusal and Co-Sale Agreement, dated as of July 26, 2019, as the same may be amended from time to time, signed by the Participant, and received by the Company at its principal office, (iv) this agreement, and (v) payment in full in the manner provided in the Plan. The Participant may purchase less than the number of Shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.

(b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee or officer of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “Eligible Participant”).

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(c) Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option for Shares that are not Restricted Shares on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition,“non-solicitation,” or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon such violation.

(d) Exercise Period Upon Death or Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date.

(e) Termination for Cause. If, prior to the Final Exercise Date, the Participant’s employment is terminated by the Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment. If, prior to the Final Exercise Date, the Participant is given notice by the Company of the termination of his or her employment by the Company for Cause, and the effective date of such employment termination is subsequent to the date of delivery of such notice, the right to exercise this option shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s employment shall not be terminated for Cause as provided in such notice or (ii) the effective date of such termination of employment (in which case the right to exercise this option shall, pursuant to the preceding sentence, terminate upon the effective date of such termination of employment). If the Participant is party to an employment or severance agreement with the Company that contains a definition of “cause” for termination of employment, “Cause” shall have the meaning ascribed to such term in such agreement. Otherwise, “Cause” shall mean willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant’s employment shall be considered to have been terminated for Cause if the Company determines, within 30 days after the Participant’s resignation, that termination for Cause was warranted.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

4. Company Right of Repurchase.

(a) Scope of Repurchase Right. Until they vest in accordance with Section 2, the Shares acquired under this Agreement shall be “Restricted Shares” and shall be subject to the Company’s right to repurchase Restricted Shares set forth in this Section 4 (the “Right of Repurchase”). The Company, however, may decline to exercise its Right of Repurchase or may exercise its Right of Repurchase only with respect to a portion of the Restricted Shares. The Company may exercise its Right of Repurchase only during the period of 90 consecutive days commencing on the date when the Participant ceases to be an Eligible Participant for any reason, including (without limitation) death or disability (the “Repurchase Period”), but the Right of Repurchase may be exercised automatically under Subsection (c) below. If the Right of Repurchase is exercised, the Company shall pay the Participant an amount equal to the lower of (i) the Exercise Price of each Restricted Share being repurchased or (ii) the Fair Market Value of such Restricted Share at the time the Right of Repurchase is exercised.

(b) Escrow. Upon issuance, the certificate(s) for Restricted Shares shall be deposited in escrow with the Company to be held in accordance with the provisions of this Agreement. Any additional or exchanged securities or other property described in Subsection (e) below shall immediately be delivered to the Company to be held in escrow. Restricted Shares, together with any other assets held in escrow under this Agreement, shall be (i) surrendered to the Company for repurchase upon exercise of the Right of Repurchase or the Right of First Refusal or (ii) released to the Participant upon his or her request to the extent that the Shares have ceased to be Restricted Shares (but not more frequently than once every six months). In any event, all shares that have ceased to be Restricted Shares, together with any other vested assets held in escrow under this Agreement, shall be released within 90 days after the earlier of (i) the Participant ceasing to be an Eligible Participant or (ii) the lapse of the Right of First Refusal.

(c) Exercise of Repurchase Right. The Company shall be deemed to have exercised its Right of Repurchase automatically for all Restricted Shares as of the commencement of the Repurchase Period, unless the Company during the Repurchase Period notifies the holder of the Restricted Shares at the holder’s most recent address on file with the Company that the Company will not exercise its Right of Repurchase for some or all of the Restricted Shares. The Company shall pay to the holder of the Restricted Shares the purchase price determined under Subsection (a) above for the Restricted Shares being repurchased. Payment shall be made in cash or cash equivalents and/or by canceling indebtedness to the Company incurred by the Participant in the purchase of the Restricted Shares. The certificate(s) representing the Restricted Shares being repurchased shall be delivered to the Company.

(d) Termination of Rights as Stockholder. If the Right of Repurchase is exercised in accordance with this Section 4 and the Company makes available the consideration for the Restricted Shares being repurchased, then the person from whom the Restricted Shares are repurchased shall no longer have any rights as a holder of the Restricted Shares (other than the right to receive payment of such consideration). Such Restricted Shares shall be deemed to have been repurchased pursuant to this Section 4, whether or not the certificate(s) for such Restricted Shares have been delivered to the Company or the consideration for such Restricted Shares has been accepted.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(e) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company, a sale of all or substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Restricted Shares shall immediately be subject to the Right of Repurchase. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Restricted Shares. Appropriate adjustments shall also be made to the price per share to be paid upon the exercise of the Right of Repurchase, provided that the aggregate purchase price payable for the Restricted Shares shall remain the same. In the event of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, the Right of Repurchase may be exercised by the Company’s successor.

(f) Transfer of Restricted Shares. The Participant shall not transfer, assign, encumber or otherwise dispose of any Restricted Shares without the Company’s written consent, except as provided in the following sentence. The Participant may transfer Restricted Shares to one or more members of the Participant’s Immediate Family or to a trust established by the Participant for the benefit of the Participant and/or one or more members of the Participant’s Immediate Family, provided in either case that the transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the Participant transfers any Restricted Shares, then this Agreement shall apply to the transferee to the same extent as to the Participant. For purposes of this Agreement, “Immediate Family” shall mean any child, stepchild, grandchild or other lineal descendant, any parent, stepparent, grandparent or other ancestor, any spouse, former spouse, sibling, niece, nephew, uncle, aunt, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, or any Spousal Equivalent (as defined in the Company’s Amended and Restated Bylaws, as may be amended and/or restated from time to time).

(g) Assignment of Repurchase Right. The Company’s Board of Directors (the “Board”) may freely assign the Company’s Right of Repurchase, in whole or in part. Any person who accepts an assignment of the Right of Repurchase from the Company shall assume all of the Company’s rights and obligations under this Section 4.

5. Company Right of First Refusal.

(a) Notice of Proposed Transfer. If the Participant proposes to sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively, “transfer”) any Shares acquired upon exercise of this option, then the Participant shall first give written notice of the proposed transfer (the “Transfer Notice”) to the Company. The Transfer Notice shall name the proposed transferee and state the number of such Shares the Participant proposes to transfer (the “Offered Shares”), the price per share and all other material terms and conditions of the transfer.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(b) Company Right to Purchase. For 30 days following its receipt of such Transfer Notice, the Company shall have the option to purchase all or part of the Offered Shares at the price and upon the terms set forth in the Transfer Notice. In the event the Company elects to purchase all or part of the Offered Shares, it shall give written notice of such election to the Participant within such 30-day period. Within 10 days after his or her receipt of such notice, the Participant shall tender to the Company at its principal offices the certificate or certificates representing the Offered Shares to be purchased by the Company, duly endorsed in blank by the Participant or with duly endorsed stock powers attached thereto, all in a form suitable for transfer of the Offered Shares to the Company. Promptly following receipt of such certificate or certificates, the Company shall deliver or mail to the Participant a check in payment of the purchase price for such Offered Shares; provided that if the terms of payment set forth in the Transfer Notice were other than cash against delivery, the Company may pay for the Offered Shares on the same terms and conditions as were set forth in the Transfer Notice; and provided further that any delay in making such payment shall not invalidate the Company’s exercise of its option to purchase the Offered Shares.

(c) Shares Not Purchased By Company. If the Company does not elect to acquire all of the Offered Shares, the Participant may, within the 30-day period following the expiration of the option granted to the Company under subsection (b) above, transfer the Offered Shares which the Company has not elected to acquire to the proposed transferee, provided that such transfer shall not be on terms and conditions more favorable to the transferee than those contained in the Transfer Notice. Notwithstanding any of the above, all Offered Shares transferred pursuant to this Section 5 shall remain subject to the right of first refusal set forth in this Section 5 and such transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Section 5.

(d) Consequences of Non-Delivery. After the time at which the Offered Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Participant on account of such Offered Shares or permit the Participant to exercise any of the privileges or rights of a stockholder with respect to such Offered Shares, but shall, insofar as permitted by law, treat the Company as the owner of such Offered Shares.

(e) Exempt Transactions. The following transactions shall be exempt from the provisions of this Section 5:

(1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit;

(2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act;

(3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); and

(4) any transfer in exchange for Nonvoting Shares (as defined below) in accordance with Section 10;

provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 5 and in the case of an exchange pursuant to clause (4) above, any Nonvoting Shares issued in exchange for the Shares shall be deemed to be “Shares” pursuant to this Agreement and shall be subject to all the terms and conditions of this Agreement, including without limitation the right of first refusal in this Section 5.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(f) Assignment of Company Right. The Company may assign its rights to purchase Offered Shares under this Section 5, in general or with respect to any particular transaction, to one or more persons or entities.

(g) Termination. The provisions of this Section 5 shall terminate upon the earlier of the following events:

(1) the closing of the sale of shares of Common Stock in an underwritten public offering pursuant to an effective registration statement filed by the Company under the Securities Act; or

(2) the sale of all or substantially all of the outstanding shares of capital stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise (other than a merger or consolidation in which all or substantially all of the individuals and entities who were beneficial owners of the Company’s voting securities immediately prior to such transaction beneficially own, directly or indirectly, more than 75% (determined on an as-converted basis) of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction).

(h) No Obligation to Recognize Invalid Transfer. The Company shall not be required (1) to transfer on its books any of the Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Section 5, or (2) to treat as owner of such Shares or to pay dividends to any transferee to whom any such Shares shall have been so sold or transferred.

(i) Legends. The certificate representing Shares shall bear legends substantially in the following form (in addition to, or in combination with, any legend required by applicable federal and state securities laws and agreements relating to the transfer of the Company securities):

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL IN FAVOR OF THE COMPANY, AS PROVIDED IN A CERTAIN STOCK OPTION AGREEMENT WITH THE COMPANY.

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE BYLAWS OF THE CORPORATION. COPIES OF THE BYLAWS OF THE CORPORATION MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.”

In the case of any uncertificated Shares, notice of such legend(s) shall be sent in accordance with applicable law.

(j) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company, a sale of all or substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 5 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 5.

6. Agreement in Connection with Initial Public Offering.

The Participant agrees, in connection with the initial underwritten public offering of the Common Stock pursuant to a registration statement under the Securities Act, (i) not to (a) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any other securities of the Company or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of shares of Common Stock or other securities of the Company, whether any transaction described in clause (a) or (b) is to be settled by delivery of securities, in cash or otherwise, during the period beginning on the date of the filing of such registration statement with the Securities and Exchange Commission and ending 180 days after the date of the final prospectus relating to the offering (plus up to an additional 34 days to the extent requested by the managing underwriters for such offering in order to address FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4) or any similar successor provision), and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering. The Company may impose stop-transfer instructions with respect to the shares of Common Stock or other securities subject to the foregoing restriction until the end of the “lock-up” period.

7. Tax Matters.

(a) Withholding. No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.

(b) Disqualifying Disposition. If the Participant disposes of Shares acquired upon exercise of this option within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition.

8. Transfer Restrictions.

(a) This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.

(b) The Participant agrees that he or she will not transfer any Shares issued pursuant to the exercise of this option unless the transferee, as a condition to such transfer, delivers to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of Section 4, Section 5 and Section 6; provided that such a written confirmation shall not be required with respect to (1) Section 5 after such provision has terminated in accordance with Section 5(g) or (2) Section 6 after the completion of the lock-up period in connection with the Company’s initial underwritten public offering.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(c) Notwithstanding Section 8(b), if any Shares issued pursuant to the exercise of this option are converted into Nonvoting Shares (as defined below) in accordance with Section 10, such Nonvoting Shares shall be subject to all of the terms and conditions of this Agreement, including without limitation Section 4, Section 5 and Section 6 (each, to the extent then applicable).

(d) The Shares acquired under this Agreement shall be subject to the transfer restrictions in Article X of the Company’s Amended and Restated Bylaws in addition to, and not in limitation of, the provisions of Section 5 of this Agreement.

9. Provisions of the Plan.

This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option.

10. Conversion of Shares to Nonvoting Shares.

At such time as deemed necessary or advisable by the Company (including any officer of the Company and any employee on the Company’s equity administration team or such other team that performs similar functions) to comply with Part 175.22 of the New York Real Estate Licensing Law, any similar or successor rule or statue of New York or any similar law, rule or statute of any other jurisdiction (the “Regulation”), or at such time the Participant notifies the Company that such Participant is subject to the Regulation, any Shares issued pursuant to the exercise of this option shall automatically be converted, with no further action by the Participant, into an equal number of shares of nonvoting Class B Common Stock, $0.0001 par value per share, of the Company (“Nonvoting Shares”). To effectuate such conversion to Nonvoting Shares, the Participant hereby constitutes and appoints each officer and director of the Company as his, her or its agent and attorney-in-fact for purposes of executing or approving such documents, and taking such actions, as may be deemed necessary or advisable by such agent and attorney-in-fact with respect to the conversion of such Shares. This power of attorney, being coupled with an interest, is irrevocable and shall survive the death, disability or incapacitation of the Participant.

11. Miscellaneous.

(a) Entire Agreement. This Agreement and the Plan constitute the entire contract between the Participant and the Company with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

(b) Modifications and Waivers. No provision of this Agreement shall be modified, waiver or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Participant and an authorized officer of the Company (other than the Participant). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument.

URBAN COMPASS, INC.
By:	###SIGNATURE###
Name: Robert Reffkin
Title: CEO

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s Third Amended & Restated 2012 Stock Incentive Plan.

PARTICIPANT:
Name: ###PARTICIPANT_NAME###
Address:	###HOME_ADDRESS###
	###ACCEPTANCE_DATE###

Reminder: Please review the provided attachments below.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Hello,

Please find a stock option agreement as approved by the Board of Urban Compass, Inc. d/b/a Compass (“Compass”) on ###GRANT_DATE###. By signing this stock option agreement, you are not agreeing to purchase any common shares of Compass. Rather, you are agreeing that you have the right to purchase common shares of Compass at a price of ###GRANT_PRICE### per common share, subject to all of the terms of the agreement. The total number of common shares under your option is stated in the first paragraph of the attached stock option agreement.*** Also attached are: (1) an FAQ about Compass equity, (2) an informational memorandum about our Stock Incentive Plan including a brief summary of the tax consequences in connection with exercising your stock option, and the information described in Rules 701(e)(2), (3), (4) and (5) under the Securities Act of 1933, as amended (the “Securities Act”) and (3) the current Stock Incentive Plan. If you have any questions after reading the attachments, please feel free to send them to equity@compass.com.

Best,

The Compass Equity Team

URBAN COMPASS, INC.

Stock Option Agreement (Installment Exercise)

Granted Under the Third Amended & Restated 2012 Stock Incentive Plan

1. Grant of Option.

This agreement evidences the grant by Urban Compass, Inc., a Delaware corporation (the “Company”), on ###GRANT_DATE### (the “Grant Date”) to ###PARTICIPANT_NAME###, an employee of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s Third Amended & Restated 2012 Stock Incentive Plan (as amended, the “Plan”), a total of ###[CF_IE_GRANT_Total Options Granted]### shares (the “Shares”) of Class A Common Stock, $0.0001 par value per share, of the Company (“Common Stock”) at ###GRANT_PRICE### per Share (the “Exercise Price”). Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on ###EXPIRY_DATE### (the “Final Exercise Date”).

It is intended that the option evidenced by this agreement shall be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”), to the extent permissible under the Code. To the extent this option does not satisfy the requirements to be an incentive stock option under Section 422 of the Code, this option shall be deemed a nonstatutory stock option. Even though this option is designated as an incentive stock option, it shall be deemed to be a nonstatutory stock option to the extent required by the $100,000 annual limitation under Section 422(d) of the Code. In addition, this option will cease to qualify for favorable tax treatment as an incentive stock option to the extent that it is exercised:

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(a) More than three months after the date when the Participant ceases to be an employee of the Company or any parent or subsidiary of the Company for any reason other than death or permanent and total disability (as defined in Section 22(e)(3) of the Code);

(b) More than 12 months after the date when the Participant ceases to be an employee of the Company or any parent or subsidiary of the Company by reason of permanent and total disability (as defined in Section 22(e)(3) of the Code); or

(c) More than three months after the date when the Participant has been on a leave of absence for 90 days, unless the Participant’s reemployment rights following such leave were guaranteed by statute or by contract.

Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

2. Vesting Schedule.

This option will become exercisable (i.e., “vest”) as to [25% of the original number of Shares on the first anniversary of the Vesting Commencement Date (as defined below) and as to an additional 1/48^th of the original number of Shares at the end of each successive month following the first anniversary of the Vesting Commencement Date until the fourth anniversary of the Vesting Commencement Date]. On the [fourth anniversary of the Vesting Commencement Date], this option will be vested and exercisable for all of the Shares. For purposes of this Agreement, “Vesting Commencement Date” shall mean ###ALTERNATIVE_VEST_BASE_DATE###.

The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible, it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan.

3. Exercise of Option.

(a) Form of Exercise. Each election to exercise this option shall be accompanied by (i) a completed Notice of Stock Option Exercise in the form attached hereto as Exhibit A, signed by the Participant, and received by the Company at its principal office, (ii) if requested by the Company, a counterpart signature page to that certain Seventh Amended and Restated Voting Agreement, dated as of July 26, 2019, as the same may be amended from time to time, signed by the Participant, and received by the Company at its principal office, (iii) if requested by the Company, a counterpart signature page to that certain Second Amended and Restated First Refusal and Co-Sale Agreement, dated as of July 26, 2019, as the same may be amended from time to time, signed by the Participant, and received by the Company at its principal office, (iv) this agreement, and (v) payment in full in the manner provided in the Plan. The Participant may purchase less than the number of Shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee or officer of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “Eligible Participant”).

(c) Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition,“non-solicitation,” or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon such violation.

(d) Exercise Period Upon Death or Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date.

(e) Termination for Cause. If, prior to the Final Exercise Date, the Participant’s employment is terminated by the Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment. If, prior to the Final Exercise Date, the Participant is given notice by the Company of the termination of his or her employment by the Company for Cause, and the effective date of such employment termination is subsequent to the date of delivery of such notice, the right to exercise this option shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s employment shall not be terminated for Cause as provided in such notice or (ii) the effective date of such termination of employment (in which case the right to exercise this option shall, pursuant to the preceding sentence, terminate upon the effective date of such termination of employment). If the Participant is party to an employment or severance agreement with the Company that contains a definition of “cause” for termination of employment, “Cause” shall have the meaning ascribed to such term in such agreement. Otherwise, “Cause” shall mean willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant’s employment shall be considered to have been terminated for Cause if the Company determines, within 30 days after the Participant’s resignation, that termination for Cause was warranted.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

4. Company Right of First Refusal.

(a) Notice of Proposed Transfer. If the Participant proposes to sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively, “transfer”) any Shares acquired upon exercise of this option, then the Participant shall first give written notice of the proposed transfer (the “Transfer Notice”) to the Company. The Transfer Notice shall name the proposed transferee and state the number of such Shares the Participant proposes to transfer (the “Offered Shares”), the price per share and all other material terms and conditions of the transfer.

(b) Company Right to Purchase. For 30 days following its receipt of such Transfer Notice, the Company shall have the option to purchase all or part of the Offered Shares at the price and upon the terms set forth in the Transfer Notice. In the event the Company elects to purchase all or part of the Offered Shares, it shall give written notice of such election to the Participant within such 30-day period. Within 10 days after his or her receipt of such notice, the Participant shall tender to the Company at its principal offices the certificate or certificates representing the Offered Shares to be purchased by the Company, duly endorsed in blank by the Participant or with duly endorsed stock powers attached thereto, all in a form suitable for transfer of the Offered Shares to the Company. Promptly following receipt of such certificate or certificates, the Company shall deliver or mail to the Participant a check in payment of the purchase price for such Offered Shares; provided that if the terms of payment set forth in the Transfer Notice were other than cash against delivery, the Company may pay for the Offered Shares on the same terms and conditions as were set forth in the Transfer Notice; and provided further that any delay in making such payment shall not invalidate the Company’s exercise of its option to purchase the Offered Shares.

(c) Shares Not Purchased By Company. If the Company does not elect to acquire all of the Offered Shares, the Participant may, within the 30-day period following the expiration of the option granted to the Company under subsection (b) above, transfer the Offered Shares which the Company has not elected to acquire to the proposed transferee, provided that such transfer shall not be on terms and conditions more favorable to the transferee than those contained in the Transfer Notice. Notwithstanding any of the above, all Offered Shares transferred pursuant to this Section 4 shall remain subject to the right of first refusal set forth in this Section 4 and such transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Section 4.

(d) Consequences of Non-Delivery. After the time at which the Offered Shares are required to be delivered to the Company for transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to the Participant on account of such Offered Shares or permit the Participant to exercise any of the privileges or rights of a stockholder with respect to such Offered Shares, but shall, insofar as permitted by law, treat the Company as the owner of such Offered Shares.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(e) Exempt Transactions. The following transactions shall be exempt from the provisions of this Section 4:

(1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit;

(2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act;

(3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); and

(4) any transfer in exchange for Nonvoting Shares (as defined below) in accordance with Section 9;

provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4 and in the case of an exchange pursuant to clause (4) above, any Nonvoting Shares issued in exchange for the Shares shall be deemed to be “Shares” pursuant to this Agreement and shall be subject to all the terms and conditions of this Agreement, including without limitation the right of first refusal in this Section 4.

(f) Assignment of Company Right. The Company may assign its rights to purchase Offered Shares under this Section 4, in general or with respect to any particular transaction, to one or more persons or entities.

(g) Termination. The provisions of this Section 4 shall terminate upon the earlier of the following events:

(1) the closing of the sale of shares of Common Stock in an underwritten public offering pursuant to an effective registration statement filed by the Company under the Securities Act; or

(2) the sale of all or substantially all of the outstanding shares of capital stock, assets or business of the Company, by merger, consolidation, sale of assets or otherwise (other than a merger or consolidation in which all or substantially all of the individuals and entities who were beneficial owners of the Company’s voting securities immediately prior to such transaction beneficially own, directly or indirectly, more than 75% (determined on an as-converted basis) of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction).

(h) No Obligation to Recognize Invalid Transfer. The Company shall not be required (1) to transfer on its books any of the Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Section 4, or (2) to treat as owner of such Shares or to pay dividends to any transferee to whom any such Shares shall have been so sold or transferred.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

(i) Legends. The certificate representing Shares shall bear legends substantially in the following form (in addition to, or in combination with, any legend required by applicable federal and state securities laws and agreements relating to the transfer of the Company securities):

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL IN FAVOR OF THE COMPANY, AS PROVIDED IN A CERTAIN STOCK OPTION AGREEMENT WITH THE COMPANY.

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE BYLAWS OF THE CORPORATION. COPIES OF THE BYLAWS OF THE CORPORATION MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.”

In the case of any uncertificated Shares, notice of such legend(s) shall be sent in accordance with applicable law.

(j) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company, a sale of all or substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 4 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 4.

5. Agreement in Connection with Initial Public Offering.

The Participant agrees, in connection with the initial underwritten public offering of the Common Stock pursuant to a registration statement under the Securities Act, (i) not to (a) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any other securities of the Company or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of shares of Common Stock or other securities of the Company, whether any transaction described in clause (a) or (b) is to be settled by delivery of securities, in cash or otherwise, during the period beginning on the date of the filing of such registration statement with the Securities and Exchange Commission and ending 180 days after the date of the final prospectus relating to the offering (plus up to an additional 34 days to the extent requested by the managing underwriters for such offering in order to address FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4) or any similar successor provision), and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering. The Company may impose stop-transfer instructions with respect to the shares of Common Stock or other securities subject to the foregoing restriction until the end of the “lock-up” period.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

6. Tax Matters.

(a) Withholding. No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.

(b) Disqualifying Disposition. If the Participant disposes of Shares acquired upon exercise of this option within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition.

7. Transfer Restrictions.

(a) This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.

(b) The Participant agrees that he or she will not transfer any Shares issued pursuant to the exercise of this option unless the transferee, as a condition to such transfer, delivers to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of Section 4 and Section 5; provided that such a written confirmation shall not be required with respect to (1) Section 4 after such provision has terminated in accordance with Section 4(g) or (2) Section 5 after the completion of the lock-up period in connection with the Company’s initial underwritten public offering.

(c) Notwithstanding Section 7(b), if any Shares issued pursuant to the exercise of this option are converted into Nonvoting Shares (as defined below) in accordance with Section 9, such Nonvoting Shares shall be subject to all of the terms and conditions of this Agreement, including without limitation Section 4 and Section 5 (each, to the extent then applicable).

(d) The Shares acquired under this Agreement shall be subject to the transfer restrictions in Article X of the Company’s Amended and Restated Bylaws in addition to, and not in limitation of, the provisions of Section 4 of this Agreement.

8. Provisions of the Plan.

This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option.

9. Conversion of Shares to Nonvoting Shares.

At such time as deemed necessary or advisable by the Company (including any officer of the Company and any employee on the Company’s equity administration team or such other team that performs similar functions) to comply with Part 175.22 of the New York Real Estate Licensing Law, any similar or successor rule or statue of New York or any similar law, rule or statute of any other jurisdiction (the “Regulation”), or at such time the Participant notifies the

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Company that such Participant is subject to the Regulation, any Shares issued pursuant to the exercise of this option shall automatically be converted, with no further action by the Participant, into an equal number of shares of nonvoting Class B Common Stock, $0.0001 par value per share, of the Company (“Nonvoting Shares”). To effectuate such conversion to Nonvoting Shares, the Participant hereby constitutes and appoints each officer and director of the Company as his, her or its agent and attorney-in-fact for purposes of executing or approving such documents, and taking such actions, as may be deemed necessary or advisable by such agent and attorney-in-fact with respect to the conversion of such Shares. This power of attorney, being coupled with an interest, is irrevocable and shall survive the death, disability or incapacitation of the Participant.

10. Miscellaneous.

(a) Entire Agreement. This Agreement and the Plan constitute the entire contract between the Participant and the Company with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

(b) Modifications and Waivers. No provision of this Agreement shall be modified, waiver or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Participant and an authorized officer of the Company (other than the Participant). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument.

URBAN COMPASS, INC.

By: ###SIGNATURE###

Name: Robert Reffkin

Title: CEO

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s Third Amended & Restated 2012 Stock Incentive Plan.

PARTICIPANT:
Name: ###PARTICIPANT_NAME###
Address:	###HOME_ADDRESS###
	###ACCEPTANCE_DATE###

Reminder: Please review the provided attachments below.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

NOTICE OF STOCK OPTION EXERCISE

TO:

Solium Capital Inc. and its subsidiaries (together, “Solium”)

1500—600 3rd Avenue SW, Calgary, AB, T2P 0G5

I, _____________, hereby exercise the following Stock Option, (the “Option”) granted to me under the Urban Compass, Inc. (the “Company”) Third Amended and Restated 2012 Stock Incentive Plan, as amended (the “Plan”), as outlined in the table below. Any capitalized terms used but not defined herein shall have the respective meanings given to them in the applicable stock option agreement.

Grant Name Award Type Grant Price Grant Date Vested Quantity Unvested Quantity

I understand that it is my responsibility to wire Urban Compass Inc. payment in the amount of $________________USD to the wire instructions below:

Wire Instructions

Domestic:

Beneficiary: Urban Compass Inc.

Name of Bank: First Republic Bank

City and State: San Francisco, CA

ABA Number:

Account Number:

International:

Pay to: First Republic Bank

11 Pine Street

San Francisco, CA 94111

Swift Code:

I understand that the full payment for the option and all applicable taxes must be received by the Company prior to the expiration of the Option and such payment must clearly designate my name and Shareworks account number in order for the exercise to be processed.

Upon receipt of the above payment prior to the expiration of the Option and satisfaction of the conditions set forth in this Notice of Stock Option Exercise, I understand that Compass will process the exercise and confirm in Shareworks that my payment has been received. I understand that my digital shares will be available via Shareworks once the exercise has been processed.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Home Location: New York, United States (Please confirm)

I understand that this exercise shall be deemed effective only after I have:

1. Submitted this Notice of Stock Option Exercise via Solium;

2. either (a) reviewed the Company’s disclosure materials under Rule 701 of the Securities Act (as defined below) or (b) been provided access to such materials and elected not to review them;

3. if requested by the Company, submitted a completed and signed Adoption Agreement to the Seventh Amended and Restated Voting Agreement, dated as of July 26, 2019, by and among the Company and certain other shareholders party thereto (as amended from time to time, the “Voting Agreement”); and

4. submitted to the Company via wire to the account stated above a payment for the full option exercise price plus payment of any federal, state or local withholding taxes required by law to be withheld in respect of this option.

I understand that it is my responsibility to ensure Solium properly received this Notice of Stock Option Exercise. I also acknowledge that (a) this Notice of Stock Option Exercise will remain in effect for a period of two (2) business days including the exercise date, pending receipt of the option exercise price and applicable withholding taxes and, if (i) the option exercise price, (ii) any applicable withholding taxes and (iii) if requested by the Company, the Adoption Agreement to the Voting Agreement, are not received by the Company within such two (2) business day period, the exercise hereunder will expire, and I will be required to submit a new Notice of Stock Option Exercise to Solium (for the avoidance of doubt, if the Option expires on its own terms prior to the end of the two (2) business day period, the option exercise price, applicable withholding taxes and (if applicable) the Adoption Agreement to the Voting Agreement must be received by the Company prior to the expiration of the Option in order for the exercise to be effective and such two (2) business day period shall not in any way extend the term of the Option) and, (b) the effective date of exercise of this option will be the date that the Company has received all of the materials in clause (a) of this sentence (including this Notice of Stock Option Exercise).

I represent, warrant and covenant as follows:

1. I am purchasing the Shares for my own account for investment only, and not with a view to, or for sale in connection with, any distribution of the Shares in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any rule or regulation under the Securities Act.

2. I have had such opportunity as I have deemed adequate to obtain from representatives of the Company such information as is necessary to permit me to evaluate the merits and risks of my investment in the Company.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

3. I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase.

4. I can afford a complete loss of the value of the Shares and am able to bear the economic risk of holding such Shares for an indefinite period.

5. I understand that (i) the Shares have not been registered under the Securities Act and are “restricted securities” within the meaning of Rule 144 under the Securities Act, (ii) the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (iii) in any event, the exemption from registration under Rule 144 will not be available for at least one year and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (iv) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register the Shares under the Securities Act.

6. I will not sell, transfer or otherwise dispose of the Shares in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act.

7. I acknowledge that I am acquiring the Shares subject to all other terms of the Plan and the applicable stock option agreement, including the requirement to execute and be bound by the terms of the Voting Agreement if requested by the Company.

8. I acknowledge that (i) the Shares remain subject to the Company’s right of first refusal and a “lock-up” (in connection with an initial public offering of the Company’s common stock) and (ii) if the Option is early exercisable and I am electing to exercise the Option for unvested shares, the Shares may remain subject to the Company’s right of repurchase, all in accordance with the applicable stock option agreement.

9. I acknowledge that the Shares remain subject to the transfer restrictions in Article X of the Company’s Amended and Restated Bylaws.

10. I acknowledge that, if the Option is early exercisable and I am electing to exercise the Option for unvested shares, I have received a copy of the Company’s explanation of the federal income tax consequences of an option exercise and the tax election under section 83(b) of the Internal Revenue Code. In the event that I choose to make a section 83(b) election, I acknowledge that it is my responsibility—and not the Company’s responsibility—to file the election in a timely manner, even if I ask the Company or its agents to make the filing on my behalf. I acknowledge that the Company has encouraged me to consult my own adviser to determine the tax consequences of acquiring the Shares at this time.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

11. I understand and agree that at such time as deemed necessary or advisable by the Company (including any officer of the Company and any employee on the Company’s equity administration team or such other team that performs similar functions) to comply with Part 175.22 of the New York Real Estate Licensing Law, any similar or successor rule or statute of New York or any similar law, rule or statute of any other jurisdiction (the “Regulation”), or at such time I notify the Company that I am subject to the Regulation, the Shares shall automatically be converted, with no further action by me, into an equal number of shares of nonvoting Class B Common Stock of the Company (“Nonvoting Shares”). To effectuate such conversion to Nonvoting Shares, I hereby constitute and appoint each officer and director of the Company as my agent and attorney-in-fact for purposes of executing or approving such documents, and taking such actions, as may be deemed necessary or advisable by such agent and attorney-in-fact with respect to the conversion of the Shares. I understand and agree that this power of attorney, being coupled with an interest, is irrevocable and shall survive my death, disability or incapacitation.

Solium does not provide investment advice with respect to the purchase or sale of securities. You therefore will receive no investment advice from Solium concerning the purchase or sale of securities and are solely responsible for assessing the appropriateness of any transaction through your Solium account without the benefit of the assistance of a broker or dealer. If you wish to receive any form of investment advice in connection with the purchase or sale of securities, it is your responsibility to contact your own broker or dealer for investment advice.

Important Notice:

If the Option is early exercisable and you are electing to exercise the Option for unvested shares, you will also need to complete and sign the 83(b) Election form and mail it to the IRS within 30 days of your exercise. A copy of this form can be found within the Documents tab of your profile. A copy of the completed and signed form must also be submitted to the Company’s equity team at equity@compass.com.

EX-10.9

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

EXHIBIT 10.9

AGREEMENT OF LEASE

Between

90 FIFTH OWNER LLC,

Landlord,

and

URBAN COMPASS, INC.,

Tenant.

Premises:

Entire Third (3^rd) and Fourth (4^th) Floors

90 Fifth Avenue

New York, New York

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

LEASE INFORMATION SUMMARY

I.    LEASE DATE:	July 23rd, 2014
II.   PARTIES AND  ADDRESSES:
A.  Landlord:	90 Fifth Owner LLC
B.  Landlord’s Address for Notices	c/o RFR Realty LLC 390 Park Avenue New York, New York 10022 with a copy to: Katsky Korins LLP 605 Third Avenue New York, New York 10158 Attn: Randolph Amengual, Esq.
C:   Tenant:	Urban Compass, Inc.
D:   Tenant’s Address for Notices	Prior to the Commencement Date 17-19 Union Square West New York, New York 10001 Attn: David Snider After the Commencement Date 90 Fifth Avenue, 3rd Floor New York, New York 10011 Attn: David Snider
III. PROPERTY INFORMATION:
A.  Premises:	The entire third (3rd) and fourth (4th) floors of the Building, as shown cross-hatched on Exhibit 1 annexed hereto and made a part hereof.
B.  Building:	90 Fifth Avenue, New York, New York
C.  Real Property:	The real property on which the Building is located.

i

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

IV.  TERM
A.  Term of Lease:	Ten (10) years and five (5) months.
B.  Commencement Date:	The date that Landlord’s Work and the Base Building Work is (or is deemed to be) substantially completed and Landlord delivers possession of the Premises to Tenant vacant, broom clean and free of all tenancies and occupancies.
C.  Expiration Date:	The date immediately preceding ten (10) years and five (5) months after the Commencement Date, provided that if such date is not the last day of the calendar month, then the Expiration Date shall be extended to the last day of the calendar month in which such date occurs.
V.  RENT:
A.  Minimum Rent:	(i) One Million Eight Hundred Fourteen Thousand Six Hundred Eighty Eight and 00/100 ($1,814,688.00) Dollars per annum ($151,224.00 per month) for the period from the Commencement Date through the day immediately preceding the fifth (5th) anniversary of the Minimum Rent Commencement Date; and
	(ii) One Million Nine Hundred Forty Thousand Seven Hundred Eight and 00/100 ($1,940,708.00) Dollars per annum ($161,725.67 per month) for the period from the fifth (5th) anniversary of the Minimum Rent Commencement Date through the Expiration Date.
B.  Minimum Rent Abatement Period:	The first seven (7) full calendar months of the Term. The day immediately following the last day of the Minimum Rent Abatement Period is referred to herein as the “Minimum Rent Commencement Date”.
C:   Electricity:	Submetered, plus 6% (as further described in Subsection 26H of this Lease).
D.  Tenant’s Proportionate Share	19.388%

ii

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

E.  Base Tax Amount:	The Taxes payable for the calendar year 2014 (the “Base Tax Year”). Accordingly, the Base Tax Amount shall mean fifty (50%) percent of the sum of (i) the Taxes payable for the New York City fiscal tax year commencing on July 1, 2013 and ending on June 30, 2014, and (ii) the Taxes payable for the New York City fiscal tax year commencing on July 1, 2014 and ending on June 30, 2015.
F.   Base Operating Factor:	An amount equal to fifty (50%) percent of the sum of: (i) the Operating Expenses for the 2014 calendar year, and (ii) the Operating Expenses for the 2015 calendar year, subject to adjustment pursuant to the provisions of Subsection 3E(v) hereof. The average of the 2014 and 2015 Operating Years are referred to herein as the “Base Operating Year”.
G.   Security Deposit:	$1,814,688.00.
H.   Landlord’s Work:	As described on Schedule B annexed hereto and made a part hereof.
I.    Base Building Work:	As described on Schedule C annexed hereto and made a part hereof.
VI.  PERMITTED USES	General and executive offices, and uses reasonably ancillary or incidental thereto that are permitted by Legal Requirements (as hereinafter defined).
VII.  BROKERS:
A.  Landlord’s Broker:	RFR Realty LLC
B.  Tenant’s Broker:	Cushman & Wakefield, Inc.

The summary of lease information set forth above and any addendum and/or exhibit(s) and/orschedule(s) (“Riders”) attached to this Lease are incorporated into and made a part of thefollowing Lease. Notwithstanding anything to the contrary contained in this Lease, Articles 1through 31 shall control the rights and obligations of the parties hereto except that the provisionsof any Riders shall supersede any inconsistent provisions in Articles 1 through 31, as the casemay be.

iii

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

TABLE OF CONTENTS

1.  PREMISES; TERM; USE AND OCCUPANCY	1
A. Premises	1
B. Commencement Notice	1
C. Condition Of Premises	3
D. Permitted Uses	3
E.  Certificate Of Occupancy	4
2.  RENT	5
A. Minimum Rent	5
B. Additional Rent	5
C. Rent Tax	6
D. Rent Credit	6
3.  ESCALATIONS	6
A. Defined Terms	6
B. Escalation	7
C. Payment of Escalations	8
D. Adjustments	9
E.  Operating Expenses Definition	11
F.  Audit Right	13
4.  ALTERATIONS	14
A. Defined Terms	14
B. Alterations Within Premises	15
C. Landlord’s Supervisory Fee	16
D. Required Submissions; Permits	16
E.  Completion of Alterations	18
F.  Liens	19
G. Miscellaneous Conditions	19
H. Removal of Alterations	20
5.  REPAIRS; FLOOR LOAD	21
6.  REQUIREMENTS OF LAW	22
7.  SUBORDINATION	23
A. Subordination	23
B. Attornment	23
C. Certificates	24
D. Subordination and Non-Disturbance Agreement	24
8.  RULES AND REGULATIONS	25
9.  INSURANCE	25
A. Tenant’s Insurance	25
B. Waiver of Subrogation	26

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Pursuant to 17 C.F.R. Section 200.83

10.  DESTRUCTION OF THE PREMISES; PROPERTY LOSS OR DAMAGE	27
A. Repair of Damage	27
B. Termination Options	27
C. Provision Controlling	28
D. Property Loss or Damage	28
11.  CONDEMNATION	29
A. Condemnation	29
B. Award	29
12. ASSIGNMENT AND SUBLETTING	29
A. Prohibition Without Consent	29
B. Notice of Proposed Transfer	30
C. Landlord’s Recapture Option	30
D. Effect of Termination by Landlord	31
E.  Takeback by Landlord	31
F.  Conditions for Landlord’s Approval	33
G. Future Requests	35
H. Sublease Provisions	35
I.   Profits From Assignment or Subletting	36
J.   Other Transfers	37
K. Assumption By Transferee; Liability of Tenant	38
L.  Related Entity	38
M.   Desk Sharing	38
13.  ACCESS TO PREMISES	39
14.  LIMITATION ON LIABILITY	40
A. Landlord’s Liability	40
B. Tenant’s Liability	41
15.  DEFAULT	41
A. Events of Default	41
B. Effect of Bankruptcy	42
C. Conditional Limitation	43
D. Repeated Defaults	43
16.  REMEDIES AND DAMAGES	43
A. Landlord’s Remedies	43
B. Damages	44
C. Legal Fees	45
17.  FEES AND EXPENSES	46
A. Curing Tenant’s Defaults	46
B. Late Charges	46
18.  NO REPRESENTATIONS BY LANDLORD	46

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19.  END OF TERM	46
A. Surrender of Premises	46
B. Holdover by Tenant	47
20.  QUIET ENJOYMENT	47
21.  FAILURE TO GIVE POSSESSION	47
22.  NO WAIVER	48
23.  WAIVER OF TRIAL BY JURY	48
24.  INABILITY TO PERFORM	49
A. Landlord’s Inability to Perform	49
B. Tenant’s Inability to Perform	49
25.  BILLS AND NOTICES	49
26.  SERVICES	49
A. Elevator	49
B. HVAC	50
C. After Hours and Additional Services	51
D. Cleaning	51
E.  Trash Removal	52
F.  Sprinkler System	52
G. Water	52
H. Electricity Service	53
I.   Telecommunications	55
J.   Interruption of Services	55
27.  SECURITY DEPOSIT	55
A. Deposit of Security	55
B. Letter of Credit	55
C. Application of Security Deposit	56
28.  ADDITIONAL DEFINITIONS	57
29.  BROKER	57
30.  INDEMNITY	58
31.  MISCELLANEOUS	59
A. No Offer	59
B. Signatories	59
C. Directory Listings	59
D. Authority	59
E.  Signage	60
F.  Consents and Approvals	61

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Pursuant to 17 C.F.R. Section 200.83

G.  Rent Control	61
H.  Access to Premises	62
I.    Roof Terrace	62
J.    Confidentiality	63
K.  Adjacent Excavation; Shoring	63
L.   Labor Harmony	63
M.   Captions	63
N.  Fire Stairs	63
O.  Bicycles	63
P.   Parties Bound	64

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Pursuant to 17 C.F.R. Section 200.83

AGREEMENT OF LEASE, made between 90 FIFTH OWNER LLC, as landlord, and URBAN COMPASS, INC., a Delaware corporation, as tenant.

WITNESSETH:

The parties hereto, for themselves, their heirs, distributees, executors, administrators, legal representatives, successors and assigns, hereby covenant as follows:

1. PREMISES; TERM; USE AND OCCUPANCY.

A. Premises. Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the Premises in the Building for the Term, to commence on the Commencement Date and to end on the Expiration Date, both dates inclusive, unless the Term shall sooner end pursuant to any of the terms, covenants or conditions of this Lease or pursuant to law. Subject to the terms of this Lease, the leasing of the Premises by Tenant shall include the non-exclusive right of Tenant to use, in common with Landlord and the other tenants and occupants of the Building, the common Building facilities and common areas of the Building that serve the Premises, including, without limitation, the Building lobbies, hallways, elevators, loading docks, fire stairs.

B. Commencement Notice.

(i) Landlord shall fix the Commencement Date upon not less than five (5) days’ written notice to Tenant, which notice shall state that Landlord has, or on or prior to the commencement date fixed in said notice shall have, substantially completed Landlord’s Work (described in Schedule B attached hereto) and the Base Building Work (described in Schedule C attached hereto); provided, however, that, subject to the provisions of Subsection 1B(iv) below, in the event that Tenant takes possession of the Premises prior to the expiration of such five (5) day period, the Commencement Date shall be the date that Tenant so takes possession of the Premises. Tenant shall have the right, after the delivery of Landlord’s notice, but prior to moving into the Premises, to inspect the Premises (the “Commencement Inspection”) with Landlord’s representative and deliver to Landlord, within ten (10) days of the date of such Commencement Inspection, a list of any minor or insubstantial details of Landlord’s Work and the Base Building Work, mechanical adjustment and/or decorative items (that would not materially interfere with Tenant’s use and occupancy of the Premises for the Permitted Uses), that are incomplete or need to be corrected (the “Punchlist”). Landlord shall complete or repair any items on such Punchlist promptly, but any such items shall not affect the date of substantial completion of Landlord’s Work or the Commencement Date. If, after Tenant’s Commencement Inspection, Tenant does not, in good faith, believe that Landlord’s Work and the Base Building Work are substantially completed, Tenant shall deliver a notice of such assertion to Landlord within five (5) business days of the date of the Commencement Inspection, and if Landlord and Tenant are unable to agree, using good faith efforts, on whether or not Landlord’s Work and the Base Building Work are substantially completed, either party may commence the Work Dispute Resolution Procedure described in Schedule B attached hereto.

(ii) Notwithstanding anything contained herein to the contrary, in the event that Landlord does not substantially complete Landlord’s Work and the Base Building Work on or before the date that is one (1) year after Landlord obtains permits for Landlord’s Work, for any

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Pursuant to 17 C.F.R. Section 200.83

reason other than (1) the unavailability or delay in delivery of any specialty items chosen by Tenant (e.g., floor coverings, lighting fixtures), (ii) Tenant Delay (as hereinafter defined), or (iii) Unavoidable Delay (as hereinafter defined), Tenant shall have the option to terminate this Lease upon thirty (30) days’ written notice to Landlord; provided, however, that in the event Landlord delivers possession of the Premises to Tenant and the Commencement Date occurs within such thirty (30) day period, Tenant’s termination of this Lease shall be null and void. If this Lease is terminated pursuant to the provisions of this Subsection 1B(ii), neither party shall have any further obligations to the other hereunder, except for those that expressly survive the expiration or earlier termination of this Lease, and Landlord shall return to Tenant, within thirty (30) days after the termination of the Lease, any prepaid Minimum Rent, the Security Deposit and any amounts paid by Tenant to Landlord on account of Work Cost Overruns (as defined in Schedule B attached hereto) (which obligation shall survive the termination of the Lease). Landlord agrees that Landlord shall file applications for permits for Landlord’s Work promptly after the Plans and Plans Based Estimate are finalized.

(iii) After the determination of the Commencement Date, and at Landlord’s request, prior to delivery of possession of the Premises to Tenant, Tenant agrees to execute, acknowledge and deliver to Landlord an instrument, in form reasonably satisfactory to Landlord, setting forth the Commencement Date and the Expiration Date; provided, however, that any failure by Tenant to deliver such instrument shall not affect the determination of the Commencement Date as set forth in such Landlord’s notice.

(iv) Notwithstanding anything to the contrary contained herein, Tenant and Tenant’s employees, agents and approved contractors may enter the Premises and the Building pursuant to a license granted hereunder (the “Pre-Commencement License”) for the limited purposes of taking measurements and installing cabling for Tenant’s voice and data systems only, subject to the limitations hereinafter set forth (“Tenant’s IT Installations”). The Pre-Commencement License shall be subject to such reasonable restrictions and conditions as may be imposed by Landlord. The Pre-Commencement License shall commence upon full execution and delivery of this Lease to Tenant and end on the Commencement Date (the “Pre-Commencement License Period”). By executing this Lease, the parties acknowledge that the mutual premises, covenants and conditions set forth herein constitute consideration for the Pre-Commencement License. Tenant’s right to enter into the Premises and Building pursuant to the Pre-Commencement License shall not trigger the Commencement Date. In connection with the access granted under the Pre-Commencement License, Tenant shall: (a) comply with the reasonable restrictions and conditions required by Landlord; (b) obtain and maintain the insurance required by Article 9A(i) of this Lease, and deliver evidence of the same to Landlord prior to Tenant or any Tenant Party (as hereinafter defined) entering the Premises; (c) Tenant and any Tenant Party shall comply with the Rules and Regulations (as hereinafter defined) at all times during such entries to the Premises; (d) Tenant shall indemnify, defend and hold Landlord harmless from and against any losses, costs or damages incurred by Landlord (or the Landlord Indemnitees (as hereinafter defined)), resulting from or in connection with any such entries to the Premises by Tenant or any Tenant Party, including, without limitation, any injuries to persons or damage to the Premises, the Building or any part of the Property caused by Tenant or any Tenant Party, or any violations of Legal Requirements caused by Tenant or any Tenant Party; and (e) Tenant shall comply with all of the terms and conditions of Article 4 of this Lease with respect to any alterations or installations in the Premises performed during the Pre-Commencement License Period. Tenant shall coordinate

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Pursuant to 17 C.F.R. Section 200.83

all activities on and about the Premises relating to Tenant’s IT Installations and any of Tenant’s and its employees’, agents’ or contractors’ entries to the Premises and the Building with Landlord, and Tenant shall not interfere with or hinder Landlord in the performance of Landlord’s Work or the Base Building Work, and any interference or hindrance shall be considered a Tenant Delay (as defined in Schedule B attached hereto).

C. Condition Of Premises. Tenant agrees to accept possession of the Premises in the condition which shall exist on the Commencement Date “as is” subject to the completion of Landlord’s Work and the Base Building Work as provided herein, and further agrees that Landlord shall have no obligation to perform any work or make any installations in order to prepare the Premises for Tenant’s occupancy, other than the performance of Landlord’s Work and the Base Building Work. The taking of possession of the Premises by Tenant shall be presumptive evidence as against Tenant that, at the time such possession was so taken, the Premises and the Building were in good and satisfactory condition and that Landlord’s Work and the Base Building Work was substantially completed. Notwithstanding the foregoing, Tenant shall have the right to give Landlord notice of any latent defects in Landlord’s Work which defects were not (or would not have been) discernible after diligent examination of the Premises, provided that such defects are not caused by any Tenant Party (as hereinafter defined), for a period of one hundred eighty (180) days after the substantial completion of Landlord’s Work, TIME OF THE ESSENCE. Landlord shall complete or repair any such items promptly, but any such items shall not affect the date of substantial completion of Landlord’s Work or the Commencement Date.

D. Permitted Uses.

(i) Tenant shall use and occupy the Premises for the Permitted Uses, and for no other purpose.

(ii) Anything contained herein to the contrary notwithstanding, Tenant shall not use the Premises or any part thereof, or permit the Premises or any part thereof to be used, (a) for the business of photographic, multilith or multigraph reproductions or offset printing (except as set forth in the last sentence of this Subsection D(ii)), (b) for a retail banking, trust company, depository, guarantee or safe deposit business (except that Tenant may provide escrow and similar services in connection with its primary business office use of the Premises), (c) as a savings bank, a savings and loan association or a loan company, (d) for the sale of travelers checks, money orders, drafts, foreign exchange or letters of credit or for the receipt of money for transmission, (e) as a “retail” stock broker’s or dealer’s office which shall be open to the general public (except pursuant to prior appointment), (f) as a restaurant or bar or for the sale of confectionery, soda, beverages, sandwiches, ice cream or baked goods or for the preparation, dispensing or consumption of food or beverages in any manner whatsoever (except that Tenant may install vending machines at the Premises for the use of Tenant’s employees and business guests), (g) as a news or cigar stand, (h) as an employment agency, labor union office, physician’s or dentist’s office or for the rendition of any other diagnostic or therapeutic services, dance or music studio, school (except for the training of employees of Tenant), (i) as a barber shop, beauty salon or manicure shop, (j) for the direct sale, at retail, wholesale or otherwise, of any goods or products, (k) for a public stenographer or typist, (l) for a telephone or telegraph agency, telephone or secretarial service for the public at large, (m) for a messenger service for the public at large, (n) gambling or gaming activities, obscene or pornographic purposes or any sort of commercial

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Pursuant to 17 C.F.R. Section 200.83

sex establishment, (o) for the possession, storage, manufacture or sale of alcohol, drugs or narcotics, (p) for the conduct of a public auction, or (q) for the offices or business of any federal, state or municipal agency or any agency of any foreign government. Notwithstanding the foregoing or any other provision of this Lease, nothing in this Lease shall preclude Tenant from (x) using the Premises as an office for a real estate brokerage firm, including meeting with clients and guests at the Premises by appointment and (y) using any part of the Premises for photographic, multilith or multigraph reproductions in connection with, either directly or indirectly, its own business and/or activities.

(iii) Neither Tenant nor any Tenant Party shall use any portion of the halls, corridors, stairways, elevators or other public portions of the Building or any entranceways, sidewalks or roadways adjoining the Building in any manner which would cause any unreasonable congestion or in any way impede the flow of pedestrian traffic outside of the Premises or the Building.

E. Certificate Of Occupancy.

(i) Within three (3) business days of Landlord’s execution and delivery of this Lease to Tenant, Landlord shall file the application annexed to this Lease as Exhibit 5, with the New York City Department of Buildings (the “DOB”) for a “Schedule A” to the Building’s certificate of occupancy, stating in substance that the permitted occupancy of each of the third (3^rd) and fourth (4^th) floors of the Building will be increased to be at least ninety (90) persons (the “Schedule A”). Landlord shall use good faith, commercially reasonable efforts to obtain the Schedule A within forty-five (45) days after the date of this Lease and deliver a copy thereof to Tenant. In the event that Landlord is unable to obtain the Schedule A and deliver a copy thereof to Tenant within such forty-five (45) day period (which date shall be subject to Unavoidable Delay, which Unavoidable Delay shall not exceed thirty (30) days), the “Schedule A Deadline”), Tenant shall have the right to terminate this Lease on fifteen (15) days’ written notice to Landlord (the “CO Termination Notice”) given at any time after the Schedule A Deadline, but before the date that the Schedule A is issued. In the event that Landlord is unable to obtain the Schedule A within fifteen (15) days after the date of the CO Termination Notice (the “CO Termination Date”), as Tenant’s sole and exclusive remedies: (i) this Lease shall terminate as of the CO Termination Date and neither Landlord nor Tenant shall have any further obligations to each other hereunder, except for such obligations that expressly survive the expiration or earlier termination of the Lease and (ii) Landlord shall, within thirty (30) days after the CO Termination Date (a) refund any prepaid Rent (as hereinafter defined) and Security Deposit to Tenant and (b) pay the Termination Fee to Tenant. Landlord’s obligations pursuant to clause (ii) of the immediately preceding sentence shall survive the termination of the Lease. The term “Termination Fee” as used in this Subsection 1E(i) shall mean the sum of $35,000.00. In the event that Landlord obtains the Schedule A before the CO Termination Date, Tenant’s CO Termination Notice shall be void and the Lease shall not be deemed terminated thereby.

(ii) Provided that this Lease is not terminated pursuant to Subsection 1E(i) above, Landlord shall use commercially reasonable efforts to obtain an amended certificate of occupancy or temporary certificate of occupancy for the Building increasing the number of permitted occupants on each of the third (3^rd) and fourth (4^th) floors of the Building (such temporary or permanent certificate of occupancy is referred to herein as the “Amended CO”) on

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Pursuant to 17 C.F.R. Section 200.83

or before the Commencement Date (subject to Unavoidable Delay not to exceed thirty (30) days, the “Amended CO Deadline”). In the event that Landlord is unable to obtain an Amended CO by the Amended CO Deadline, as Tenant’s sole and exclusive remedy, the Minimum Rent Abatement Period shall be extended two (2) days for each day from and after the Commencement Date that the Amended CO has not been obtained. In the event that Landlord obtains an Amended CO, but the permitted occupancy of each of the third (3^rd) and fourth (4^th) floors of the Building is less than ninety (90) people per floor, Tenant shall receive the following extensions of the Minimum Rent Abatement Period (in addition to any other extensions of the Minimum Rent Abatement Period expressly set forth herein): (a) if the Amended CO allows a permitted occupancy of more than 85 people per floor for each of the third (3^rd) and fourth (4^th) floors, the Minimum Rent Abatement Period shall not be extended; (b) if the Amended CO allows a permitted occupancy of more than 75 people per floor, but less than 84 people per floor for each of the third (3^rd) and fourth (4^th) floors, the Minimum Rent Abatement Period shall be extended for two (2) additional calendar months; and (c) if the Amended CO allows a permitted occupancy of fewer than 74 people per floor for each of the third (3^rd) and fourth (4^th) floors, the Minimum Rent Abatement Period shall be extended for four (4) additional calendar months.

(iii) Tenant shall not at any time use or occupy the Premises in violation of the certificate of occupancy issued for the Premises or for the Building. Landlord agrees that it shall not, at any time during the Term, amend the certificate of occupancy in a manner that would adversely affect Tenant’s ability to use the Premises for office use. A true and correct copy of the certificate of occupancy for the Building is attached hereto as Exhibit 6.

2. RENT.

A. Minimum Rent. Tenant agrees to pay the Minimum Rent in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, in equal monthly installments, in advance, commencing on the Commencement Date and on the first (1^st) day of each calendar month thereafter during the Term (except as hereinafter otherwise provided), at Landlord’s address as set forth herein or such other place as Landlord may designate, without any set-off, offset, abatement or deduction whatsoever, except that Tenant shall pay the first full monthly installment on the execution hereof. If the Commencement Date shall occur on a date other than the first (1^st) day of any calendar month, Tenant shall pay to Landlord, on the Commencement Date, an amount equal to such proportion of an equal monthly installment of Minimum Rent as the number of days from and including the Commencement Date bears to the total number of days in said calendar month. Any Minimum Rent for any other partial month during the Term shall be equitably pro rated on a per diem basis. Landlord shall have the right to require Tenant to pay Minimum Rent when due by wire transfer of funds to an account designated from time to time by Landlord on at least thirty (30) days’ advance notice to Tenant.

B. Additional Rent. All sums other than Minimum Rent payable hereunder shall be deemed to be “Additional Rent” and shall be payable within thirty (30) days of rendition of a statement therefor, unless other payment dates are hereinafter provided. The term “Rent” as used in this Lease shall mean Minimum Rent and Additional Rent. Landlord may apply payments made by Tenant towards the payment of any item of Minimum Rent and/or Additional Rent payable hereunder notwithstanding any designation by Tenant as to the items against which any such payment should be credited.

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Pursuant to 17 C.F.R. Section 200.83

C. Rent Tax. Tenant shall, in addition to and together with the payments of Minimum Rent and any Additional Rent, pay to Landlord any and all sales or rent taxes required by any Governmental Agency to be collected by Landlord in connection with Minimum Rent and Additional Rent. Tenant shall also pay before delinquency any and all taxes, assessments, license fees and public charges levied, assessed or imposed and which become payable during the term of this Lease upon Tenant’s fixtures, furniture, appliances and personal property installed or located in or about the Premises.

D. Rent Credit. Notwithstanding anything to the contrary hereinabove set forth, provided Tenant is not in default under this Lease beyond the expiration of any applicable grace or cure period, Tenant shall be entitled to a credit against the Minimum Rent for the Minimum Rent Abatement Period.

3. ESCALATIONS.

A. Defined Terms.

(i) “Taxes” shall mean the aggregate amount of real estate taxes and any special or other assessments (exclusive of penalties and interest thereon) imposed upon the Real Property and real estate taxes or assessments imposed in connection with the receipt of income or rents from the Building to the extent that same shall be in lieu of all or a portion of the aforesaid taxes or assessments, or additions or increases thereof, including, without limitation, (a) assessments made upon or with respect to any air rights, (b) BID Charges and (c) any assessments levied after the date of this Lease for public benefits to the Real Property or the Building (excluding an amount equal to any assessments that are not payable in installments and are paid in full during the Base Tax Year; to the extent that any assessment is payable in installments that are due during both the Base Tax Year and subsequent Tax Years during the Term, the amount of such assessment shall be excluded from both the calculation of the Base Tax Amount and the calculation of Taxes for any subsequent Tax Year affected by such assessment) which assessments, if payable in installments, shall be deemed payable in the maximum number of permissible installments and there shall be included in real estate taxes for each Comparison Year (hereinafter defined) in which such installments may be paid, the installments of such assessment so becoming payable during such Comparison Year (in the manner in which such taxes and assessments are imposed as of the date hereof), except as specifically set forth above; provided, that if because of any change in the taxation of real estate, any other tax or assessment (including, without limitation, any occupancy, gross receipts, rental, income, franchise, transit or other tax) is imposed upon Landlord or the owner of the Real Property or the Building, or the occupancy, rents or income therefrom, in substitution for or in addition to, any of the foregoing Taxes, such other tax or assessment shall be deemed part of Taxes to the extent that the same are at such time generally assessed against owners or lessors of comparable buildings in the area of Manhattan in which the Building is located. Notwithstanding anything to the contrary contained herein, the term “Taxes” shall not include net income (except as set forth above), franchise or “value added” tax (except as set forth above), inheritance tax or estate tax, commercial occupancy tax (except as set forth above), transfer taxes, mortgage and ground lease recording taxes, and any other taxes and

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Pursuant to 17 C.F.R. Section 200.83

charges on financings of the Real Property or the Building, and any interest, fines or penalties imposed by the taxing authority for late payment (except to the extent such late payment is due to Tenant’s late payment of Additional Rent under this Article 3). For the purposes of this Article 3, Taxes shall be calculated without taking into account any ICIP, ICAP or similar tax abatement, exemption or deferral program affecting the Real Property. With respect to any Comparison Year all expenses, including attorneys’ fees and disbursements, experts’ and other witnesses’ fees, incurred in contesting the validity or amount of any Taxes or in obtaining a refund of Taxes shall be considered as part of the Taxes for such year.

(ii) “Assessed Valuation” shall mean the amount for which the Real Property is assessed pursuant to applicable provisions of the New York City Charter and of the Administrative Code of the City of New York for the purpose of imposition of Taxes.

(iii) “Tax Year” shall mean the period July 1 through June 30 (or such other period as hereinafter may be duly adopted by the City of New York as its fiscal year for real estate tax purposes).

(iv) “BID Charges” shall mean business improvement district taxes and similar charges imposed on the Building and/or the Real Property and any expenses incurred by Landlord in contesting the same.

(v) “Operating Expenses” shall have the meaning set forth in Subsection E of this Article 4.

(vi) “Operating Year” shall mean each calendar year that includes any part of the Term.

(vii) “Comparison Year” shall mean (a) with respect to Taxes, any calendar year during the Term (or such other twelve (12) month fiscal or accounting period as Landlord may reasonably elect) and (b) with respect to Operating Expenses, any Operating Year during the Term. The term “Comparison Year” shall also include any partial Comparison Year occurring during the Term (provided that Tenant’s Tax Payment (as hereinafter defined) or Operating Payment (as hereinafter defined), as applicable, shall be appropriately pro-rated on a per diem basis for any partial Comparison Year).

(viii) “Landlord’s Statement” shall mean an instrument or instruments containing a comparison of any increase or decrease in the Rent for the preceding Comparison Year pursuant to the provisions of this Article 3.

B. Escalation.

(i) If the Taxes payable for any Comparison Year (any part or all of which falls within the Term) shall represent an increase above the Base Tax Amount, then the Rent for such Comparison Year and continuing thereafter until a new Landlord’s Statement is rendered to Tenant, shall be increased by Tenant’s Proportionate Share of such increase (a “Tax Payment”). The Taxes shall be initially computed on the basis of the Assessed Valuation in effect at the time Landlord’s Statement is rendered (as the Taxes may have been settled or finally adjudicated prior to such time) regardless of any then pending application, proceeding or appeal respecting the

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Pursuant to 17 C.F.R. Section 200.83

reduction of any such Assessed Valuation, but shall be subject to subsequent adjustment as provided in Subsection D(i)(a) of this Article 3. Notwithstanding anything to the contrary contained in this Article 3, no Tax Payment shall be due from Tenant for the first twelve (12) months of the Term.

(ii) If the Operating Expenses for any Comparison Year (any part or all of which falls within the Term) shall represent an increase above the Base Operating Factor, then the Rent for such Comparison Year and continuing thereafter until a new Landlord’s Statement is rendered to Tenant, shall be increased by Tenant’s Proportionate Share of such increase (an “Operating Payment”). Notwithstanding anything to the contrary contained in this Article 3, no Operating Payment shall be due from Tenant for the first twelve (12) months of the Term.

C. Payment of Escalations.

(i) At any time prior to, during or after any Comparison Year Landlord shall render to Tenant a Landlord’s Statement or Statements showing separately or together (i) a comparison of the Taxes payable for the Comparison Year with the Base Tax Amount, (ii) a comparison of the Operating Expenses payable for the Comparison Year with the Base Operating Factor, and (iii) the amount of the increase in the Rent resulting therefrom. Landlord’s failure to render a Landlord’s Statement and/or receive payments with respect thereto during or with respect to any Comparison Year shall not prejudice Landlord’s right to render a Landlord’s Statement and/or receive payments with respect thereto during or with respect to any subsequent Comparison Year, and shall not eliminate or reduce Tenant’s obligation to pay increases in the Rent pursuant to this Article 3 for such Comparison Year. Landlord may also at any time and from time to time, furnish to Tenant a revised Landlord’s Statement or Statements showing separately or together (a) a comparison of the Taxes payable for the Comparison Year with the Base Tax Amount and (b) a comparison of the Operating Expenses for the Comparison Year with the Base Operating Factor.

(ii) With respect to an increase in the Rent resulting from an increase in the Taxes for any Comparison Year above the Base Tax Amount, Tenant shall pay to Landlord a sum equal to one-half (¹⁄₂) of such amount on the first day of June and a sum equal to one-half (¹⁄₂) of such amount on the first day of December of each calendar year. If Landlord’s Statement shall be furnished to Tenant after the commencement of the Comparison Year to which it relates, then (I) until Landlord’s Statement is rendered for such Comparison Year, Tenant shall pay Tenant’s Proportionate Share of increases in Taxes for such Comparison Year in semi-annual installments, as described above, based upon the last prior Landlord’s Statement rendered to Tenant with respect to Taxes, and (II) Tenant shall pay to Landlord an amount equal to any underpayment of the Tax Payment theretofore paid by Tenant for such Comparison Year and, in the event of an overpayment by Tenant, Landlord shall permit Tenant to credit against subsequent payments under this Subsection the amount of such overpayment. At Landlord’s option, Landlord may deliver to Tenant a statement setting forth Landlord’s estimate of the Tax Payment for the next succeeding Tax Year (the “Estimated Amount”). In such event, Tenant shall pay the Estimated Amount in advance in equal monthly installments together with that month’s installment of Minimum Rent. In the event of an overpayment or underpayment by Tenant, the difference shall be adjusted in accordance with the terms of this Article 3. The benefit of any discount for any early payment or prepayment of Taxes shall accrue solely to the benefit of Landlord, and such discount shall not be subtracted from the Tax Payment. Tenant shall be obliged to pay the Tax Payment regardless of whether Tenant is exempt, in whole or in part, from the payment of any Taxes by reason of Tenant’s diplomatic status or otherwise.

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(iii) Tenant’s obligations with respect to increases in Operating Expenses shall be payable by Tenant on the first day of the month following the furnishing to Tenant of a Landlord’s Statement with respect to the Operating Expenses in an amount equal to one twelfth (1/12th) of such increase in the Rent multiplied by the number of months (and any fraction thereof) of the Term then elapsed since the commencement of the Comparison Year for which the increase is applicable, together with a sum equal to one twelfth (1/12th) of such increase with respect to the month following the furnishing to Tenant of a Landlord’s Statement; and thereafter, commencing with the next succeeding monthly installment of Rent and continuing monthly thereafter until rendition of the next succeeding Landlord’s Statement, the monthly installments of Rent shall be increased by an amount equal to one twelfth (1/12th) of such increase. Any increase in the Rent shall be collectible by Landlord in the same manner as Rent. At Landlord’s option, Landlord may deliver to Tenant a statement setting forth Landlord’s estimate of the Operating Expenses for the next succeeding Comparison Year (the “Estimated Amount”). In such event, Tenant shall pay the Estimated Amount in advance in equal monthly installments together with that month’s installment of Minimum Rent. In the event of an overpayment or underpayment by Tenant, the difference shall be adjusted in accordance with the terms of this Article 3.

(iv) Following each Landlord’s Statement, a reconciliation shall be made as follows: Tenant shall be debited with any increase in the Rent shown on such Landlord’s Statement and credited with the aggregate, if any, paid by Tenant on account in accordance with the provisions of this Subsection C for the Comparison Year in question; Tenant shall pay any net debit balance to Landlord within thirty (30) days next following rendition by Landlord of a statement for such net debit balance; any net credit balance shall be applied against the next accruing monthly installment of Rent, or refunded to Tenant if no further Rent is due from Tenant to Landlord hereunder. The provisions of this Subsection C(iv) shall survive the expiration or earlier termination of the Lease.

D. Adjustments.

(i) (a) In the event that, after a Landlord’s Statement has been sent to Tenant, an Assessed Valuation which had been utilized in computing the Taxes for a Comparison Year is reduced (as a result of settlement, final determination of legal proceedings or otherwise), and as a result thereof a refund of Taxes is actually received by or on behalf of Landlord, then, promptly after receipt of such refund, Landlord shall send Tenant a statement adjusting the Tax Payment for such Comparison Year (taking into account the expenses mentioned in the last sentence of Subsection A(i) of this Article 3) and setting forth Tenant’s Proportionate Share of such refund and Tenant shall be entitled to receive such share by way of a credit against the Rent next becoming due after the sending of such Landlord’s Statement; provided, however, that (A) Tenant’s Proportionate Share of such refund shall be limited to the amount, if any, which Tenant had theretofore paid to Landlord as increased Rent for such Comparison Year on the basis of the Assessed Valuation before it had been reduced, and (B) if Tenant is in default hereunder at such time, Tenant shall not receive such credit until such time as such default has been cured by Tenant.

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(b) In the event that, after a Landlord’s Statement has been sent to Tenant, the Assessed Valuation which had been utilized in computing the Base Tax Amount is reduced (as a result of settlement, final determination of legal proceedings or otherwise) then, and in such event: (A) the Base Tax Amount shall be retroactively adjusted to reflect such reduction, (B) the monthly installment of Rent shall be increased accordingly, and (C) all retroactive Additional Rent resulting from such retroactive adjustment shall be forthwith payable when billed by Landlord. Landlord promptly shall send to Tenant a statement setting forth the basis for such retroactive adjustment and Additional Rent payments.

(ii) After the end of each Operating Year, Landlord shall furnish to Tenant a Landlord’s Statement for such Operating Year. Each such year-end Landlord’s Statement shall be accompanied by a reasonably detailed computation of Operating Expenses for the Building prepared by the managing agent for the Building or a certified public accountant designated by Landlord from which Landlord shall make the computation of Operating Payment. In making computations of Operating Expenses and the Operating Payment, the certified public accountant or the managing agent may rely on Landlord’s reasonable estimates and allocations whenever said estimates and allocations are needed for this Article 3. If the Landlord’s Statement shows that the sums paid by Tenant under Subsection C(iii) of this Article 3 exceeded Tenant’s Operating Payments required to be paid by Tenant for such Operating Year, Landlord shall credit the amount of such excess against subsequent payments of Rent or, if at the end of the Term there shall not be any further installments of Rent remaining against which Landlord can credit any such overpayments due Tenant, Landlord shall deliver to Tenant Landlord’s check in the amount of the refund due Tenant within thirty (30) days after Tenant shall first be entitled to a credit for the overpayment of Operating Expenses; and if the Landlord’s Statement for such Operating Year shows that the sums so paid by Tenant were less than Tenant’s Operating Payment due for such Operating Year, Tenant shall pay the amount of such deficiency within thirty (30) days after demand therefor.

(iii) Any Landlord’s Statement sent to Tenant shall be conclusively binding upon Tenant unless, within ninety (90) days after such statement is sent, Tenant shall (a) pay to Landlord the amount set forth in such statement, without prejudice to Tenant’s right to dispute the same, and (b) send a written notice to Landlord objecting to such statement and specifying the particular respects in which such statement is claimed to be incorrect. The parties recognize the unavailability of Landlord’s books and records because of the confidential nature thereof.

(iv) Anything in this Article 3 to the contrary notwithstanding, under no circumstances shall the rent payable under this Lease be less than the Minimum Rent set forth herein.

(v) The expiration or termination of this Lease during any Comparison Year for any part or all of which there is an increase in the Rent under this Article shall not affect the rights or obligations of the parties hereto respecting such increase and any Landlord’s Statement relating to such increase may, on a pro rata basis, be sent to Tenant subsequent to, and all such rights and obligations shall survive, any such expiration or termination. Any payments due under such Landlord’s Statement shall be payable within thirty (30) days after such statement is sent to Tenant.

(vi) Landlord and Tenant acknowledge and agree that Tenant’s Operating Payment and Tax Payment shall be appropriately pro-rated on a per diem basis for any partial Tax Year or Operating Year occurring during the Term.

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E. Operating Expenses Definition.

(i) The term “Operating Expenses” shall mean the aggregate of those costs and expenses (and taxes thereon, if any) paid or incurred by Landlord or on behalf of Landlord with respect to the operation, cleaning, repair, safety, replacement (subject to the provisions of this Subsection E), management, security and maintenance of the Real Property, Building Systems, sidewalks, curbs, plazas, and other areas adjacent to the Building, and with respect to the services provided to tenants, including, without limitation: (a) salaries, wages and bonuses paid to, and the cost of any hospitalization, medical, surgical, union and general welfare benefits (including group life insurance), any pension, retirement or life insurance plans and other benefits or similar expenses relating to building employees of Landlord engaged in the operation, cleaning, repair, safety, replacement (subject to the provisions of this Subsection E), management, security or maintenance of the Real Property and the Building Systems or in providing services to tenants, not exceeding the level of building manager; (b) social security, unemployment and other payroll taxes, the cost of providing disability and worker’s compensation coverage imposed by any Legal Requirement, union contract or otherwise with respect to said employees; (c) the cost of gas, oil, steam, water, sewer rental, HVAC and other utilities furnished to the Building and utility taxes; (d) the expenses incurred for casualty, rent, liability, fidelity, plate glass and any other insurance; (e) the cost of repairs, maintenance and painting, including the cost of acquiring or renting all supplies, tools, materials and equipment used in operating or repairing the Building; (f) expenditures, whether by purchase or lease, for capital improvements and capital equipment that: (I) are made by reason of Legal Requirements becoming effective from and after the date of the Lease, or (II) that are reasonably intended, in Landlord’s sole, but reasonable business judgment, to reduce expenses that would otherwise be included in Operating Expenses, or (III) constitute a replacement which in Landlord’s reasonable judgment is prudent to make in lieu of repairs to the replaced item(s), because replacement is reasonably expected to be less expensive than repairing the replaced item, provided that in no event shall the amount included under this clause (III) for any Operating Year exceed Landlord’s reasonable estimate of the amount which Landlord would have otherwise paid to make such repairs during such Operating Year; (g) the cost or rental of all supplies, tools, materials and equipment; (h) the cost of uniforms, work clothes and dry cleaning; (i) the cost of window cleaning, janitorial, concierge, guard, watchman or other security personnel, service or system, if any; (j) management fees not exceeding four (4%) percent of the annual gross rents in the Building; (k) charges of independent contractors performing work included within this definition of Operating Expenses; (l) telephone and stationery costs; (m) legal, accounting and other professional fees and disbursements incurred in connection with the operation and management of the Real Property (that are not included in the management fees described in clause (j) above); (n) association fees and dues; (o) the cost of decorations; (p) depreciation of hand tools and other movable equipment used in the operation, cleaning, repair, safety, management, security or maintenance of the Building; (q) exterior and interior landscaping; and (r) the electrical costs incurred in the operation of the common areas of the Real Property and the Building. Operating Expenses shall be calculated in accordance with good accounting principles, consistently applied and in a manner which is generally recognized or utilized by owners of comparable commercial buildings in the general geographic area of the Premises in Manhattan (“Comparable Buildings”).

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(ii) Notwithstanding the foregoing, Operating Expenses shall not include, and the costs and expenses set forth in subparagraph (i) of this Subsection E shall exclude or have deducted from them, as the case may be: (a) executives’ salaries above the grade of building manager; (b) amounts received or reasonably recoverable by Landlord through proceeds of insurance to the extent they are compensation for sums that would be included in Operating Expenses; (c) cost of repairs or replacements incurred by reason of fire or other casualty or condemnation to the extent Landlord is compensated therefor; (d) costs incurred in performing work or furnishing services or utilities for any tenant, whether at such tenant’s or Landlord’s expense, to the extent that such work or service is in excess of any work or service or utilities that Landlord is obligated to furnish to Tenant at Landlord’s expense; (e) Taxes (including any charges or fees included in the definition of “Taxes”); (f) financing and refinancing costs and mortgage interest and amortization payments and other debt service with respect to the Real Property and any costs relating to the sale or other disposition of all or any part of the Real Property or any interest therein; (g) all costs and expenses incurred in connection with leasing, renovating, improving, remodeling, decorating, and/or installing leasehold improvements for tenants or occupants or prospective tenants and occupants of the Building, including, without limitation, leasing commissions, rental concessions, advertising and promotional expenditures, lease buy-outs and attorneys’ fees in connection therewith; (h) any expense for which Landlord is entitled to be reimbursed by any tenant as an additional charge in excess of Minimum Rent and any escalation rent; (i) amortization and depreciation, except as otherwise specifically provided in subparagraphs (i) and (iii) of this Subsection E; (j) any amount paid to affiliates of Landlord for goods or services to the extent that such costs exceed what such goods and services would have cost if they were not delivered or rendered by an affiliate; (k) rental or any financing costs under any ground or underlying lease; (l) professional fees not allocated to the operation or management of the Real Property and professional fees allocable to disputes with, or preparation of leases for, tenants and prospective tenants; (m) advertising and promotional expenses with respect to the Real Property; (n) amounts otherwise includable in Operating Expenses but which are reimbursed to Landlord directly by Tenant or other tenants of the Building; (o) the cost of the acquisition or installation of artwork, statues or paintings or electronic art, in excess of $10,000.00 per annum (and specifically excluding holiday decorations, which shall be included as Operating Expenses); (p) the cost incurred in respect of any addition to or enlargement of the Building; (q) any interest, fine, penalty or other late charges payable by Landlord, not caused by Tenant; (r) capital improvements and other capital expenditures, except as specifically set forth in Subsection 3E(i)(f) above; (s) Landlord’s charitable or political contributions; (t) costs specifically relating to any maintenance and repair that would only benefit the retail or garage areas of the Building (and would not benefit the office tenants of the Building); (t) bad debt loss, rent loss, or any reserve for bad debt loss or rent loss for the Building; (u) any cost or expense related to the removal, cleaning, abatement or remediation of Hazardous Materials; and (v) any cost relating to compliance with any law or union contract relating to unfunded pension plans.

(iii) Except as set forth below, the cost of any item of capital equipment or any capital expenditure set forth in Subsection 3E(i)(f) hereof, shall be included in Operating Expenses for the Operating Year in which such cost is incurred and in every subsequent Operating Year, on a straight-line basis, to the extent that such items are amortized over the useful life of such capital

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improvement, with interest calculated at an annual rate equal to two (2%) percent over the prime rate of interest in effect at the time of Landlord’s having made said expenditure. Notwithstanding the foregoing, the alterations, repairs, replacements and/or improvements described in clause (III) of Subsection 3E(i)(f), shall be included in Operating Expenses in the Operating Year in which such costs are incurred, except as such costs may be limited as provided in clause (III) of Subsection 3E(i)(f). Additionally, in connection with the costs described in Subsection 3E(i)(f)(II), at Landlord’s option, such costs shall not be amortized over the useful life of the improvement, but shall instead be included in Operating Expenses up to extent of the annual amount of the savings resulting from such alteration, repair, replacement or improvement. If Landlord leases any item of capital equipment designed to result in savings or reductions in expenses that would otherwise be included in Operating Expenses, then the rentals and other costs paid with respect to such leasing shall be included in Operating Expenses for the Operating Years in which such rentals or costs were incurred, but in no event shall the amount includible in Operating Expenses exceed the actual amount of savings for such Operating Year (based on Landlord’s reasonable estimate of what the Operating Expenses would have been without such leased equipment).

(iv) If Landlord is not furnishing any particular work or service (the cost of which if performed by Landlord would constitute an Operating Expense) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord for all or any portion of an Operating Year, Operating Expenses for such Operating Year shall be deemed to be increased by an amount equal to the additional Operating Expenses which reasonably would have been incurred during such Operating Year by Landlord if it had, at its own expense, furnished such work or service to such tenant.

(v) In determining the amount of both the Base Operating Factor and Operating Expenses for any other Operating Year, if less than ninety five (95%) percent of the Building’s rentable area shall have been occupied by tenant(s) at any time during the calendar years 2014 or 2015 or such other Operating Year, Operating Expenses, for purposes of the Base Operating Factor and for such other Operating Year, shall be adjusted to the amount which would normally be expected to be incurred had ninety five (95%) percent of all such areas been occupied throughout the calendar years 2014 or 2015 or such other Operating Year. The provisions of this subparagraph (v) with respect to adjustments of Operating Expenses for vacancy shall apply only to Operating Expenses which are variable and which increase in the same relationship to the increase in occupancy in the Building and shall not apply to any Operating Expenses which do not vary with the level of occupancy in the Building.

F. Audit Right. If Tenant shall send an objection notice pursuant to Subsection D(iii) of this Article 3 with respect to a Landlord’s Statement, Tenant may, at its own expense, select an independent certified public accountant or an internal auditor directly employed by Tenant, that is not being compensated by Tenant, in whole or in part, on a contingency basis (an “Approved Examiner”), and provided that such Approved Examiner is not and has not during the Term been affiliated with, a shareholder in, an officer, director, partner, or employee of, Landlord or any managing agent of Landlord or any affiliate of Landlord, and such Approved Examiner may examine Landlord’s books and records relating solely to disputed aspects of the disputed items to determine the accuracy of Landlord’s Statement. Tenant recognizes the confidential nature of Landlord’s books and records and agrees that information obtained by it or an Approved Examiner

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during any examination (including any compromise, settlement or adjustment relating to the results of such examination) shall be maintained in strict confidence by Tenant and such Approved Examiner. As a condition precedent to Tenant’s exercise of its right to examine Landlord’s books and records, Tenant shall deliver to Landlord a confidentiality agreement, reasonably satisfactory to Landlord, from the Approved Examiner to the same effect as Tenant’s agreement contained in the preceding sentence. If, after such examination, such Approved Examiner shall dispute such Landlord’s Statement, either party may refer the decision of the issues raised to a reputable independent, third party firm of certified public accountants, that does not work (and who has not for the prior five (5) years, worked) for Landlord or Tenant, or an affiliate of either, to be approved by the other party, which approval shall not be unreasonably withheld or delayed (an “Impartial Accountant”). If Landlord and Tenant cannot, using good faith efforts, agree on an Impartial Accountant, either party may refer the selection of the Impartial Accountant to the American Arbitration Association (the “AAA”), in which case, the decision of the AAA shall be binding on both parties. The decision of the Impartial Accountant shall be conclusively binding upon the parties. The fees and expenses involved in resolving such dispute shall be borne by the unsuccessful party (and if both parties are partially unsuccessful, the accountants shall apportion the fees and expenses between the parties based upon the degree of success of each party). Notwithstanding the giving of such notice by Tenant, and pending the resolution of any such dispute, Tenant shall pay to Landlord when due the amount shown on any such Landlord’s Statement, as provided in this Article. If the final results of the audit show an overcharge to Tenant of more than ten (10%) percent of the amount of Operating Costs actually owed by Tenant, then Landlord shall pay Tenant’s reasonable out-of-pocket costs for such audit, not to exceed $10,000.00, and Landlord shall credit or refund to Tenant any overpayment of such items as discovered by the audit within thirty (30) days of completion of such audit. In the event such audit discloses an undercharge of such items as billed to Tenant, Tenant shall pay Landlord the amount of any underpayment based on such undercharge within thirty (30) days of completion of the audit, as Additional Rent.

4. ALTERATIONS.

A. Defined Terms.

(i) “Alterations” shall mean and include all installations, changes, alterations, restorations, renovations, decorations, replacements, additions, improvements and betterments made in or to the Premises or the Building by Tenant. Alterations shall not include Landlord’s Work or the Base Building Work.

(ii) “Building Systems” shall mean the mechanical, gas, electrical, sanitary, heating, air-conditioning, ventilating, elevator, plumbing, life-safety and other service systems of the Building.

(iii) “Governmental Agency(ies)” shall mean the federal government and any state, county, city, borough and municipality, and any division, agency, subdivision, bureau, office, commission, board, authority and department thereof, and any public officer or official and any quasi-governmental officials and authorities, and any insurance boards, having jurisdiction over the Real Property, the Building and/or the Premises.

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(iv) “Legal Requirements” shall mean and include all laws orders, ordinances, directions, notices, rules and regulations of any Governmental Agencies.

(v) “Minor Alterations” shall mean Non-Structural Alterations which do not require the issuance of a building permit or any other governmental authorization, and which cost less than $100,000.00 in the aggregate during any three (3) calendar month period; provided, however, that Minor Alterations that are purely decorative in nature (i.e., painting, the installation or removal of carpeting or wall coverings and the installation or relocation of modular office partitions), shall not be subject to the $100,000.00 cap.

(vi) “Non-Structural Alterations” shall mean Alterations that do not materially affect any part of the base Building Systems (it being understood that the term “base Building Systems” shall not include any Building Systems that are located in and exclusively serve the Premises), or parts of the Building Systems serving other tenants, or materially affect the roof, load bearing walls, columns, risers, beams, floor slabs and other structural components of the Building.

(vii) “Permits” shall mean all governmental permits, approvals, licenses, authorizations, waivers, consents and certificates which may be required in connection with the performance of any Alterations.

(viii) “Specialty Alterations” shall mean Alterations consisting of raised floors, vaults, internal staircases, pneumatic tubes, vertical and horizontal transportation systems, and any other installations which would cost materially more to remove than ordinary office installations.

B. Alterations Within Premises.

(i) Except in accordance with the provisions of this Article, Tenant shall make no Alterations in or to the Premises, whether structural or non-structural, without Landlord’s prior written consent, which consent Landlord agrees not to unreasonably withhold or unduly delay with respect to Non-Structural Alterations that are made entirely within the Premises and which do not affect the structure of the Building or any Building Systems outside (or serving parts of the Building outside) the Premises, or violate, create a condition which violates, or require Landlord to perform any work or incur any expense to ensure compliance with, any Legal Requirements, and then only by contractors or mechanics approved in writing by Landlord (which approval Landlord agrees not to unreasonably withhold or unduly delay with respect to contractors or mechanics performing Non-Structural Alterations).

(ii) Notwithstanding anything to the contrary contained in this Subsection B, Tenant shall have the right, on not less than five (5) days’ prior written notice to Landlord, but without being required to obtain Landlord’s consent, to perform Minor Alterations in or to the Premises, provided that: (y) Tenant shall comply with all applicable Legal Requirements and all of the other applicable requirements governing Alterations set forth in this Lease, and (z) such Minor Alterations shall be performed only by contractors or mechanics approved in writing by Landlord (which approval Landlord agrees not to unreasonably withhold or unduly delay). Tenant’s notice to Landlord regarding a proposed Decorative Alteration should include Landlord expressly reserves the right to exclude from the Building any person, firm or corporation attempting to perform any Alterations or act as construction contractor or manager without Landlord’s prior written consent as provided herein.

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(iii) It shall be Tenant’s responsibility and obligation to ensure that all Alterations: (1) shall be made at Tenant’s own cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate (including reasonable rules governing Alterations as Landlord may from time to time make), (2) shall comply with all Legal Requirements, (3) shall be made promptly and in a good and workmanlike manner using materials substantially similar in quality to the standard generally used in the Building or higher quality materials, (4) shall not affect the appearance of the Building outside of the Premises or be visible from the exterior of the Building, and (5) shall not reduce the value or utility of the Building.

C. Landlord’s Supervisory Fee. Tenant agrees to pay to Landlord’s managing agent or designated construction manager as a supervisory fee an amount equal to five (5%) percent of the cost of any Alterations to be performed by Tenant (other than Minor Alterations) in each instance. Such supervisory fee shall be paid by Tenant prior to the commencement of any such Alterations, based on the estimated cost of such Alterations (including any fees charged by general contractors, architects, construction managers or similar professionals), and upon the completion of such Alterations, Tenant shall pay to Landlord’s managing agent or designated construction manager the difference, if any, between (i) five (5%) percent of the actual cost of such Alterations, and (ii) the amount previously paid as the estimated supervisory fee prior to the commencement of such Alterations. Notwithstanding the foregoing, no Supervisory Fee shall be payable in connection with Tenant’s Alterations if Tenant uses Landlord’s designated contractor or one of Landlord’s preferred contractors (the “Preferred Contractors”). As of the date of this Lease, the Preferred Contractors are: TriStar Construction Corp., JT Magen & Company, Inc., Henegan Construction Co. Inc., James E. Fitzgerald, Inc. and ACC Construction Company, Inc. and Envirochrome. Landlord shall provide Tenant with an updated list of Preferred Contractors upon Tenant’s written request therefor. In addition, Tenant shall reimburse Landlord, as Additional Rent, for any reasonable out-of-pocket expenses to third parties reasonably incurred by Landlord in connection with any Alterations performed by Tenant. Landlord acknowledges that the fees described in this Subsection 4C do not apply to Landlord’s Work or the Base Building Work.

D. Required Submissions; Permits.

(i) Prior to commencing the performance of any Alterations (other than Minor Alterations), Tenant shall furnish to Landlord:

(1) Five (5) sets of plans and specifications prepared by a licensed architect or engineer engaged by Tenant, at the sole cost and expense of Tenant, in sufficient detail to be accepted for filing by the New York City Building Department (or any successor or other Governmental Agency serving a similar function) of such proposed Alterations (the “Plans and Specifications”), and in accordance with Landlord’s requirements for Plans and Specifications. One (1) set of the Plans and Specifications submitted to Landlord shall be half-size and four (4) sets of the Plans and Specifications shall be full size (one of which must be signed and sealed by Tenant’s architect). Landlord’s approval of the Plans and Specifications shall be evidenced by in writing by an authorized representative of Landlord. Landlord reserves the right to disapprove any Plans and Specifications in part, to reserve approval of items shown thereon pending its review

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and approval of other plans and specifications, and/or to condition its approval upon Tenant making revisions to the Plans and Specifications or supplying additional information. If Landlord shall disapprove the Plans and Specifications, then Tenant shall in good faith promptly proceed to amend the Plans and Specifications to satisfy Landlord’s objections and shall resubmit such amended Plans and Specifications to Landlord for approval. In no event shall Landlord’s preliminary or final approval of the Plans and Specifications be deemed to waive or supersede any provision of this Lease relating to such proposed Alterations and, to the extent of a conflict or inconsistency between the Plans and Specifications and the provisions of this Lease, the provisions of this Lease shall control and shall only be deemed amended or superseded if Landlord and Tenant agree to that effect in a written amendment to this Lease. To the extent that Tenant performs Alterations reflected in the Plans and Specifications that conflict or are inconsistent with this Lease, Landlord may have such Alterations removed or conformed to the applicable requirements of this Lease at Tenant’s expense. In the event that Landlord does not respond to the Plans and Specifications or Tenant’s revisions to the Plans and Specifications made pursuant to Landlord’s comments within ten (10) business days, Tenant shall have the right to send Landlord a notice of Landlord’s failure to respond to the Plans and Specifications (a “Tenant Alteration Reminder Notice”), which notice may contain a legend in capital letters and bold type on the first page thereof which states: “PURSUANT TO SUBSECTION D(i)(1) OF ARTICLE 4 OF THE LEASE, IN THE EVENT THAT YOU SHALL NOT RESPOND TO TENANT’S REQUEST FOR APPROVAL OF THE WITHIN DESCRIBED PLANS AND SPECIFICATIONS WITHIN FIVE (5) BUSINESS DAYS, YOU SHALL BE DEEMED TO HAVE CONSENTED TO THE ALTERATIONS SET FORTH ON SUCH PLANS AND SPECIFICATIONS.” In the event that Landlord fails to respond to Tenant’s request for approval of Plans and Specifications within five (5) business days of the Tenant Alteration Reminder Notice, Landlord shall be deemed to have consented to the Alterations described in the referenced Plans and Specifications.

(2) A certificate evidencing that Tenant (or Tenant’s contractors) has (have) procured and paid for worker’s compensation insurance covering all persons employed in connection with the work, who might assert claims for death or bodily injury against Landlord, Tenant, the Real Property and/or the Building as set forth on Exhibit 4 annexed hereto and made a part hereof or as otherwise required by Landlord, and such additional personal injury and property damage insurance (over and above the insurance required to be carried by Tenant pursuant to the provisions of this Lease), builder’s risk, fire and other casualty insurance as Landlord may reasonably require in connection with the Alterations.

(3) If the work to be undertaken requires expenditures by Tenant in excess of $150,000.00 (exclusive of the cost of Minor Alterations), a surety company performance bond in form and substance reasonably satisfactory to Landlord (procured at Tenant’s cost and expense), issued by a surety company reasonably acceptable to Landlord, or other security reasonably satisfactory to Landlord, in an amount equal to at least 125% of the estimated cost of such Alterations, guaranteeing to Landlord and any Mortgagee and/or Lessor the completion thereof and payment therefor within a reasonable time, free and clear of all liens, encumbrances, chattel mortgages, security interests, conditional bills of sale and other charges, and in accordance with the plans and specifications approved by Landlord.

(4) All Permits required by any applicable Legal Requirements, all of which shall be obtained at Tenant’s cost and expense, provided, however, that no plans, specifications or applications shall be filed by Tenant with any Governmental Agency without Tenant first obtaining Landlord’s written consent thereto, which consent shall not be unreasonably withheld or delayed.

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(ii) Notwithstanding anything contained herein to the contrary, Landlord’s engineer, at Tenant’s reasonable expense, will design, in accordance with the Plans and Specifications, all engineering work required for any structural work or any Building Systems. Tenant shall reimburse Landlord for the reasonable cost of such engineering services. Furthermore, with respect to any Alteration affecting any Building Systems, Tenant shall employ, at Tenant’s sole cost and expense, Landlord’s designated contractor (including with respect to Alterations to the Class E Systems of the Building, the electrician for the Building’s Class E Systems contractor).

(iii) Upon Landlord’s approval of the Plans and Specifications, Tenant shall cause the Plans and Specifications to be filed with the Governmental Agencies having jurisdiction thereof, in order to obtain, and shall obtain all Permits which may be required in connection with the performance of such Alterations. Landlord shall have the right to require that Tenant to make all filings using Landlord’s expediter for the Building (provided that such expeditor’s charges are commercially reasonable). Landlord shall with reasonable promptness sign the applications for such Permits prepared by Tenant which require Landlord’s signature and otherwise cooperate with Tenant in connection therewith, at no cost or liability to Landlord.

E. Completion of Alterations.

(i) Tenant, at Tenant’s sole cost and expense, shall complete all Alterations in accordance with the provisions of this Lease. Alterations shall be deemed completed at such time as (a) all certifications, approvals, licenses and permits with respect to such Alterations that may be required to evidence compliance with all Legal Requirements have been obtained and delivered to Landlord, and (b) Tenant shall (1) furnish evidence reasonably satisfactory to Landlord that all Alterations have been completed and paid for in full and that any and all liens therefor that have been or might be filed have been discharged of record or waived and that no security interests relating thereto are outstanding, (2) pay Landlord for the cost of any work performed by Landlord on Tenant’s behalf in connection with such Alterations, (3) except as to Minor Alterations, furnish Landlord with four (4) sets of prints of “as built” drawings of the Premises together with four (4) sets of prints of the same, and the same in CADD format, and, and (4) except as to Minor Alterations, furnish an affidavit in the form recommended by the American Institute of Architects from Tenant’s registered architect certifying that the Alterations have been performed in accordance with the Plans and Specifications as approved by Landlord.

(ii) Tenant shall provide Landlord with copies of all lien waivers (including partial lien waivers) from all contractors and subcontractors performing any Alterations on Tenant’s behalf within five (5) days of Tenant’s receipt thereof, and in any event no later than twenty (20) days after substantial completion of any Alterations.

(iii) Tenant shall keep accurate and complete cost records of all Alterations performed by Tenant, and upon Landlord’s request, shall furnish to Landlord true copies thereof and/or of all contracts entered into and work orders issued by Tenant in connection therewith.

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F. Liens.

(i) In no event shall any material or equipment be incorporated in or affixed to the Premises in connection with any Alterations which is subject to any lien, encumbrances, chattel mortgage, security interest, charge of any kind whatsoever, or is subject to any conditional sale or other similar or dissimilar title retention agreement. Tenant shall not create or permit to be created any lien, encumbrance or charge (levied on account of any taxes or any mechanic’s, laborer’s or materialman’s lien, conditional sale, title retention agreement or otherwise) which might be or become a lien, encumbrance or charge upon the Real Property or Building or any part thereof or the income therefrom, and Tenant shall not suffer any other matter or thing whereby the estate, rights and interest of Landlord in the Real Property or Building or any part thereof might be impaired.

(ii) If any lien, encumbrance or charge referred to in this Subsection F shall at any time be filed against the Real Property or Building or any part thereof, then Tenant, within thirty (30) days after Tenant shall have received notice of the filing thereof and at Tenant’s cost and expense, shall cause the same to be discharged of record by bonding or otherwise. If Tenant shall fail to cause such lien to be discharged within the aforesaid period, then, in addition to any other right or remedy, Landlord may discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings, and in any such event Landlord shall be entitled, if Landlord so elects, to compel the prosecution of an action for the foreclosure of such lien by the lienor and to pay the amount of the judgment in favor of the lienor with interest, costs and allowances. Any amount so paid by Landlord and all reasonable costs and expenses incurred by Landlord in connection therewith, together with interest thereon at the Interest Rate, shall constitute Additional Rent payable by Tenant under this Lease.

G. Miscellaneous Conditions.

(i) Landlord shall not be liable for any failure or diminution of any Building Systems or services, or for any damage to Tenant’s property or the property of any other person, caused by Alterations made by Tenant, notwithstanding Landlord’s consent thereto or to the plans and specifications therefor. Tenant shall promptly correct any faulty or improper Alteration made by Tenant and shall repair any and all damage caused thereby. Upon Tenant’s failure to promptly make such corrections and repairs, Landlord, upon not less than ten (10) days’ notice (except in the event of an emergency) to Tenant, may make such corrections and repairs if Tenant shall fail to do so and charge Tenant for the cost thereof and any such charge shall be deemed Additional Rent. The review and/or approval by Landlord, its agents, consultants and/or contractors, of any Alterations or of Plans and Specifications therefor and the coordination of the performance of such Alterations with the Building, are solely for the benefit of Landlord, and neither Landlord nor any of its agents, consultants or contractors shall have any duty toward Tenant; nor shall Landlord or any of its agents, consultants and/or contractors be deemed to have made any representation or warranty to Tenant, or have any liability, with respect to the safety, adequacy, correctness, efficiency or compliance with Legal Requirements of any Plans and Specifications, Alterations or any other matter relating thereto.

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(ii) All Alterations to be performed by Tenant shall be done in a manner which will not interfere with or disturb other tenants and occupants of the Building nor delay or impose any additional expense on Landlord in the maintenance, cleaning, repair, safety, management and security of the Building or the Building Systems or in the performance of any improvements in the Building. Landlord shall have the right to inspect the performance of the Alterations at any reasonable time to verify compliance by Tenant with the provisions of this Lease.

(iii) Landlord shall permit Tenant’s contractors and suppliers to move construction materials, supplies and equipment for the Alterations to the Premises and to remove construction waste and debris therefrom, by an elevator to be designated by Landlord at times appointed by Landlord after normal business hours or on other than business days, giving effect to other previously made appointments. Tenant’s contractors and suppliers shall pay Landlord’s then Building-standard charges for the use of such elevator as Additional Rent. Such elevator use shall be subject to reasonable scheduling and supervision by Landlord. Tenant shall, and shall cause its contractors and suppliers to, comply with Landlord’s rules and regulations, and Landlord’s directions for the coordination and control of construction activities in the Building and the protection and security of the Building and its systems and occupants.

(iv) If Tenant shall fail to comply with any provision of this Article (beyond notice and the expiration of any applicable cure period), Landlord, in addition to any other remedy herein provided, may require Tenant to immediately cease all work being performed in the Building by or on behalf of Tenant, and Landlord may deny access to the Premises to any person performing work or supplying materials in the Premises.

(v) Tenant shall make any and all modifications and additions and replacements to the existing sprinkler and alarm systems within or serving the Premises as may be necessitated by any Alterations.

(vi) Notwithstanding anything to the contrary contained in this Lease, Tenant shall not be obligated to cure any building violations (each, a “Building Violation”) that have been noted or issued before the date of this Lease, or during the Term of this Lease, that were not caused (in whole or in part) by Tenant or any Tenant Party, and, to the extent that any Building Violation actually, materially and adversely interferes with or materially delays the performance of an approved Alteration, Landlord shall promptly and with due diligence, take any necessary action to cause such Building Violation(s) not to actually, materially and adversely interfere or materially delay the performance of such approved Alteration.

H. Removal of Alterations.

(i) All movable property, furniture, furnishings and trade fixtures furnished by or at the expense of Tenant, other than those affixed to the Premises so that they cannot be removed without damage and other than those replacing an item theretofore furnished and paid for by Landlord or for which Tenant has received a credit or allowance, shall remain the property of Tenant, and may be removed by Tenant from time to time prior to the expiration of the Term. All Alterations made by Tenant, including all paneling, decorations, partitions, railings, mezzanine floors, galleries and the like, which are affixed to the Premises, shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term, provided, however, that Landlord may elect, at Landlord’s option, to require Tenant (a) to remove, prior to the expiration or earlier termination of the Term, at Tenant’s expense, any Specialty Alterations or

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Specialty Work Items (as defined in Schedule B attached hereto), or (b) pay Landlord for the reasonable cost of removal of such Specialty Alterations or Specialty Work Items. Notwithstanding the foregoing, in connection with any request by Tenant for Landlord’s consent to any Alterations, Landlord agrees to inform Tenant at the time of Landlord’s consent if the proposed Alterations are Specialty Alterations that may be required to be removed upon the expiration of the Term of this Lease in accordance with the standards set forth in this Subsection, provided that any notice requesting Landlord’s consent to such Alterations shall contain a legend in capital letters and bold type on the first page thereof which states “PURSUANT TO SUBSECTION H OF ARTICLE 4 OF THE LEASE, IN THE EVENT THAT YOU SHALL CONSENT TO THE PROPOSED ALTERATIONS DESCRIBED IN THIS NOTICE YOU ARE REQUIRED TO INFORM TENANT AT THE TIME OF YOUR CONSENT IF SUCH ALTERATIONS ARE SPECIALTY ALTERATIONS, THAT MAY BE REQUIRED TO BE REMOVED UPON THE EXPIRATION OF THE TERM OF THE LEASE IN ACCORDANCE WITH THE STANDARDS SET FORTH IN SAID SUBSECTION.” Provided that Tenant complies with the notice requirements of this Subsection H(i), if Landlord fails to designate Alterations as Specialty Alterations at the time Landlord approves such Alterations, Landlord shall not be permitted to require that such Alterations be removed prior to the expiration of the Term.

(ii) In any case where Tenant removes any property or Alterations in accordance with Subsection H(i) or otherwise, Tenant shall immediately repair all damage caused by said removal, cap all electrical, plumbing and waste disposal lines in accordance with sound construction practice, and shall restore the Premises to good order and condition at Tenant’s expense. Upon Tenant’s failure to remove any such property or Alterations, Landlord may: (a) remove all such property and Alterations which Landlord may require Tenant to remove pursuant to Subsection H(i), (b) cause the same to be placed in storage, (c) repair any damage caused by said removal and restore the Premises to good order and condition, or (d) deem such property and Alterations to have been abandoned by Tenant, and retain and dispose of said items without any liability to Tenant and without accounting to Tenant for the proceeds thereof. Tenant shall reimburse Landlord for all of the expenses incurred by Landlord in connection therewith.

(iii) The provisions of this Subsection H shall survive the expiration or sooner termination of the Term, whereupon any and all monetary obligations of Tenant pursuant thereto shall be deemed damages recoverable by Landlord.

5. REPAIRS; FLOOR LOAD. Landlord shall maintain and repair the public portions of the Building, both exterior and interior, the structural portions of the Building, the roof of the Building and all Building Systems up to their point of entry to the Premises in a manner reasonably consistent with other class “A” office properties in New York City. Tenant shall, throughout the Term, take good care of the Premises, the fixtures and appurtenances therein and the Building Systems located in the Premises, and at Tenant’s sole cost and expense, make all nonstructural repairs thereto as and when needed to preserve them in good working order and condition, reasonable wear and tear and damage for which Tenant is not responsible under the terms of this Lease excepted. In addition, all damage or injury to the Premises or to any other part of the Building, or to its fixtures, equipment and appurtenances, whether requiring structural or nonstructural repairs, caused by or resulting from any Alterations made by Tenant or any Tenant Party’s acts or omissions, shall be repaired promptly by Tenant, at its sole cost and expense, to the

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reasonable satisfaction of Landlord. All the aforesaid repairs shall be of quality and class equal to the original work or construction and shall be made in accordance with the provisions of Article 4 hereof. Tenant shall give Landlord prompt notice of any defective condition in any plumbing, electrical, air-cooling or heating system located in, servicing or passing through the Premises. Tenant shall not place a load upon any floor of the Premises exceeding the floor load per square foot area which such floor was designed to carry and which is allowed by law. Landlord reserves the right to prescribe the weight and position of all safes, business machines and heavy equipment and installations. Business machines and mechanical equipment shall be placed and maintained by Tenant at Tenant’s expense in settings sufficient in Landlord’s reasonable judgment to absorb and prevent vibration, noise and annoyance. Except as may be expressly provided herein, there shall be no allowance to Tenant for a diminution of rental value and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord, Tenant or others making, or failing to make, any repairs, alterations, additions or improvements in or to any portion of the Building, or the Premises, or in or to fixtures, appurtenances, or equipment thereof. If the Premises be or become infested with vermin, Tenant, at Tenant’s expense, shall cause the same to be exterminated from time to time to the satisfaction of Landlord and shall employ such exterminators and such exterminating company or companies as shall be approved by Landlord.

6. REQUIREMENTS OF LAW.

A. Landlord represents to Tenant that as of the Commencement Date, the Premises shall comply with all Legal Requirements in effect as of the Commencement Date that are applicable to Landlord’s Work and the use of the Premises for general and executive offices.

B. Tenant, at its sole expense, shall comply with all Legal Requirements during the Term which shall now or hereafter impose any violation, order or duty upon Landlord or Tenant with respect to the Premises as a result of the use, occupation or alteration thereof by Tenant. Tenant shall promptly notify Landlord if it receives notice of any violation of, or defaults under, any Legal Requirements, liens or other encumbrances applicable to the Premises. Notwithstanding the foregoing, Tenant shall not be required to make any structural changes to the Building, the Building Systems or the Premises pursuant to this Subsection 6A, unless the same are required due to (i) Tenant’s particular manner of use of the Premises or operation of its installations, equipment or other property therein (other than the mere use of the Premises as generic executive and general offices), (ii) any cause or condition created by or at the instance of Tenant, or (iii) the breach of any of Tenant’s obligations hereunder.

B. Tenant shall not do or permit to be done any act or thing upon the Premises which will invalidate or be in conflict with any insurance policies covering the Building and fixtures and property therein; and shall not do, or permit anything to be done in or upon the Premises, or bring or keep anything therein, except as now or hereafter permitted by Legal Requirements. If by reason of Tenant’s acts or omissions, the fire insurance rate shall at the beginning of this Lease or at any time thereafter be higher than it otherwise would be, then Tenant shall reimburse Landlord, as Additional Rent hereunder, for that part of all fire insurance premiums thereafter paid by Landlord which shall have been charged because of such failure or use by Tenant. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or “make up” of rates for the Building or the Premises issued by the New York Fire Insurance Rating Organization, or other body fixing such fire insurance rates, shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to the Premises.

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C. If any governmental license or permit shall be required for the proper and lawful conduct of Tenant’s business and if the failure to secure such license or permit would, in any way, affect Landlord or the Building, then Tenant, at Tenant’s expense, shall promptly procure and thereafter maintain, submit for inspection by Landlord, and at all times comply with the terms and conditions of, each such license or permit.

7. SUBORDINATION.

A. Subordination. This Lease is subject and subordinate to each and every ground or underlying lease of the Real Property or the Building heretofore or hereafter made by Landlord (collectively the “Superior Leases”) and to each and every trust indenture and mortgage (collectively the “Mortgages”) which may now or hereafter affect the Real Property, the Building or any such Superior Lease and the leasehold interest created thereby, and to all renewals, extensions, supplements, amendments, modifications, consolidations, and replacements thereof or thereto, substitutions therefor and advances made thereunder. This clause shall be self-operative and no further instrument of subordination shall be required to make the interest of any lessor under a Superior Lease (a “Lessor”), or trustee or mortgagee of a Mortgage (a “Mortgagee”) superior to the interest of Tenant hereunder. In confirmation of such subordination, however, Tenant shall execute promptly any certificate that Landlord may reasonably request. If, in connection with the financing of the Real Property, the Building or the interest of the lessee under any Superior Lease, any lending institution shall request reasonable modifications of this Lease that do not, except to a de minimis extent, increase the obligations or adversely affect the rights of Tenant under this Lease, Tenant covenants to make such modifications.

B. Attornment. If at any time prior to the expiration of the Term, any Mortgage shall be foreclosed or any Superior Lease shall terminate or be terminated for any reason, Tenant agrees, at the election and upon demand of any owner of the Real Property or the Building, or the lessor under any such Superior Lease, or of any mortgagee in possession of the Real Property or the Building, to attorn, from time to time, to any such owner, lessor or mortgagee, upon the then executory terms and conditions of this Lease, for the remainder of the term originally demised in this Lease, provided that such owner, lessor or mortgagee, as the case may be, or receiver caused to be appointed by any of the foregoing, shall not then be entitled to possession of the Premises. The provisions of this Subsection B shall inure to the benefit of any such owner, lessor or mortgagee, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of any such Superior Lease, and shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon demand of any such owner, lessor or mortgagee, agrees to execute, from time to time, instruments in confirmation of the foregoing provisions of this Subsection B, satisfactory to any such owner, lessor or mortgagee, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Nothing contained in this Subsection B shall be construed to impair any right otherwise exercisable by any such owner, lessor or mortgagee.

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C. Certificates. From time to time, within ten (10) days next following request by Landlord or any Mortgagee, Tenant shall deliver to Landlord or such Mortgagee, as the case may be, a written statement executed and acknowledged by Tenant, in form satisfactory to Landlord or such Mortgagee, (i) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) setting forth the date to which the Minimum Rent, Additional Rent and other charges hereunder have been paid, together with the amount of fixed base monthly Minimum Rent then payable, (iii) stating whether or not, to the best knowledge of Tenant, Landlord is in default under this Lease, and, if Landlord is in default, setting forth the specific nature of all such defaults, (iv) stating the amount of the security deposit under this Lease, (v) stating whether there are any subleases affecting the Premises, (vi) stating the address of Tenant to which all notices and communications under the Lease shall be sent, the Commencement Date and the Expiration Date, and (vii) as to any other matters requested by Landlord or such Mortgagee. Tenant acknowledges that any statement delivered pursuant to this Subsection may be relied upon by any purchaser or owner of the Real Property or the Building, or Landlord’s interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee, or by any assignee of any Mortgagee, or by any Lessor. In the event that Tenant fails to execute, acknowledge and deliver a statement in accordance with the provisions hereof within ten (10) days after Landlord’s initial request therefor, Landlord may deliver a second request to Tenant, advising Tenant that if such failure continues for an additional three (3) business days: (i) Tenant’s failure to respond shall constitute an acknowledgment by Tenant, which may be relied on by any person who would be entitled to rely upon any such statement, that such statement as submitted by Landlord is true and correct and (ii) Tenant shall pay to Landlord, as Additional Rent, the sum of $500.00 per day for each day after said additional three (3) business day period that such certificate is not delivered to Landlord as required hereby.

D. Subordination and Non-Disturbance Agreement. With respect to any current Mortgages and Superior Leases affecting the Premises, Landlord agrees (subject to the qualifications hereinafter set forth) to obtain from the holders of any such Mortgages and Superior Leases, a Subordination and Non-Disturbance Agreement (“SNDA”) in favor of Tenant on such Mortgagee’s or Lessor’s standard form, within thirty (30) days of the date of this Lease, which Tenant agrees to execute and deliver to Landlord within ten (10) business days after receipt thereof. With respect to any future Mortgages and current or future Superior Leases affecting the Building, Landlord agrees (subject to the qualifications hereinafter set forth) to request from the holders of any such Mortgages and Superior Leases, an SNDA in favor of Tenant on such Mortgagee’s or Lessor’s standard form, which Tenant agrees to execute and deliver to Landlord within ten (10) business days after receipt thereof; provided, however, Landlord shall have no liability to Tenant and this Lease shall not be affected in the event that Landlord is unable to obtain an SNDA from any current or future Mortgagee or Lessor, except that, in such event, this Lease shall not be subordinate to such Mortgage or Superior Lease. Notwithstanding the foregoing, in the event that Landlord delivers to Tenant said Mortgagee’s or Lessor’s commercially reasonable standard form of SNDA and Tenant fails or refuses to execute the same, this Lease shall be subject and subordinate to such Mortgage or Superior Lease. Landlord shall in no event be required to expend any monies or commence or prosecute litigation or reject financing which is otherwise satisfactory to it to obtain an SNDA, and Tenant agrees to be liable for any processing fees and reasonable attorneys’ fees charged by the holders of such superior instruments in connection with obtaining such SNDA. Landlord represents that as of the date of this Lease: (i) there are no Superior Leases affecting the Premises and (ii) the only Mortgage affecting the Premises is that certain Consolidated, Amended and Restated Mortgage and Security Agreement between Landlord and JPMorgan Chase Bank, N.A. dated as of December 22, 2004, and recorded with the Office of the

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New York City Register, New York County (the “Recorder’s Office”) on January 28, 2005 as CRFN 2005000057656 (the “Consolidated Mortgage”) which Consolidated Mortgage was assigned to Wells Fargo Bank, N.A., as Trustee for the Registered Holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-CIBC11 dated as of March 30, 2005 and recorded with the Recorder’s Office on June 15, 2005 as CRFN 2005000345545.

8. RULES AND REGULATIONS. Tenant and the Tenant Parties shall observe, and comply with, the Rules and Regulations annexed hereto and made a part hereof as Schedule A and such other and further reasonable Rules and Regulations as Landlord or Landlord’s agents may from time to time adopt (collectively, the “Rules and Regulations”) on such notice to be given as Landlord may elect. In case Tenant disputes the reasonableness of any additional Rule or Regulation hereafter made or adopted by Landlord or Landlord’s agents, the parties hereto agree to submit the question of the reasonableness of such Rule or Regulation for decision to the American Arbitration Association, or to such impartial person or persons as he may designate, whose determination shall be final and conclusive upon the parties hereto. The right to dispute the reasonableness of any additional Rule or Regulation upon Tenant’s part shall be deemed waived unless the same shall be asserted by service of a notice in writing upon Landlord within sixty (60) days after receipt by Tenant of written notice of the adoption of any such additional Rule or Regulation. Nothing in this Lease contained shall be construed to impose upon Landlord any duty or obligation to enforce the Rules and Regulations or terms, covenants or conditions in any other lease, against any other tenant and Landlord shall not be liable to Tenant for violation of the same by any other tenant, its servants, employees, agents, visitors or licensees. Landlord shall not enforce the Rules and Regulations against Tenant in a discriminatory manner. In the event of a conflict between the Rules and Regulations and the terms of this Lease, the terms of this Lease shall prevail.

9. INSURANCE.

A. Tenant’s Insurance. Tenant shall obtain and thereafter maintain during the Term, on or before the earlier to occur of (a) the Commencement Date, or (b) the date that Tenant or any Tenant Party (as hereinafter defined) enters the Premises for any purpose, including, without limitation, pursuant to Subsection 1B(iv) hereof):

(i) A policy of commercial general liability and property damage insurance on an occurrence basis, with a broad form contractual liability endorsement. The minimum limits of liability shall be a combined single limit with respect to each occurrence in an amount of not less than $1,000,000 per occurrence/$5,000,000 general aggregate for injury (or death) and damage to property, which amount may be satisfied with a primary commercial general liability policy of not less than $1,000,000 and an excess (or umbrella) liability policy affording coverage, at least as broad as that afforded by the primary commercial general liability policy, in an amount not less than the difference between $5,000,000 and the amount of the primary policy. Such insurance may be carried under a blanket policy covering the Premises and other locations of Tenant, provided such a policy contains an endorsement (a) naming the Landlord Indemnitees as additional insureds and (b) specifically referencing the Premises. Whenever, in Landlord’s reasonable judgment, good business practice and changing conditions indicate a need for additional amounts or different types of insurance coverage, Tenant shall, within twenty (20) days after Landlord’s request, obtain such insurance coverage, at Tenant’s expense.

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(ii) An insurance policy for Tenant’s property and Alterations, in either case to the extent insurable under the available standard forms of “all risk” insurance policies, in an amount equal to one hundred (100%) percent of the replacement value thereof.

(iii) Workers’ compensation insurance providing statutory benefits for Tenant’s employees and employer’s liability.

(iv) Business interruption or rental insurance with a minimum limit of at least $250,000.00 per year.

All insurance required to be carried by Tenant pursuant to the terms of this Lease shall be effected under valid and enforceable policies issued by reputable and independent insurers permitted to do business in the State of New York, and rated in Best’s Insurance Guide, or any successor thereto (or if there be none, an organization having a national reputation) as having a general policyholder rating of “A” and a financial rating of at least “13”. All such policies shall contain a provision that the insurance company will not cancel or refuse to renew the policy, or change in any material way the nature or extent of the coverage provided by such policy (a “Cancellation or Modification Notice”), without first giving Landlord and Tenant at least thirty (30) days’ written notice by certified mail, return receipt requested. In the event that Tenant’s insurer will not agree to give Landlord a Cancellation or Modification Notice, Tenant shall, upon receipt of a Cancellation or Modification Notice, promptly deliver a copy thereof to Landlord (and Tenant’s failure to do so will be a default under this Lease). Prior to the time such insurance is first required to be carried by Tenant and thereafter at least thirty (30) days prior to the termination of any existing policy, Tenant shall deliver to Landlord a certificate evidencing the effectiveness of the insurance policies required to be maintained hereunder. Each policy required hereunder shall contain a clause that the policy and the coverage evidenced thereby shall be primary with respect to any policies carried by Landlord, and that any coverage carried by Landlord shall be excess insurance. The limits of the insurance required under this Article shall not limit the liability of Tenant under this Lease. In the event that Tenant fails to continuously maintain insurance as required hereby, Landlord may, at its option and without relieving Tenant of any obligation hereunder, order such insurance and pay for the same at the expense of Tenant. In such event, Tenant shall repay the amount expended by Landlord, with interest thereon, as Additional Rent. Tenant acknowledges that Landlord will not carry insurance on and shall not be responsible for damage to, Tenant’s Alterations, fixtures, furnishings, equipment or other property, and that Landlord shall not carry insurance against, or be responsible for any loss suffered by Tenant due to, interruption of Tenant’s business.

B. Waiver of Subrogation. The parties hereto shall procure an appropriate clause in, or endorsement on, any fire or extended coverage property insurance covering the Premises and the Building, as well as personal property, fixtures and equipment located thereon or therein, pursuant to which the insurance companies waive subrogation or consent to a waiver of right of recovery, and having obtained such clauses or endorsements of waiver of subrogation or consent to a waiver of right of recovery, will not make any claim against or seek to recover from the other for any loss or damage to its property or the property of others resulting from fire or other hazards covered by such fire and extended coverage insurance, provided, however that the release,

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discharge, exoneration and covenant not to sue herein contained shall be limited by and be coextensive with the terms and provisions of the waiver of subrogation clause or endorsements or clauses or endorsements consenting to a waiver of right of recovery. If the payment of an additional premium is required for the inclusion of such waiver of subrogation provision, each party shall advise the other of the amount of any such additional premiums and the other party at its own election may, but shall not be obligated to, pay the same. If such other party shall not elect to pay such additional premium, the first party shall not be required to obtain such waiver of subrogation provision.

10. DESTRUCTION OF THE PREMISES; PROPERTY LOSS OR DAMAGE.

A. Repair of Damage. If the Premises shall be damaged by fire or other casualty, the damages shall be repaired by and at the expense of Landlord promptly following notice thereof by Tenant and the Rent until such repairs shall be made shall be reduced in the proportion which the area of the part of the Premises which is not usable by Tenant bears to the total area of the Premises; provided, however, should Tenant reoccupy a portion of the Premises for the conduct of its business prior to the date such repairs are made, the Rent shall be reinstated with respect to such reoccupied portion of the Premises and shall be payable by Tenant from the date of such occupancy. Landlord shall have no obligation to repair any damage to, or to replace, any fixtures, furniture, furnishings, equipment or other property or effects of Tenant and Landlord’s restoration obligations shall be limited to placing the Premises into their condition on the Commencement Date. Tenant shall (i) cooperate with Landlord in the restoration of the Premises and shall remove from the Premises as promptly as possible all of Tenant’s salvageable inventory, movable equipment, furniture and other property, and (ii) repair the damage to Tenant’s property and restore the Premises within one hundred eighty (180) days after Landlord has substantially completed its restoration obligations.

B. Termination Options.

(i) Anything in Subsection A of this Article to the contrary notwithstanding, if the Building shall be so damaged by fire or other casualty that: (a) Landlord is terminating leases affecting at least forty (40%) percent of the rentable square foot area of the office portion of the Building; or (b) in Landlord’s opinion either: (x) substantial alteration, demolition or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable) or (y) the Building, after its repair, alteration or restoration shall not be economically viable as an office building, then in any of such events, Landlord, at Landlord’s option, may, not later than ninety (90) days following the settlement of the insurance claim (the “Determination Date”), but in no event, more than one hundred eighty (180) days after the date of the damage, give Tenant a notice in writing terminating this Lease. If Landlord elects to terminate this Lease, the Term shall expire upon the tenth (10^th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord. Upon the termination of this Lease under the conditions provided for in the next preceding sentence, Tenant’s liability for Rent shall cease as of the day following such damage.

(ii) In the case of any fire or other casualty which affects the Premises to such a degree that Tenant is compelled to vacate the Premises, within forty-five (45) days from the Determination Date Landlord shall deliver to Tenant a statement prepared by a reputable contractor

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setting forth such contractor’s good faith estimate as to the time required to repair such damage. If such estimated time exceeds twelve (12) months from the date of the casualty, Tenant may elect to terminate this Lease by giving notice to Landlord not later than thirty (30) days following Tenant’s receipt of such statement. If Tenant makes such election, the Term shall expire on the thirtieth (30th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord. If Tenant does not elect to terminate this Lease pursuant to this Subsection B(ii) (or is not entitled to terminate this Lease pursuant to this Subsection B(ii)), Landlord shall be obligated to perform such repairs. If such repairs are not completed within sixty (60) days after the expiration of the period estimated for effecting such repairs, Tenant may elect to terminate this Lease by giving notice to Landlord not later than fifteen (15) days following the expiration of such sixty (60) day period. If Tenant makes such election, the term of this Lease shall expire on the thirtieth (30th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord, unless Landlord shall have substantially completed the required repairs and restored the Premises prior to the expiration of such thirty (30) day period in which case Tenant’s termination notice shall be null and void.

C. Provision Controlling. The parties agree that this Article constitutes an express agreement governing any case of damage or destruction of the Premises or the Building by fire or other casualty, and that Section 227 of the Real Property Law of the State of New York, which provides for such contingency in the absence of an express agreement, and any other law of like import now or hereafter in force shall have no application in any such case.

D. Property Loss or Damage. Any Building employee to whom any property shall be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise. Neither Landlord nor its agents shall be liable for any injury or damage to persons or property or interruption of Tenant’s business resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow or leaks from any part of the Building or from the pipes, appliances or plumbing works or from the roof, street or subsurface or from any other place or by dampness or by any other cause of whatsoever nature; nor shall Landlord or its agents be liable for any such damage caused by other tenants or persons in the Building or caused by construction of any private, public or quasi-public work; nor shall Landlord be liable for any latent defect in the Premises or in the Building. Anything in this Lease to the contrary notwithstanding, nothing in this Lease shall be construed to relieve Landlord from responsibility directly to Tenant for any loss or damage caused directly to Tenant wholly or in part by the negligence or willful misconduct of Landlord or its employees or agents. If at any time any windows of the Premises are temporarily closed, darkened or bricked-up for any reason whatsoever including, but not limited to, Landlord’s own acts, or any of such windows are permanently closed, darkened or bricked-up if required by law or related to any construction upon property adjacent to the Real Property by Landlord or others, Landlord shall not be liable for any damage Tenant may sustain thereby and Tenant shall not be entitled to any compensation therefor nor abatement of Rent nor shall the same release Tenant from its obligations hereunder nor constitute an eviction. Tenant shall give prompt notice to Landlord in case of fire or accident in the Premises or in the Building discovered by Tenant. Tenant shall not move any safe, heavy machinery, heavy equipment, freight, bulky matter or heavy fixtures into or out of the Building, to the extent the same require special handling, without Landlord’s prior consent, which consent shall

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not be unreasonably withheld or delayed, and payment to Landlord of Landlord’s reasonable costs in connection therewith. If such safe, machinery, equipment, freight, bulky matter or fixtures requires special handling, Tenant agrees to employ only persons holding a Master Rigger’s License to do said work, and that all work in connection therewith shall comply with the Administrative Code of the City of New York and all other laws and regulations applicable thereto, and shall be done during such hours as Landlord may reasonably designate.

11. CONDEMNATION.

A. Condemnation. If the whole or any substantial part of the Building or the Premises shall be acquired or condemned for any public or quasi-public use or purpose, this Lease and the Term shall end as of the date of the vesting of title with the same effect as if said date were the Expiration Date. If only a part of the Building or Premises shall be so acquired or condemned then this Lease shall continue in force and effect, except (i) if a part of the Premises is acquired or condemned, from and after the date of the vesting of title, the Rent shall be reduced in the proportion which the area of the part of the Premises so acquired or condemned bears to the total area of the Premises immediately prior to such acquisition or condemnation, (ii) if the part of the Building so acquired or condemned shall contain more than thirty (30%) percent of the total area of the Premises immediately prior to such acquisition or condemnation, or if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to the Premises, Tenant, at Tenant’s option, may terminate this Lease, and (iii) whether or not the Premises shall be affected thereby, Landlord, at Landlord’s option, may terminate this Lease. Any termination by Landlord or Tenant must be given within sixty (60) days following the date of notice of vesting of title. If any termination notice is given by Landlord or Tenant this Lease and the Term shall come to an end and expire five (5) days after the date of the termination notice with the same effect as if the date of expiration of said five (5) days were the Expiration Date. If a part of the Premises shall be so acquired or condemned and this Lease shall not be terminated pursuant to the foregoing provisions of this Subsection, Landlord, at Landlord’s expense, shall restore that part of the Premises not so acquired or condemned to a self-contained rental unit. In the event of any termination of this Lease pursuant to the provisions of this Subsection A, the Rent shall be apportioned as of the date of termination and any prepaid portion of Rent for any period after such date shall be refunded by Landlord to Tenant.

B. Award. In the event of any such acquisition or condemnation, Landlord shall be entitled to receive the entire award for any such acquisition or condemnation, Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term and Tenant hereby expressly assigns to Landlord all of its right in and to any such award. Nothing contained in this Subsection B shall be deemed to prevent Tenant from making a claim in any condemnation proceedings for the then value of any furniture, furnishings and fixtures installed by and at the sole expense of Tenant and included in such taking or for moving expenses, provided that such award shall not reduce the amount of the award otherwise payable to Landlord.

12. ASSIGNMENT AND SUBLETTING.

A. Prohibition Without Consent. Except as otherwise set forth herein, Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage, pledge, encumber or otherwise

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transfer this Lease, nor underlet, nor suffer, nor permit the Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance as hereinafter provided. If this Lease be assigned, or if the Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant that continues beyond the expiration of the applicable notice and cure period, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the Rent herein reserved, but no assignment, underletting, occupancy or collection shall be deemed a waiver of the provisions hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting, which consent shall not be unreasonably withheld, conditioned or delayed pursuant to the provisions of Subsection F, G and H hereof (and subject further to Landlord’s rights pursuant to the provisions of Subsection C and I hereof). In no event shall any permitted sublessee assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord’s prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayed pursuant to the provisions of Subsection F, G and H hereof (and subject further to Landlord’s rights pursuant to the provisions of Subsection C and I hereof). Any assignment, sublease, mortgage, pledge, encumbrance or transfer in contravention of the provisions of this Article shall be void.

B. Notice of Proposed Transfer. If Tenant shall at any time or times during the Term desire to assign this Lease or sublet all or part of the Premises, then whether or not Landlord’s consent is required, Tenant shall give notice thereof to Landlord (a “Transfer Notice”), which notice shall be accompanied by (i) a conformed or photostatic copy of the proposed assignment or sublease, or a fully executed term sheet, including all of the material terms of the proposed assignment or sublease, including, without limitation, the permitted use of the applicable portion of the Premises, any consideration being paid therefor (including any additional rent and escalations), the effective date of a proposed assignment or commencement date of a proposed sublease (as applicable), which date shall not be less than thirty (30) nor more than one hundred and eighty (180) days after the giving of such notice, any concessions, tenant improvement allowance or free rent periods, and, in connection with a proposed sublease, the length of the term (the “Term Sheet”), (ii) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant (a “Transferee”), the nature of its business and its proposed use of the Premises, (iii) current financial information with respect to the proposed Transferee, including, without limitation, its most recent financial report, and (iv) such additional information related to the proposed Transferee as Landlord shall reasonably request, if any.

C. Landlord’s Recapture Option. Each Transfer Notice with respect to a proposed assignment or sublease whose effective date or commencement date (as applicable) is after the second (2^nd) anniversary of the Commencement Date shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at its option, in connection with either an assignment of the Lease or a sublease of at least one (1) full floor of the Premises for all or substantially all of the remainder of the Term (a) sublease the portion of the Premises proposed to be subleased (hereinafter called the “Subject Space”) from Tenant upon the terms and conditions hereinafter set forth (if the proposed transaction is a sublease of at least one (1) full floor of the

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Premises for all or substantially all of the remainder of the Term), (b) terminate this Lease (if the proposed transaction is an assignment of the Lease or a sublease of all or substantially all of the Premises for all or substantially all of the remainder of the Term) or (c) terminate the Lease with respect to the Subject Space (if the proposed transaction is a sublease of one (1) full floor of the Premises for all or substantially all of the remainder of the Term) (the foregoing options are collectively referred to herein as the “Recapture Option”). The Recapture Option may be exercised by Landlord by notice to Tenant at any time within thirty (30) days after the aforesaid notice has been given by Tenant to Landlord; and during such thirty (30) day period Tenant shall not assign this Lease nor sublet such space to any person or entity.

D. Effect of Termination by Landlord.

(i) If Landlord exercises its option to terminate this Lease, then (i) this Lease shall end and expire on the date that such assignment or sublet was to commence, (ii) the Minimum Rent and Additional Rent due hereunder shall be paid and apportioned to such date, and (iii) Landlord shall be free to and shall have no liability to Tenant if Landlord should lease the Premises (or any part thereof) to Tenant’s prospective Transferee.

(ii) If Landlord exercises its option to terminate this Lease with respect to a proposed sublease where the Subject Space is less than the entire Premises, then (a) this Lease shall end and expire with respect to the Subject Space as of the date that such sublet was to commence, (b) the Minimum Rent and Additional Rent due hereunder for the Subject Space shall be paid and apportioned to such date, (c) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to physically separate the subleased space from the balance of the Premises and to comply with any legal or insurance requirements relating to such separation, (d) from and after the date that such sublet was to commence, the Minimum Rent and Tenant’s Proportionate Share shall be adjusted on a pro-rata basis to reflect the reduction in the size of the Premises; and (e) Landlord shall be free to and shall have no liability to Tenant if Landlord should lease the Subject Space (or any part thereof) to Tenant’s prospective Transferee. The parties shall enter into a reasonable amendment of this Lease to reflect the modifications to this Lease described in this Subsection 12D(ii).

E. Takeback by Landlord.

(i) If Landlord exercises its option to sublet the Subject Space, such sublease to Landlord or its designee (as subtenant) shall be at the lower of (a) the rental rate per rentable square foot of Minimum Rent and Additional Rent then payable pursuant to this Lease, or (b) the rentals set forth in the proposed sublease, and shall be for the same term as that of the proposed subletting, and such sublease:

(a) shall be expressly subject to all of the covenants, agreements, terms, provisions and conditions of this Lease except such as are irrelevant or inapplicable, and except as otherwise expressly set forth to the contrary in this Article;

(b) shall be upon the same terms and conditions as those contained in the proposed sublease, except such as are irrelevant or inapplicable and except as otherwise expressly set forth to the contrary in this Article;

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(c) shall give the sublessee the unqualified and unrestricted right, without Tenant’s permission, to assign such sublease or any interest therein and/or to sublet the Subject Space or any part or parts of the Subject Space and to make any and all changes, alterations and improvements in the Subject Space, and if the proposed sublease will result in all or substantially all of the Premises being sublet, grant Landlord or its designee the option to extend the term of such sublease for the balance of the term of this Lease less one (1) day;

(d) shall provide that any assignee or further subtenant of Landlord or its designee, may, at the election of Landlord, be permitted to make alterations, decorations and installations in the Subject Space or any part thereof and shall also provide in substance that any such alterations, decorations and installations in such space therein made by any assignee or subtenant of Landlord or its designee may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease provided that such assignee or subtenant, at its expense, shall repair any damage and injury to such space so sublet caused by such removal; and

(e) shall provide that (1) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (2) any assignment or subletting by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord, in Landlord’s uncontrolled discretion, shall deem suitable or appropriate, (3) Tenant, at Tenant’s expense, shall and will at all times provide and permit reasonably appropriate means of ingress to and egress from the Subject Space to Landlord or its designee, (4) Landlord, at Tenant’s expense, may make such alterations as may be required or deemed necessary by Landlord to physically separate the subleased space from the balance of the Premises and to comply with any legal or insurance requirements relating to such separation, and (5) that at the expiration of the term of such sublease, Tenant will accept the Subject Space in its then existing condition, subject to the obligations of the sublessee to make such repairs thereto as may be necessary to preserve the Subject Space in good order and condition.

(ii) If Landlord exercises its option to sublet the Subject Space, (a) Landlord shall indemnify and save Tenant harmless from all obligations under this Lease as to the Subject Space during the period of time it is so sublet to Landlord and from any claims brought by third parties with respect to any accidents or injuries in the Subject Space; (b) performance by Landlord, or its designee, under a sublease of the Subject Space shall be deemed performance by Tenant of any similar obligation under this Lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this Lease (or otherwise under this Lease) nor shall Tenant be liable for any default under this Lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease; and (c) Tenant shall have no obligation, at the expiration or earlier termination of the Term, to remove any alteration, installation or improvement made in the Subject Space by Landlord (or its designee).

(iii) Tenant shall have no responsibility for, or liability to Landlord or any other person, with respect to any act or omission of the sublessee under a sublease of the Subject Space, or any assignee or further sublessee of the Subject Space, and no such act or omission shall constitute or give rise to a default under this Lease. Performance by Landlord or such person, assignee or sublessee of an obligation of Tenant under this Lease pursuant to the terms of any sublease of the Subject Space shall be deemed performance by Tenant of such obligation under this Lease related to the Subject Space.

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F. Conditions for Landlord’s Approval. In the event Landlord does not exercise the Recapture Option, Landlord’s consent (which must be in writing and form reasonably satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld or delayed, provided and upon condition that:

(i) Tenant shall have complied with the provisions of Subsection B of this Article and, if applicable, Landlord shall not have exercised the Recapture Option;

(ii) In Landlord’s reasonable judgment the proposed Transferee is engaged in a business or activity, and the Premises, or the relevant part thereof, will be used in a manner, which (a) is in keeping with the then standards of the Building, (b) is limited to the use of the Premises for the Permitted Use, and (c) the proposed occupancy shall not, in Landlord’s reasonable opinion, increase the office cleaning requirements or the Building’s operating or other expenses or impose an extra burden upon services to be supplied by Landlord to Tenant, unless Tenant or such assignee agrees to reimburse Landlord for such additional expenses;

(iii) The proposed Transferee is a reputable person of good character and with sufficient financial worth considering the responsibility involved, and Landlord has been furnished with reasonable proof thereof;

(iv) Neither (a) the proposed Transferee, nor (b) any person which, directly or indirectly, controls, is controlled by or is under common control with, the proposed Transferee, is then an occupant of any part of the Building;

(v) The proposed Transferee is not a person with whom Landlord or Landlord’s agent (directly or through a broker) is or has been, within the preceding three (3) month period, negotiating to lease space in the Building provided there is not then and Landlord does not reasonably anticipate having other reasonably comparable space available for leasing in the Building;

(vi) The form of the proposed sublease or instrument of assignment (a) shall be in form reasonably satisfactory to Landlord, and (b) shall comply with the applicable provisions of this Article;

(vii) There shall not be more than four (4) subtenants of the Premises;

(viii) Tenant shall not advertise the Premises at an aggregate rent which is less than the then current market rent per rentable square foot for the Premises as though the Premises were vacant (but the foregoing shall not prevent Tenant from actually subleasing the Premises for a lower rent), and the rental and other terms and conditions of the sublease are the same as those contained in the proposed sublease furnished to Landlord pursuant to Subsection B of this Article;

(ix) Tenant shall reimburse Landlord, as Additional Rent, for the reasonable costs that may be incurred by Landlord in connection with said assignment or sublease, including without limitation, the costs of making investigations as to the acceptability of the proposed Transferee, and reasonable legal costs incurred by Landlord in connection with the granting of any requested consent;

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(x) Tenant shall not have advertised or publicized in any way the availability of the Premises without prior notice to and approval by Landlord (which approval shall not be unreasonably withheld), nor shall any advertisement state the name (as distinguished from the address) of the Building or the proposed rental;

(xi) The proposed Transferee shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to the service of process in, and the jurisdiction of the courts of New York State;

(xii) There exists no Event of Default either as of the time of Landlord’s consent, or as of the effective date of the proposed assignment or commencement date of the proposed sublease.

Landlord agrees that it shall respond to Tenant’s request for approval of a proposed assignment or sublease within thirty (30) days of Landlord’s receipt of a complete Transfer Notice. If Landlord fails to respond to a Transfer Notice within such thirty (30) day period, Landlord shall be deemed to have rejected the proposed assignment or sublease. Notwithstanding the foregoing, in the event that Tenant delivers a Term Sheet to Landlord along with its Transfer Notice (in lieu of a fully executed sublease or assignment agreement), and Landlord consents to the proposed assignment or sublease based on the Term Sheet (and does not exercise the Recapture Option), Tenant shall, no less than ten (10) business days prior to the effective date of the proposed assignment, or commencement date of the proposed sublease, deliver to Landlord a fully executed copy of the assignment or sublease document (as applicable, the “Final Transfer Document”). The rental or other consideration, and the other material terms and conditions in the Final Transfer Document must be substantially the same as those contained in the Term Sheet furnished to Landlord with Tenant’s Transfer Notice. For the purposes hereof, the rental and other consideration in the Final Transfer Document will be deemed to be substantially the same as the rental and other consideration described in the Term Sheet, if the total consideration or total rental amount, taking into account any abatements, work contributions or other inducements, is not less than ninety (90%) percent of the total consideration or total rental amount (taking into account any abatements, work allowances or other inducements) described in the Term Sheet. If the consideration or other material terms and conditions of the Final Transfer Document are not substantially the same as those in the Term Sheet, Landlord shall have a second right to exercise the Recapture Option or reject the proposed assignment or sublease, within ten (10) business days of Landlord’s receipt of the Final Transfer Document.

Except for any subletting by Tenant to Landlord or its designee pursuant to the provisions of this Article, each subletting or assignment shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this Lease. Tenant further agrees that notwithstanding any such subletting, no other and further subletting of the Premises by Tenant or any person claiming through or under Tenant shall or will be made except upon compliance with and subject to the provisions of this Article. If Landlord shall decline to give its consent to any proposed assignment or sublease, or if Landlord shall exercise the Recapture Option, Tenant shall

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indemnify, defend and hold harmless Landlord against and from any and all loss, liability, damages, costs, and expenses (including reasonable counsel fees) resulting from any claims that may be made against Landlord by the proposed Transferee or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease.

G. Future Requests. In the event that (i) Landlord fails to exercise the Recapture Option and consents to a proposed assignment or sublease, and (ii) Tenant fails to execute and deliver the assignment or sublease to which Landlord consented within one hundred fifty (150) days after the giving of such consent, then, Tenant shall again comply with all of the provisions and conditions of Subsection B of this Article before assigning this Lease or subletting all or part of the Premises.

H. Sublease Provisions. With respect to each and every sublease or subletting authorized by Landlord under the provisions of this Lease, it is further agreed that:

(i) No subletting shall be for a term ending later than one (1) day prior to the Expiration Date of this Lease.

(ii) No sublease shall be delivered, and no subtenant shall take possession of the Premises or any part thereof, until an executed counterpart of such sublease has been delivered to Landlord.

(iii) Each sublease shall provide that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and that in the event of termination, re-entry or dispossession by Landlord under this Lease Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublessor, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (a) be liable for any previous act or omission of Tenant under such sublease unless: (x) such act or omission: (1) continues after the date that Landlord succeeds to Tenant’s interest in the sublease and (2) is reasonably susceptible of cure by Landlord, and (y) subtenant has given Landlord notice of such act or omission and a reasonable opportunity to cure the same (which shall be no shorter than any cure period given to Tenant under the sublease), (b) be subject to any counterclaim, offset or defense, not expressly provided in such sublease, which theretofore accrued to such subtenant against Tenant, (c) be bound by any previous modification of such sublease not expressly consented to by Landlord except for modifications expressly provided for in a Landlord approved sublease, of which Landlord has received notice (such as, for example, renewal options, cancellation options and expansion options) or (d) by any previous prepayment of more than one (1) month’s Rent that is not actually received by Landlord. The provisions of this Article shall be self-operative and no further instrument shall be required to give effect to this provision.

(iv) If Landlord shall recover or come into possession of the Premises before the date herein fixed for the termination of this Lease, due to an Event of Default by Tenant hereunder, Landlord shall have the right, at its option, to take over any and all subleases or sublettings of the Premises or any part thereof made by Tenant and to succeed to all the rights of said subleases and sublettings or such of them as it may elect to take over.

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(v) Every subletting hereunder is subject to the condition and by its acceptance of and entry into a sublease, each subtenant thereunder shall be deemed conclusively to have thereby agreed from and after the termination of this Lease or re-entry by Landlord hereunder of or if Landlord shall otherwise succeed to Tenant’s estate in the Premises, that such subtenant shall waive any right to surrender possession or to terminate the sublease in connection with such succession and, at Landlord’s election, such subtenant shall be bound to Landlord for the balance of the term of such sublease and shall attorn to and recognize Landlord, as its landlord, under all of the then executory terms of such sublease, except that Landlord shall not (i) be liable for any previous act or omission of Tenant under such sublease unless: (x) such act or omission: (1) continues after the date that Landlord succeeds to Tenant’s interest in the sublease and (2) is reasonably susceptible of cure by Landlord, and (y) subtenant has given Landlord notice of such act or omission and a reasonable opportunity to cure the same (which shall be no shorter than any cure period given to Tenant under the sublease), (ii) be subject to any counterclaim, defense or offset not expressly provided for in such sublease, which theretofore accrued to such subtenant against Tenant, (iii) be bound by any previous modification or amendment of such sublease not expressly consented to by Landlord except for modifications expressly provided for in the sublease, of which Landlord has received notice (such as, for example, renewal options, cancellation options and expansion options) or by any previous prepayment of more than one (1) month’s rent and Additional Rent not actually received by Landlord which shall be payable as provided in the sublease, (iv) be obligated to repair the subleased space or the Building or any part thereof, beyond Landlord’s obligations under Article 10 of this Lease, (v) be obligated to repair the subleased space or the Building or any part thereof, in the event of partial condemnation beyond Landlord’s obligations pursuant to Article 11 of this Lease, or (vi) be obligated to perform any work in the subleased space of the Building or to prepare them for occupancy beyond Landlord’s obligations under this Lease, and the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment.

I. Profits From Assignment or Subletting. If Landlord shall give its consent to any assignment of this Lease or to any sublease or if Tenant shall enter into any other assignment or sublease permitted hereunder, Tenant shall in consideration therefor, pay to Landlord, as Additional Rent:

(i) in the case of an assignment, an amount equal to fifty (50%) percent of all sums and other considerations paid to Tenant by the assignee for or by reason of such assignment (including, but not limited to, sums paid for the sale of Tenant’s fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property, less, in the case of a sale thereof, the then fair market value thereof) less all expenses reasonably and actually incurred by Tenant on account of reasonable brokerage commissions, attorneys’ fees and advertising costs, and reasonable, market work allowances, free rent and other reasonable, market inducements, in connection with such assignment; and

(ii) in the case of a sublease, fifty (50%) percent of any rents, additional charges or other consideration paid under the sublease to Tenant by the subtenant which is in excess of the Rent and Additional Rent accruing during the term of the sublease in respect of the subleased space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof (including, but not limited to, sums paid for the sale or rental of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal property, less, in the case of the sale thereof, the then fair

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market value thereof), less all expenses reasonably and actually incurred by Tenant on account of reasonable brokerage commissions, attorneys’ fees, advertising costs, reasonable and market work allowances and free rent and the reasonable cost of demising the premises so sublet in connection with such sublease.

(iii) The sums payable under this Subsection shall be paid to Landlord as and when paid by the subtenant to Tenant.

J. Other Transfers.

(i) If Tenant is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange (hereinafter referred to as a “public corporation”) unless such stock shall be sold, transferred or otherwise conveyed by persons deemed “insiders” within the meaning of the Securities Exchange Act of 1934, as amended, the provisions of Subsection A of this Article shall apply to a transfer (by one or more transfers) of a majority of the stock of Tenant as if such transfer of the stock of Tenant were an assignment of this Lease, unless Ori Allon and/or Robert Reffkin (x) continue to own twenty (20%) percent or more of the issued and outstanding stock of Tenant and (y) continue to be on the Board of Directors of Tenant. At any point during the Term that the conditions described in clause (x) or (y) of the foregoing sentence cease to be satisfied, such event will be deemed an assignment of this Lease. Such assignment shall, however, be permitted without Landlord’s prior consent provided that: (a) Tenant delivers to Landlord notice of such event pursuant to the provisions of Subsection B hereof; (b) the Tenant entity will continue to exist and operate substantially the same business in the Premises in substantially the same manner as prior to the transfer that caused the assignment to occur; and (c) the Financial Requirement (as hereinafter defined) is satisfied. The provisions of this paragraph shall apply equally to any corporation which directly or indirectly controls Tenant.

(ii) If Tenant is a limited liability company, partnership, limited liability partnership or other business entity, the provisions of Subsection A of this Article shall apply to a transfer (by one or more transfers) of a majority interest in the limited liability company, partnership, limited liability partnership or other business entity or in any entity which directly or indirectly controls such limited liability company, partnership, limited liability partnership or other business entity, as if such transfer were an assignment of this Lease, unless Ori Allon and/or Robert Reffkin (x) continue to own twenty (20%) percent or more of the ownership interests in Tenant and (y) continue to be on the Board of Directors or other equivalent management committee of Tenant. At any point during the Term that the conditions described in clause (x) or (y) of the foregoing sentence cease to be satisfied, such event will be deemed an assignment of this Lease. Such assignment shall, however, be permitted without Landlord’s prior consent provided that: (a) Tenant delivers to Landlord notice of such event pursuant to the provisions of Subsection B hereof; (b) the Tenant entity will continue to exist and operate substantially the same business in the Premises, in substantially the same manner, as prior to the transfer that caused the assignment to occur; and (c) the Financial Requirement is satisfied.

(iii) As used in this Subsection J, the term “Financial Requirement” shall mean that the net worth of Tenant following an assignment described in this Subsection J, determined in accordance with generally accepted accounting principles, is equal to or greater than Tenant’s net worth as shown on Tenant’s financial statements presented to Landlord as of the date of this Lease.

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K. Assumption By Transferee; Liability of Tenant. Any assignment or subletting (whether or not Landlord’s consent is required) shall be made only if, and shall not be effective until, the Transferee shall execute, acknowledge and deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord whereby the Transferee shall assume the obligations of this Lease on the part of Tenant to be performed or observed and whereby the Transferee shall agree that the provisions in Subsection A of this Article shall, notwithstanding such assignment or transfer, continue to be binding upon it in respect of all future assignments and transfers. Notwithstanding any assignment or subletting and/or acceptance of Rent by Landlord from any Transferee, Tenant shall and will remain fully liable for the payment of the Rent due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and all acts and omissions of any Transferee or anyone claiming under or through any Transferee which shall be in violation of any of the obligations of this Lease shall be deemed to be a violation by Tenant. The joint and several liability of Tenant and any immediate or remote successor in interest of Tenant and the due performance of the obligations of this Lease on Tenant’s part to be performed or observed shall not be discharged, released or impaired in any respect by any agreement or stipulation made by Landlord extending the time, or modifying any of the obligations, of this Lease, or by any waiver or failure of Landlord to enforce any of the obligations of this Lease.

L. Related Entity. Notwithstanding anything contained herein to the contrary, Landlord’s consent shall not be required, Landlord shall not be permitted to exercise the Recapture Option and Landlord shall not be entitled to any sums under Subsection 12I above, in the event of an assignment of this Lease or a sublease of all or part of the Premises where the Transferee is a Related Entity, provided that such transfer is not for the purposes of circumventing the provisions of this Article. A “Related Entity” shall mean any business entity (i) which controls, is controlled by, or is under common control with Tenant, (ii) to which substantially all of Tenant’s assets are transferred (whether accomplished in a single transaction or a series of unrelated transactions) of equity interests (or other mechanism, such as, for example, the issuance of additional stock, a stock voting agreement or change in classes of stock) which individually, or in the aggregate, result in a change of control of Tenant, or (iii) into which Tenant may be merged or consolidated, provided that: (a) the Related Entity continues to operate the same (or substantially similar) business as Tenant’s business prior to the effective date of the transfer; (b) the net worth, experience and reputation of the Related Entity is equal to or greater than the net worth, experience and reputation of Tenant and of any guarantor of this Lease (if applicable) immediately prior to such transfer; and (c) any such transaction complies with the other provisions of this Article. No such transfer shall relieve, release, impair or discharge any of Tenant’s obligations hereunder. For the purposes hereof, “control” shall be deemed to mean ownership of not less than fifty (50%) percent of all of the voting stock of such corporation or not less than fifty (50%) percent of all of the legal and equitable interests in any other business entities. Tenant must give Landlord not less than ten (10) days’ prior written notice of any transaction with a Related Entity, together with reasonably supporting documentation showing how the Related Entity is related to Tenant.

M. Desk Sharing. Notwithstanding the provisions of this Article, or any other provisions of this Lease, Tenant may from time to time, without Landlord’s consent or approval but otherwise subject to all of the provisions of this Lease, permit portions of the Premises not to exceed twenty (20%) percent of the Premises, in the aggregate, to be used or occupied under so-called “desk sharing” arrangements by persons who have an ongoing business relationship with

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Tenant (each such employee, a “Desk Space User”), provided that, (i) any such use or occupancy of desk or office space shall be without the installation of any separate entrance to the Premises or additional demising walls in the Premises (and no additional demising walls shall be required to comply with Legal Requirements in connection with such Desk Space User’s use of a portion of the Premises), (ii) there shall be no separate identification of any Desk Space User in the elevator lobby or elsewhere in the Building, (iii) each Desk Space User shall use the Premises in accordance with all of the provisions of this Lease, and only for the Permitted Uses, (iv) such use of a portion of the Premises shall not create or be deemed to create any right, title or interest of the Desk Space User in or to the Premises, (v) the occupancy by the Desk Space User shall not materially increase traffic through the lobby of the Building (beyond that which would reasonably be expected to occur if Tenant used the entire Premises for the normal conduct of its business, be likely to materially increase Landlord’s operating expenses beyond that which would be incurred for use by Tenant or for use in accordance with standards of use by Tenant or for use in accordance with standards of use of other tenancies in the Building, or materially increase the burden on existing cleaning services or elevators over the burden that would be incurred for use by Tenant for normal business purposes in accordance with the provisions of this Lease if the Premises were fully occupied by Tenant, and (vi) such arrangement will terminate automatically upon the termination of this Lease. Each such occupancy shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and in the event of the expiration or earlier termination of this Lease for any reason whatsoever, including without limitation, a voluntary surrender of the Premises or the applicable portion of the Premises by Tenant to Landlord, such occupancy shall immediately terminate.. Prior to entering into any such desk sharing arrangement, Tenant shall notify Landlord in writing of its plan to provide any space in the Premises to a Desk Space User, which notice shall include (a) the identity of the Desk Space User, with such reasonable detail as may be required by Landlord as to particulars and principals of such Desk Space User, (b) a description of the nature and character of the business to be conducted in the Premises by such Desk Space User, and (c) the rentable square feet and location in the Premises to be occupied by such Desk Space User, together with a copy of the agreement, if any, relating to the use or occupancy of such portion of the Premises by such Desk Space User. The provisions of Subsections C and I of this Article shall not apply to any transaction with a Desk Space User.

13. ACCESS TO PREMISES. Tenant shall permit Landlord, Landlord’s agents and public utilities servicing the Building to erect, use and maintain, concealed ducts, pipes and conduits in and through the walls, columns and hung ceilings and under the floors of the Premises to the extent reasonably practicable, and provided that the foregoing shall not reduce the usable square foot area of the Premises by more than a de minimis amount or materially interfere with the floor plan of the Premises. Landlord or Landlord’s agents shall have the right to enter the Premises at all reasonable times to examine the same, to show them to prospective purchasers, mortgagees or lessees of the entire office portion of the Building or space therein, and to make such repairs, alterations, improvements or additions as Landlord may reasonably deem necessary to the Premises or to any other portion of the Building or which Landlord may elect to perform following Tenant’s failure to make repairs or perform any work which Tenant is obligated to perform under this Lease, or for the purpose of complying with Legal Requirements and Landlord shall be allowed to take all material into and upon the Premises that may be required therefor without the same constituting an eviction or constructive eviction of Tenant in whole or in part and the Rent shall in nowise abate while said repairs, alterations, improvements or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise. During the one (1) year period prior to the

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Expiration Date or the expiration of any renewal or extended term, Landlord may exhibit the Premises to prospective tenants thereof. Except in the event of an emergency or where such entry is required pursuant to Legal Requirements, Landlord’s right of entry pursuant to this Article shall be exercised following reasonable advance notice to Tenant (which notice may be oral) and Landlord agrees that while exercising such right of entry or making such repairs, replacements or improvements, Landlord shall use reasonable efforts to minimize interference with the conduct of Tenant’s business, without however, the necessity of incurring any overtime or other additional expense. Subject to the provisions of Subsection 9B hereof, Landlord shall promptly repair any damage to the Premises caused by Landlord’s or its agents’, employees’ or contractors’ access to the Premises. Tenant shall have the right to have a representative present during any entry into the Premises by Landlord or its agents, employees or contractors, provided that Tenant makes a representative available following the notice required by this Article 13 (if any). If, during the last three (3) months of the Term, Tenant shall have removed all or substantially all of Tenant’s property therefrom, Landlord may immediately enter and alter, renovate and redecorate the Premises, without elimination or abatement of Rent, or incurring liability to Tenant for any compensation, and such acts shall not be deemed an actual or constructive eviction and shall have no effect upon this Lease. If Tenant shall not be personally present to open and permit an entry into the Premises, at any time, when for any reason an entry therein shall be necessary or permissible, Landlord or Landlord’s agents may enter the same by a master key, or in the event of an emergency may forcibly enter the same, without rendering Landlord or such agents liable therefor (if during such entry Landlord or Landlord’s agents shall accord reasonable care to Tenant’s property), and without in any manner affecting the obligations and covenants of this Lease. Landlord also shall have the right at any time, without the same constituting an actual or constructive eviction and without incurring any liability to Tenant therefor, to change the arrangement and/or location of entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets or other public parts of the Building and to change the name, number or designation by which the Building is commonly known, provided that such changes shall not have a material adverse effect on Tenant’s access to the Premises or the general office use of the Premises. Tenant understands and agrees that all parts (except surfaces facing the interior of the Premises) of all walls, windows and doors bounding the Premises (including exterior Building walls, core corridor walls, doors and entrances), all balconies, terraces and roofs adjacent to the Premises, all space in or adjacent to the Premises used for shafts, stacks, stairways, chutes, pipes, conduits, ducts, fan rooms, heating, air cooling, plumbing and other mechanical facilities, service closets and other Building facilities are not part of the Premises, and Landlord shall have the use thereof, as well as access thereto through the Premises for the purposes of operation, maintenance, alteration and repair.

14. LIMITATION ON LIABILITY.

A. Landlord’s Liability. If the Building shall be sold, leased or otherwise transferred, Landlord shall be relieved of all future obligations and liabilities hereunder arising from and after the date of the transfer and the transferee shall be deemed to have assumed and agreed to perform all such obligations and liabilities of Landlord under this Lease. In the event of such sale, lease or transfer, Landlord shall also be relieved of all existing obligations and liabilities hereunder provided that the transferee assumes in writing such obligations. Neither the shareholders, directors or officers of Landlord, if Landlord is a corporation, nor the partners comprising Landlord (nor any of the shareholders, directors or officers of such partners), if Landlord is a partnership,

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nor ally member of Landlord, if Landlord is a limited liability company (collectively, the “Parties”), shall be liable for the performance of Landlord’s obligations under this Lease. Tenant shall look solely to Landlord to enforce Landlord’s obligations hereunder and shall not seek ally damages against any of the Parties. The liability of Landlord for Landlord’s obligations under this Lease shall not exceed and shall be limited to Landlord’s interest in the Building and the Real Property (including, without limitation, any insurance, condemnation and sales or refinance proceeds thereof) and Tenant shall not look to any other property or assets of Landlord or the property or assets of any of the Parties in seeking either to enforce Landlord’s obligations under this Lease or to satisfy a judgment for Landlord’s failure to perform such obligations. Neither Landlord nor Tenant shall have any liability for any consequential or punitive damages under this Lease, except for Tenant’s liability pursuant to Subsection 19B hereof.

B. Tenant’s Liability. Neither the shareholders, directors or officers of Tenant, if Tenant is a corporation, nor the partners comprising Tenant (nor any of the shareholders, directors or officers of such partners), if Tenant is a partnership, nor any member of Tenant, if Tenant is a limited liability company or any employee of any of them (collectively, the “Tenant Principals”), shall be liable for the performance of Tenant’s obligations under this Lease. Landlord shall look solely to the assets of Tenant to enforce Tenant’s obligations hereunder and shall not seek any damages against any of the Tenant Principals.

15. DEFAULT.

A. Events of Default. This Lease and the term and estate hereby granted are subject to the limitations that upon the occurrence, at any time prior to or during the Term, of any one or more of the following events (referred to as “Events of Default”):

(i) if Tenant shall default in the payment when due of any installment of Rent or in the payment when due of any Additional Rent, and such default shall continue for a period of five (5) days after Landlord gives written notice of such default to Tenant; or

(ii) if Tenant shall default in the observance or performance of any term, covenant or condition of this Lease on Tenant’s part to be observed or performed (other than the covenants for the payment of Rent and Additional Rent) and Tenant shall fail to remedy such default within thirty (30) days after notice by Landlord to Tenant of such default, or if such default is of such a nature that it cannot, using diligent efforts, be completely remedied within said period of thirty (30) days and Tenant shall not commence within said period of thirty (30) days, or shall not thereafter diligently prosecute to completion all steps necessary to remedy such default; or

(iii) if Tenant shall default in the observance or performance of any term, covenant or condition on Tenant’s part to be observed or performed under any other lease with Landlord of space in the Building and such default shall continue beyond any grace period set forth in such other lease for the remedying of such default; or

(iv) if any time after the Commencement Date the Premises shall become abandoned (provided however, that as long as Tenant is fulfilling its other obligations under this Lease, Tenant may temporarily vacate the Premises without being in default under this Subsection 15A(iv): (a) in the event of a casualty, pursuant to the provisions of Article 10 hereof; and (b) for up to thirty (30) days in connection with an assignment or sublease, or a renovation of the Premises); or

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(v) if Tenant’s interest in this Lease shall devolve upon or pass to any person, whether by operation of law or otherwise, except as may be expressly permitted herein; or

(vi) if Tenant shall file a voluntary petition in bankruptcy or insolvency, or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or shall make an assignment for the benefit of creditors or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any part of Tenant’s property; or

(vii) if, within sixty (60) days after the commencement of any proceeding against Tenant, whether by the filing of a petition or otherwise, seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, such proceeding shall not have been dismissed, or if, within sixty (60) days after the appointment of any trustee, receiver or liquidator of Tenant, or of all or any part of Tenant’s property, without the consent or acquiescence of Tenant, such appointment shall not have been vacated or otherwise discharged, or if any execution or attachment shall be issued against Tenant or any of Tenant’s property pursuant to which the Premises shall be taken or occupied or attempted to be taken or occupied; or

(viii) if Landlord shall properly present the Letter of Credit, if any, to the bank which issued the same in accordance with the provisions of Article 27, and the Issuing Bank shall fail to honor the Letter of Credit and pay the proceeds thereof to Landlord for any reason whatsoever; or

(ix) if Tenant shall fail to deliver a certificate as required by Subsection C of Article 7, which failure shall continue for five (5) business days after notice thereof;

then, in any of said cases, at any time prior to or during the Term, of any one or more of such Events of Default, Landlord, at any time thereafter, at Landlord’s option, may give to Tenant a three (3) days’ notice of termination of this Lease and, in the event such notice is given, this Lease and the Term shall come to an end and expire (whether or not the Term shall have commenced) upon the expiration of said three (3) days with the same effect as if the date of expiration of said three (3) days were the Expiration Date, but Tenant shall remain liable for damages as provided in Article 16 hereof.

B. Effect of Bankruptcy. If, at any time, (i) Tenant shall be comprised of two (2) or more persons, or (ii) Tenant’s obligations under this Lease shall have been guaranteed by any person other than Tenant, or (iii) Tenant’s interest in this Lease shall have been assigned, the word “Tenant”, as used in clauses (6) and (7) of Subsection A of this Article, shall be deemed to mean any one or more of the persons primarily or secondarily liable for Tenant’s obligations under this Lease. Any monies received by Landlord from or on behalf of Tenant during the pendency of any

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proceeding of the types referred to in said clauses (6) and (7) shall be deemed paid as compensation for the use and occupation of the Premises and the acceptance of any such compensation by Landlord shall not be deemed an acceptance of rent or a waiver on the part of Landlord of any rights under said Subsection A.

C. Conditional Limitation. Nothing contained in this Article shall be deemed to require Landlord to give the notices herein provided for prior to the commencement of a summary proceeding for non-payment of rent or a plenary action for recovery of rent on account of any default in the payment of the same, it being intended that such notices are for the sole purpose of creating a conditional limitation hereunder pursuant to which this Lease shall terminate and if Tenant thereafter remains in possession after such termination if Tenant shall do so as a holdover tenant.

D. Repeated Defaults. Tenant expressly recognizes that Tenant’s due and punctual performance of all its obligations under this Lease throughout the term hereof is of paramount importance to Landlord, and, without limiting any of the provisions of this Lease, Tenant agrees that, if Tenant (i) shall fail to pay for five (5) days after it becomes due an installment of Minimum Rent or any Additional Rent and Landlord gives Tenant notice of such failure for two (2) consecutive months or for a total of three (3) months during any twenty four (24) month period during the Term, or (ii) shall default in the timely performance of any other obligation of Tenant under this Lease with respect to which Landlord shall have given Tenant notice of default, and such default shall occur more than two (2) times in any period of twelve (12) months, then notwithstanding that such failure or other default shall have been cured within the applicable grace period provided in this Lease, any further similar default shall be deemed to be deliberate and Landlord thereafter may, without further notice of default, serve a three (3) day notice of cancellation of this Lease as and with the effects provided in Subsection A of this Article.

16. REMEDIES AND DAMAGES.

A. Landlord’s Remedies.

(1) If an Event of Default shall occur and be continuing, or if this Lease and the Term shall expire and come to an end as provided in Article 15:

(a) Landlord and its agents and servants may immediately, or at any time after such Event of Default or after the date upon which this Lease and the Term shall expire and come to an end, re-enter the Premises or any part thereof, either by summary proceedings, or by any other applicable action or proceeding, (without being liable to indictment, prosecution or damages therefor), and may repossess the Premises and dispossess Tenant and any other persons from the Premises and remove any and all of their property and effects from the Premises; and

(b) Landlord, at Landlord’s option, may relet the whole or any part or parts of the Premises from time to time, either in the name of Landlord or otherwise, to such tenant or tenants, for such term or terms ending before, on or after the Expiration Date, at such rental or rentals and upon such other conditions, which may include concessions and free rent periods, as Landlord, in its sole discretion, may determine. Landlord shall have no obligation to relet the Premises or any part thereof and shall in no event be liable for refusal or failure to relet the Premises

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or any part thereof, or, in the event of any such reletting, for refusal or failure to collect any rent due upon any such reletting, and no such refusal or failure shall operate to relieve Tenant of any liability under this Lease or otherwise to affect any such liability; Landlord, at Landlord’s option, may make such repairs, replacements, alterations, additions, improvements, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with any such reletting or proposed reletting, without relieving Tenant of any liability under this Lease or otherwise affecting any such liability.

(2) Tenant hereby waives the service of any notice of intention to re-enter or to institute legal proceedings to that end which may otherwise be required to be given under any present or future law. Tenant, on its own behalf and on behalf of all persons claiming through or under Tenant, including all creditors, does further hereby waive any and all rights which Tenant and all such persons might otherwise have under any present or future law to redeem the Premises, or to re-enter or repossess the Premises, or to restore the operation of this Lease, after (i) Tenant shall have been dispossessed by a judgment or by warrant of any court or judge, or (ii) any re-entry by Landlord, or (iii) any expiration or termination of this Lease and the Term, whether such dispossess, re-entry, expiration or termination shall be by operation of law or pursuant to the provisions of this Lease. In the event of a breach or threatened breach by Tenant, or any persons claiming through or under Tenant, of any term, covenant or condition of this Lease on Tenant’s part to be observed or performed, Landlord shall have the right to enjoin such breach and the right to invoke any other remedy allowed by law or in equity as if re-entry, summary proceedings and other special remedies were not provided in this Lease for such breach. The right to invoke the remedies hereinbefore set forth are cumulative and shall not preclude Landlord from invoking any other remedy allowed at law or in equity.

B. Damages.

(1) If this Lease and the Term shall expire and come to an end as provided in Article 15, or by or under any summary proceeding or any other action or proceeding, or if Landlord shall re-enter the Premises as provided in Subsection A of this Article, or by or under any summary proceeding or any other action or proceeding, then, in any of said events:

(a) Tenant shall pay to Landlord all Rent, Additional Rent and other charges payable under this Lease by Tenant to Landlord to the date upon which this Lease and the Term shall have expired and come to an end or to the date of re-entry upon the Premises by Landlord, as the case may be;

(b) Tenant also shall be liable for and shall pay to Landlord, as damages, any deficiency (referred to as “Deficiency”) between the Rent reserved in this Lease for the period which otherwise would have constituted the unexpired portion of the Term and the net amount, if any, of rents collected under any reletting effected pursuant to the provisions of Subsection A(1) of this Article for any part of such period (first deducting from the rents collected under any such reletting all of Landlord’s expenses in connection with the termination of this Lease, or Landlord’s reentry upon the Premises and with such reletting including, but not limited to, all repossession costs, brokerage commissions, legal expenses, attorneys’ fees and disbursements, alteration costs and other expenses of preparing the Premises for such reletting); any such Deficiency shall be paid in monthly installments by Tenant on the days specified in this Lease for payment of installments

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of Rent, Landlord shall be entitled to recover from Tenant each monthly Deficiency as the same shall arise, and no suit to collect the amount of the Deficiency for any month shall prejudice Landlord’s right to collect the Deficiency for any subsequent month by a similar proceeding; and

(c) whether or not Landlord shall have collected any monthly Deficiencies as aforesaid, Landlord shall be entitled to recover from Tenant, and Tenant shall pay to Landlord, on demand, in lieu of any further Deficiencies as and for liquidated and agreed final damages, a sum equal to the amount by which the Rent reserved in this Lease for the period which otherwise would have constituted the unexpired portion of the Term exceeds the then fair and reasonable rental value of the Premises for the same period (which amounts shall first be discounted to present value at an annual rate of four (4%) percent), less the aggregate amount of Deficiencies theretofore collected by Landlord pursuant to the provisions of Subsection B(1)(b) of this Article for the same period; if, before presentation of proof of such liquidated damages to any court, commission or tribunal, the Premises, or any part thereof, shall have been relet by Landlord for the period which otherwise would have constituted the unexpired portion of the Term, or any part thereof, the amount of rent reserved upon such reletting shall be deemed, prima facie, to be the fair and reasonable rental value for the part or the whole of the Premises so relet during the term of the reletting.

(2) If the Premises, or any part thereof, shall be relet together with other space in the Building, the rents collected or reserved under any such reletting and the expenses of any such reletting shall be equitably apportioned for the purposes of this Subsection B. Tenant shall in no event be entitled to any rents collected or payable under any reletting, whether or not such rents shall exceed the Rent reserved in this Lease. Solely for the purposes of this Article, the term “Rent” as used in Subsection B(1) of this Article shall mean the Rent in effect immediately prior to the date upon which this Lease and the Term shall have expired and come to an end, or the date of re-entry upon the Premises by Landlord, as the case may be, adjusted to reflect any increase or decrease pursuant to the provisions of Article 3 hereof for the Comparison Year immediately preceding such event. Nothing contained in Article 15 or this Article shall be deemed to limit or preclude the recovery by Landlord from Tenant of the maximum amount allowed to be obtained as damages by any statute or rule of law, or of any sums or damages to which Landlord may be entitled in addition to the damages set forth in Subsection B(1) of this Article.

C. Legal Fees.

(i) Tenant hereby agrees to pay, as Additional Rent, all reasonable attorneys’ fees and disbursements (and all other court costs or expenses of legal proceedings) which Landlord may incur or pay out by reason of, or in connection with (a) any action or proceeding by Landlord against Tenant (including, but not limited to, any arbitration proceeding) in which Landlord prevails; (b) any default by Tenant in the observance or performance of any obligation under this Lease (including, but not limited to, matters involving payment of rent and Additional Rent, computation of escalations, alterations or other Tenant’s work and subletting or assignment), whether or not Landlord commences any action or proceeding against Tenant; (c) any action or proceeding brought by Tenant against Landlord (or any officer, partner or employee of Landlord) in which Tenant fails to prevail; and (d) any other appearance by Landlord (or any officer, partner or employee of Landlord) as a witness or otherwise in any action or proceeding whatsoever involving or affecting Tenant or this Lease, in which Landlord is not named as a party.

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(ii) Tenant’s obligations under this Subsection C shall survive the expiration of the Term hereof or any earlier termination of this Lease.

17. FEES AND EXPENSES.

A. Curing Tenant’s Defaults. If Tenant shall default in the observance or performance of any term or covenant on Tenant’s part to be observed or performed under or by virtue of any of the terms or provisions in any Article of this Lease, Landlord may, on ten (10) days’ notice to Tenant perform the same for the account of Tenant, and if Landlord makes any expenditures or incurs any obligations for the payment of money in connection therewith including, but not limited to reasonable attorneys’ fees and disbursements in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations incurred with interest and costs shall be deemed to be Additional Rent hereunder and shall be paid by Tenant to Landlord within ten (10) days of rendition of any bill or statement to Tenant therefor. Tenant acknowledges that Landlord need not await the expiration of any cure period afforded Tenant or give Tenant any prior notice pursuant to this Subsection 17A, if the circumstances constitute an emergency requiring immediate action due to an immediate threat of injury to persons or damage to property.

B. Late Charges.

(i) If any installment of Minimum Rent or any Additional Rent shall not be paid within five (5) days after such installment shall have first become due, Tenant shall also pay to Landlord (a) an administrative late charge in the amount of four (4%) percent of the overdue amount, and (b) interest thereon at the Interest Rate from the due date until such installment of Minimum Rent or Additional Rent is fully paid. Such administrative late charge and interest charge shall be due and payable as Additional Rent with the next monthly installment of Minimum Rent.

(ii) If any check delivered to Landlord in full or partial payment of any amounts due to Landlord pursuant to the terms of this Lease shall not be honored by reason of insufficient or uncollected funds or for any other reason, then Tenant shall pay to Landlord a service charge on account thereof in the amount of four (4%) percent of the overdue amount, which service charge shall be due and payable as Additional Rent with the next monthly installment of Minimum Rent.

18. NO REPRESENTATIONS BY LANDLORD. Landlord or Landlord’s agents have made no representations or promises with respect to the Building, the Real Property, the Premises or Taxes or any other matter related to this Lease and Tenant’s occupancy of the Premises, except as herein expressly set forth and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth herein. All references in this Lease to the consent or approval of Landlord shall be deemed to mean the written consent of Landlord or the written approval of Landlord and no consent or approval of Landlord shall be effective for any purpose unless such consent or approval is set forth in a written instrument executed by Landlord.

19. END OF TERM.

A. Surrender of Premises. Upon the expiration or other termination of the Term, Tenant shall quit and surrender to Landlord the Premises, broom clean, in good order and condition, ordinary wear and tear and damage for which Tenant is not responsible under the terms

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of this Lease excepted, and Tenant may remove all of its property pursuant to Article 4. Tenant’s obligation to observe or perform this covenant shall survive the expiration or sooner termination of the Term. If the last day of the Term or any renewal thereof falls on Saturday or Sunday this Lease shall expire on the business day immediately preceding. Tenant expressly waives, for itself and for any person claiming through or under Tenant, any rights which Tenant or any such person may have under the provisions of Section 2201 of the New York Civil Practice Law and of any successor law of like import then in force in connection with any holdover summary proceedings which Landlord may institute to enforce the provisions of this Article. In addition, the parties recognize and agree that the damage to Landlord resulting from any failure by Tenant to timely surrender possession of the Premises as aforesaid will be substantial, will exceed the amount of the monthly installments of the Rent theretofore payable hereunder, and will be impossible to accurately measure. Tenant therefore agrees that if possession of the Premises is not surrendered to Landlord within twenty-four (24) hours after the Expiration Date or sooner termination of the Term, in addition to any other rights or remedy Landlord may have hereunder or at law, Tenant shall pay to Landlord for each month and for each portion of any month during which Tenant holds over in the Premises after the Expiration Date or sooner termination of this Lease, a sum equal to two (2) times the Minimum Rent which was payable under this Lease during the last month of the Term, plus one hundred percent (100%) of the Additional Rent which would have been due from Tenant for such holdover period had the Term not ended. Nothing herein contained shall be deemed to permit Tenant to retain possession of the Premises after the Expiration Date or sooner termination of this Lease and no acceptance by Landlord of payments from Tenant after the Expiration Date or sooner termination of the Term shall be deemed to be other than on account of the amount to be paid by Tenant in accordance with the provisions of this Article, which provisions shall survive the Expiration Date or sooner termination of this Lease.

B. Holdover by Tenant. If Tenant shall hold-over or remain in possession of any portion of the Premises for a period of thirty (30) days beyond the Expiration Date of this Lease, notwithstanding the acceptance of any Rent and Additional Rent paid by Tenant pursuant to Subsection A of this Article, Tenant shall be subject not only to summary proceeding and all damages related thereto, but also to any damages arising out of lost opportunities (and/or new leases) by Landlord to re-let the Premises (or any part thereof). All damages to Landlord by reason of such holding over by Tenant may be the subject of a separate action and need not be asserted by Landlord in any summary proceedings against Tenant.

20. QUIET ENJOYMENT. Landlord covenants and agrees with Tenant that upon Tenant paying the Rent and Additional Rent and observing and performing all the terms, covenants and conditions, on Tenant’s part to be observed and performed, Tenant may peaceably and quietly enjoy the Premises subject, nevertheless, to the terms and conditions of this Lease and to all Superior Leases and Mortgages.

21. FAILURE TO GIVE POSSESSION. Tenant waives any right to rescind this Lease under Section 223-a of the New York Real Property Law or any successor statute of similar import then in force and further waives the right to recover any damages which may result from Landlord’s failure to deliver possession of the Premises on the date set forth herein for the commencement of the Term. If Landlord shall be unable to give possession of the Premises on such date, and provided Tenant is not responsible for such inability to give possession, the Rent reserved and covenanted to be paid herein shall not commence until the possession of the Premises is given or

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the Premises are available for occupancy by Tenant, and no such failure to give possession on such date shall in anyway affect the validity of this Lease or the obligations of Tenant hereunder or give rise to any claim for damages by Tenant or claim for rescission of this Lease, nor shall same be construed in any way to extend the Term, except as specifically provided in Subsection 1B(ii) hereof. If permission is given to Tenant to enter into possession of the Premises or to occupy premises other than the Premises prior to the Commencement Date, Tenant covenants and agrees that such occupancy shall be deemed to be under all the terms, covenants, conditions and provisions of this Lease, including the covenant to pay Rent.

22. NO WAIVER. No act or thing done by Landlord or Landlord’s agents during the Term shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless in writing signed by Landlord. No employee of Landlord or of Landlord’s agents shall have any power to accept the keys of the Premises prior to the termination of this Lease. The delivery of keys to any employee of Landlord or of Landlord’s agents shall not operate as a termination of this Lease or a surrender of the Premises. The failure of either party to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of this Lease, or any of the Rules and Regulations set forth or hereafter adopted by Landlord, shall not prevent a subsequent act, which would have originally constituted a violation, from having all force and effect of an original violation. The receipt by Landlord of Rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. The failure of Landlord to enforce any of the Rules and Regulations set forth, or hereafter adopted, against Tenant and/or any other tenant in the Building shall not be deemed a waiver of any such Rules and Regulations. No provision of this Lease shall be deemed to have been waived by either party unless such waiver be in writing signed by such party. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Rent, or as Landlord may elect to apply same, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or pursue any other remedy in this Lease provided. This Lease contains the entire agreement between the parties and all prior negotiations and agreements are merged in this Lease. Any executory agreement hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of it in whole or in part unless such executory agreement is in writing and signed by the party against whom enforcement of the change, modification, discharge or abandonment is sought.

23. WAIVER OF TRIAL BY JURY. It is mutually agreed by and between Landlord and Tenant that they shall and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, and/or any claim of injury or damage, or for the enforcement of any remedy under any statute, emergency or otherwise. It is further mutually agreed that in the event Landlord commences any summary proceeding (whether for nonpayment of rent or because Tenant continues in possession of the Premises after the expiration or termination of the Term), Tenant will not interpose any counterclaim (except for mandatory or compulsory counterclaims) of whatever nature or description in any such proceeding.

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24. INABILITY TO PERFORM.

A. Landlord’s Inability to Perform. This Lease and the obligation of Tenant to pay Rent and Additional Rent hereunder and perform all of the other covenants and agreements hereunder on the part of Tenant to be performed shall in nowise be affected, impaired or excused because Landlord is unable to fulfill any of its obligations under this Lease expressly or impliedly to be performed by Landlord or because Landlord is unable to make, or is delayed in making any repairs, additions, alterations, improvements or decorations or is unable to supply or is delayed in supplying any equipment or fixtures if Landlord is prevented or delayed from so doing by reason of strikes or labor troubles or by accident or by any cause whatsoever reasonably beyond Landlord’s control, including but not limited to, laws, governmental preemption in connection with a national emergency or by reason of any rule, order or regulation of any federal, state, county or municipal authority or any department or subdivision thereof or any government agency or by reason of the conditions of supply and demand which have been or are affected by war or other emergency (each of foregoing circumstances is referred to herein as an “Unavoidable Delay”).

B. Tenant’s Inability to Perform. In the event that Tenant is unable to fulfill any of its obligations under this Lease, other than the covenant to pay Rent, expressly or impliedly to be performed by Tenant, and Tenant is prevented or delayed from so doing by Unavoidable Delay then Tenant’s performance thereof shall be excused for the period of such Unavoidable Delay, provided that Tenant shall give Landlord written notice of the existence and nature of such Unavoidable Delay promptly upon discovering such Unavoidable Delay and shall thereafter regularly update Landlord with respect thereto. Once any such Unavoidable Delay is abated, Tenant shall perform its obligations with diligence, continuity and dispatch.

25. BILLS AND NOTICES. Except as otherwise expressly provided in this Lease, any bills, statements, notices, demands, requests or other communications given or required to be given under this Lease shall be deemed sufficiently given or rendered if in writing, sent postage prepaid, by registered or certified mail (return receipt requested), or via overnight courier, or by hand delivery addressed (a) to Tenant (i) at Tenant’s Address for Notices, or (ii) at any place where Tenant or any agent or employee of Tenant may be found if mailed subsequent to Tenant’s vacating, deserting, abandoning or surrendering the Premises, or (b) to Landlord at Landlord’s Address for Notices, or (c) to such other address as either Landlord or Tenant may designate as its new Address for Notices by notice given to the others in accordance with the provisions of this Article. Tenant hereby acknowledges and agrees that any such bill, statement, demand, notice, request or other communication may be given by Landlord’s agent on behalf of Landlord. Any Landlord’s Statement, bill, notice or other communication by Landlord with respect to Rent (other than default notices) may be given by regular mail and need not be sent to any party other than Tenant. Any such bill, statement, demand, notice, request or other communication shall be deemed to have been rendered or given: (i) three (3) business days after mailed by registered or certified mail; (ii) one (1) business day after depositing the same with an overnight courier for delivery or (iii) on the date of delivery if delivered by hand with written evidence thereof.

26. SERVICES.

A. Elevator. Landlord shall provide non-exclusive passenger elevator facilities during Ordinary Building Hours and shall have at least one passenger elevator in the bank of elevators

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servicing the Premises available at all other times. Landlord shall provide non-exclusive freight elevator services on an “as available” basis for incidental use by Tenant during such times as shall be designated by Landlord, in its discretion, from time to time. Use of the freight elevator shall in all events be arranged by Tenant on not less than twenty-four (24) hours prior notice and shall be provided by Landlord to the extent that no conflict exists with other tenants or other parties requesting such usage (all such conflicts to be resolved by Landlord, in Landlord’s sole discretion, reasonably exercised) on a first come, first served basis. There is no charge for freight elevator use in the Building during Ordinary Building Hours.

B. HVAC.

(i) Landlord shall furnish heat to the Premises when and as required by law, during Ordinary Building Hours. Landlord shall not be responsible for the adequacy, design or capacity of the heating distribution system or if the normal operation of the heat distribution system serving the Building shall fail to provide heat at reasonable temperatures or any reasonable volumes or velocities in any parts of the Premises by reason of any rearrangement of partitioning or other Alterations made or performed by or on behalf of Tenant or any person claiming through or under Tenant.

(ii) As of the Commencement Date, each floor of the Premises will be served by a twenty (20) ton core condenser water unit, plus perimeter chilled water units (the “HVAC System”) during Ordinary Building Hours from May 15^th through October 15^th of each year during the Term, when, in the judgment of Landlord, reasonably exercised, it may be required for the comfortable occupancy of the Premises, and shall ventilate the Premises on business days and for similar hours during other months of the year.

(iii) Based on an average electric load of five (5) watts sustained demand load per usable square foot and one person per 150 square feet of net usable area of the Premises, Landlord represents that the HVAC System will deliver supply air at a temperature that will provide space temperatures in the Premises of: 72 degrees Fahrenheit dry bulb (+/- 2 degrees) when the outside air temperature is no higher than 92 degrees Fahrenheit dry bulb) and 68 degrees Fahrenheit dry bulb (+/- 2 degrees) when the outside air temperature is no lower than 11 degrees Fahrenheit dry bulb. Notwithstanding the foregoing, Landlord makes no representation and Landlord shall have no obligation or liability with respect to the performance of the HVAC System by reason of: (i) human occupancy factors and any machinery or equipment installed by or on behalf of Tenant or any person claiming through or under Tenant that have an electrical load in excess of the average electrical load for the air-cooling system as designed or (ii) any rearrangement of partitioning or other Alterations made or performed by or on behalf of Tenant or any person claiming through or under Tenant. Tenant agrees to keep and cause to be kept closed all of the windows in the Premises whenever the air-cooling system is in operation and agrees to lower and close the blinds when necessary because of the sun’s position whenever the air-cooling system is in operation. Tenant at all times agrees to cooperate fully with Landlord and to abide by the reasonable regulations and requirements which Landlord may prescribe for the proper functioning and protection of the air-cooling system. Landlord, throughout the Term, in accordance with the provisions of Article 13 hereof, shall have free access to any and all mechanical installations of Landlord, including but not limited to air-cooling, fan, ventilating, machine rooms and electrical closets.

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(iv) Landlord hereby consents in concept to Tenant’s installation of supplemental air conditioning units in the Premises (the “Supplemental Units”), subject, however to the applicable provisions of this Lease, including without limitation, Article 4 hereof, and the necessity of obtaining Landlord’s prior written consent thereto. Landlord agrees to provide up to ten (10) tons of condenser water per year to each of the third (3^rd) and fourth (4^th) floors of the Premises for Tenant’s Supplemental Units. In the event that Tenant installs the Supplemental Units, Tenant shall pay: (x) Landlord’s Building-standard, per ton one time connection fee to the Building’s condenser water loop (which is $2,125.00 per ton of condenser water as of the date hereof, but which is subject to change from time to time on a reasonable basis, based on the then-current costs of materials, utilities and union labor); (y) Tenant shall pay to Landlord, annually upon demand, a sum equal to the then-Building standard rate per ton of condenser water (which is $650.00 per ton per annum as of the date hereof, but which is subject to change from time to time on a reasonable basis, based on the then-current costs of materials, utilities and union labor); and (z) Tenant shall pay to Landlord upon demand, Tenant’s share of the cost of maintaining, repairing and/or replacing the cooling tower providing such condenser water, such share to be based upon Tenant’s total demand of condenser water relative to the total demand of all other tenants and occupants in the Building who are similarly supplied condenser water by Landlord.

C. After Hours and Additional Services. The Rent does not include any charge to Tenant for the furnishing of any freight elevator facilities or for the service of heat or air conditioning to the Premises during periods other than Ordinary Building Hours for the furnishing and distributing of such facilities or services (referred to as “Overtime Periods”). Accordingly, if Landlord shall furnish any (i) freight elevator facilities, or (ii) heat or air conditioning to the Premises during Overtime Periods, then Tenant shall pay Landlord Additional Rent for such facilities or services at the standard rates then fixed by Landlord for the Building, which rates may be reasonably changed from time to time, based on the then-current costs of utilities, materials and union labor. Landlord represents that the current Building rates are: (i) for heat during Overtime Periods: $175.00 per hour, (ii) for air conditioning during Overtime Periods: $225.00 per hour, and (iii) for freight elevator during Overtime Periods: $150.00 per hour (with a minimum of 4 hours on weekdays, and 8 hours on weekends). If more than one tenant utilizing the same system as Tenant requests the same Overtime Periods for the same services as Tenant, the charge to Tenant shall be adjusted pro rata. Landlord shall have the right to charge Tenant for a particular minimum number of hours of usage of any facilities during Overtime Periods to the extent that the applicable union or service contract requires Landlord to engage the necessary personnel for such minimum number of overtime hours. Notwithstanding the foregoing, Landlord shall permit the Tenant to use the freight elevator for up to twenty-eight (28) hours (which shall be used in four (4) hour increments) during Overtime Periods, free of charge, for Tenant’s initial move-in to the Premises.

D. Cleaning.

(i) Landlord, at its expense, shall cause the Premises and Building common areas to be cleaned in accordance with the cleaning specifications set forth on Exhibit 2 annexed hereto and made a part hereof. Tenant shall pay to Landlord, on demand and as Additional Rent, any reasonable costs incurred by Landlord for extra cleaning work in the Premises required because of: (i) misuse use or neglect on the part of Tenant or its employees or visitors, (ii) use of portions of the Premises for the preparation, serving or consumption of food or beverages, data processing or reproducing operations, other than normal internal office use, private lavatories or

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toilets, or other special purposes requiring greater or more difficult cleaning work than office areas, (iii) any unusual quantity of interior glass surfaces, and (iv) any non-building standard materials or finishes installed by Tenant or at its request requiring greater or more difficult cleaning work. Landlord, its cleaning contractor and their employees shall have access to the Premises from and after 5:00 p.m. Monday through Friday, and the free use of light, power and water therein, as is reasonably required for the purpose of cleaning the Premises in accordance with Landlord’s obligations hereunder.

(ii) Tenant shall not clean, nor require, permit, suffer or allow any window in the Premises to be cleaned, from the outside in violation of Section 202 of the Labor Law, or any other applicable law, or of the rules of the Board of Standards and Appeals, or of any other board or body having or asserting jurisdiction.

E. Trash Removal. Tenant covenants and agrees, at its sole cost and expense, to comply with all present and future Legal Requirements regarding the collection, sorting, separation and recycling of waste products, garbage, refuse and trash (collectively “Rubbish”). Tenant shall sort and separate the Rubbish into such categories as provided by law. Tenant shall pay all costs, expenses, fines penalties or damages that may be imposed on Landlord or Tenant by reason of Tenant’s failure to comply with the provisions of trash or recycling laws. Tenant shall pay, as Additional Rent, the cost of removal from the Premises and the Building of so much of Tenant’s Rubbish as shall in any material respect, exceed that ordinarily accumulated daily in the routine of business office occupancy (“Extra Rubbish Removal”). Tenant, at Tenant’s expense shall store any refuse generated by the consumption of food or beverages at the Premises (so-called “wet garbage”) in an appropriate, separate facility, shall notify Landlord’s cleaning contractor of the existence of such wet garbage, and shall be responsible for any damage caused to the Premises or the Building while in Tenant’s possession by the existence of such wet garbage, including any leakage of such wet garbage.

F. Sprinkler System. Anything elsewhere in this Lease to the contrary notwithstanding, if any Governmental Agency requires or recommends that any changes, modifications, alterations or additional sprinkler heads or other equipment be made or supplied to the sprinkler system by reason of Tenant’s business, or the location of the partitions, trade fixtures, or other contents of the Premises, then Tenant shall, at Tenant’s expense, or, at Landlord’s election, Landlord shall, at Tenant’s expense, promptly make and supply such changes, modifications, alterations, additional sprinkler heads or other equipment (pursuant to submission of necessary engineering plans and specifications for Landlord’s reasonable approval), whether the work involved shall be structural or non-structural in nature.

G. Water. Landlord shall furnish water to the Premises for drinking, cleaning and lavatory purposes to the extent piping and fixtures presently exist therein. If Tenant uses any material quantity of water for any purpose other than ordinary drinking, cleaning and lavatory uses, Landlord may install water meter to measure Tenant’s water consumption for all purposes and Tenant agrees to pay for the installation and maintenance thereof and for water consumed as shown on said meter and any sewer rent or tax based thereon.

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H. Electricity Service.

(i) Landlord shall furnish six (6) watts per rentable square foot, connected load of electrical energy (exclusive of electricity for heating, ventilation and air conditioning (except for any supplemental units installed by or on behalf of Tenant)) for the use of Tenant in the Premises for the operation of the lighting fixtures, the electrical receptacles and the supplemental air-cooling equipment, if any, installed in the Premises, and all of Tenant’s equipment, machinery and appliances, which electrical energy shall be made available to the electrical closet in the Premises. A submeter or submeters, which shall be installed as part of the Base Building Work, and shall be functional as of the Commencement Date, shall measure Tenant’s consumption of electrical energy in the Premises. Landlord shall make any required repairs to and maintain the submeter or submeters serving the Premises in working order during the Term. Tenant shall pay to Landlord as Additional Rent, on demand, at any time from time to time but no more frequently than monthly, for its consumption of electrical energy and demand at the Premises, at the same rate schedule charged by the utility or its successor servicing the Building, plus (i) an amount equal to six (6%) percent of the total cost of Tenant’s electric consumption and demand (not including sales tax) for Landlord’s overhead and supervision charge in connection with Landlord’s reading of the submeter(s) and billing Tenant and (ii) any taxes, surcharges or other charges which are assessed in respect of consumption and demand of electricity. In no event shall Tenant be required to pay more than once for any tax or other element of the electric bill nor shall the aforesaid six (6%) percent premium be charged by Landlord on any taxes or surcharges. Based upon the utility bill for the Building for the applicable month, Tenant shall be billed for its consumption of electricity computed on the average cost to Landlord of kilowatt demand and the average cost to Landlord for on peak and off peak kilowatt hour consumption as registered by the submeter(s) installed to measure Tenant’s consumption of electricity. If any tax shall be imposed upon Landlord’s receipts from the sale or resale of electrical energy to Tenant, the pro rata share applicable to the electrical energy service received by Tenant shall be passed on to, included in the bill of, and paid by Tenant if and to the extent permitted by law. Landlord shall bill Tenant, monthly, for the cost of its consumption of electricity in the Premises and Tenant shall pay the amount thereof at the time of Tenant’s payment of the next monthly installment of Minimum Rent that is due no less than thirty (30) days after Tenant’s receipt of the applicable electric bill from Landlord. Each such bill shall state Tenant’s consumption of electricity, the rates that Tenant pays for such electricity, and furnish details with respect to any taxes and surcharges.

(ii) If either the quantity or character of electrical services is changed by the utility or other company supplying electrical service to the Building or is no longer available or suitable for Tenant’s requirements, no such change, unavailability or unsuitability shall constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord, or its agents, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s business, or otherwise.

(iii) If Tenant requires additional energy for any reason whatsoever, including without limitation, the use of additional business machines, office equipment or other appliances in the Premises which utilize electrical energy, Tenant shall request such additional electrical energy from Landlord in each instance. If Landlord agrees to provide the same (which agreement shall not be unreasonably withheld or delayed), Tenant shall pay to Landlord as Additional Rent,

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a connection fee equal to the then Building rate for each additional kilovolt ampere. In addition, any additional feeders or risers which are required to supply any additional electrical requirements which Tenant may have, and all other equipment proper and necessary in connection with such feeders or risers, shall be installed by Landlord upon Tenant’s request, at the sole, but reasonable, cost and expense of Tenant, provided that, in Landlord’s reasonable judgment, such additional feeders or risers are necessary and are permissible under applicable laws and insurance regulations and the installation of such feeders or risers will not cause permanent damage or injury to the Building or the Premises or cause or create a dangerous or hazardous condition or entail excessive or unreasonable alterations or interfere with or disturb other tenants or occupants of the Building. At no time shall the use of electrical energy in the Premises exceed the capacity of the existing feeders or wiring installations then serving the Premises.

(iv) If Landlord is required by Legal Requirements to do so, Landlord reserves the right to discontinue furnishing electricity to Tenant in the Premises on not less than thirty (30) days’ notice to Tenant. If Landlord is compelled to discontinue furnishing electricity to Tenant, this Lease shall continue in full force and effect and shall be unaffected thereby, except only that from and after the effective date of such discontinuance, Landlord shall not be obligated to furnish electricity to Tenant. If Landlord so discontinues furnishing electricity to Tenant, Tenant shall arrange to obtain electricity directly from the utility or other company servicing the Building. Such electricity may be furnished to Tenant by means of the then existing electrical facilities serving the Premises to the extent that the same are available, suitable and safe for such purposes. All meters and all additional panel boards, feeders, risers, wiring and other conductors and equipment which may be required to obtain electricity, of substantially the same quantity, quality and character, shall be installed by Landlord, (i) at Tenant’s expense, if Landlord shall have been compelled to discontinue furnishing electricity to the Premises by reason of any act or omission of Tenant, or (ii) at the equal expense of Landlord and Tenant if such discontinuance shall have been solely by reason of a Legal Requirement that becomes effective after the date of this Lease. Landlord shall not voluntarily discontinue furnishing electricity to Tenant until Tenant is able to receive electricity directly from the utility or other company servicing the Building.

(v) Any Alterations to the electrical system serving the Premises shall be made in accordance with Article 4 of this Lease. At Landlord’s option, any such electrical Alterations shall be installed or performed by Landlord, at Tenant’s sole cost and expense, payable as Additional Rent within ten (10) days after rendition to Tenant of a bill therefor. Tenant shall at all time comply with the rules and regulations applicable to the service, equipment, wiring and requirements of the utility company supplying electricity to the Building. Tenant covenants and agrees that at all times its use of electricity will not exceed the capacity of existing feeders to the Building or the risers or wiring installations therein and Tenant shall not use any electrical equipment which, in Landlord’s reasonable judgment, will overload such installations or interfere with the use thereof by other tenants in the Building.

(vi) Except as specifically set forth herein, Landlord shall not be liable to Tenant in any way for any interruption, curtailment or failure or defect in the supply or character of electricity furnished to the Premises by reason of any requirement, act or omission of Landlord or of any utility or other company servicing the Building with electricity or for any other reason except Landlord’s negligence or willful conduct.

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(vii) From time to time, Landlord may institute for the Building energy conservation programs that Landlord reasonably believes will be in the best interests of the Building and its tenants. Similar programs may be established by the Utility. Tenant shall promptly comply with and carry out, in good faith, any and all reasonable obligations issued by Landlord or the Utility, as the case may be, under such programs, as the same may exist from time to time.

I. Telecommunications.

(i) Landlord shall provide Tenant with Tenant’s pro rata share of vertical riser space in the Building for Tenant’s electric power, voice and data equipment.

(ii) Tenant shall not solicit other occupants of the Building to use wireless internet service that emanates from the Premises. In the event that Tenant’s wireless Internet service (if any) interferes in any material respect with any Building Systems or with the wireless internet service of other tenants in the Building, Tenant shall, promptly, after receipt of written notice from Landlord regarding such interference, remedy the same.

J. Interruption of Services. If Landlord fails to provide any service or perform any obligation that Landlord is obligated to provide or perform under this Lease and solely as a result thereof, Tenant shall not be able to conduct its business at the Premises (after taking reasonable steps to mitigate any such inability to conduct its business at the Premises), and Tenant shall have vacated the Premises for a period of seven (7) consecutive business days or more after written notice by Tenant to Landlord advising Landlord of such failure to provide any such service or perform any such obligation, that such failure has rendered the Premises unusable and that Tenant has vacated the Premises, then, Tenant shall be entitled to an abatement of Minimum Rent and Additional Rent for each day after said seven (7) consecutive business day period through the earlier to occur of the day preceding (i) the day on which the service is substantially restored, and (ii) the day Tenant recommences the conduct of its business at the Premises. Tenant shall not be entitled to an abatement of Rent in the event that such failure results from (i) any installation, Alteration or improvement which is not performed by Tenant in a good workmanlike manner; (ii) Tenant’s failure to perform any obligation hereunder; (iii) the negligence or tortious conduct of Tenant; (iv) casualty; or (vi) Unavoidable Delay.

27. SECURITY DEPOSIT.

A. Deposit of Security. Tenant shall deposit with Landlord on the signing of this Lease the Letter of Credit for the Security Deposit as security for the faithful performance and observance by Tenant of the terms, conditions and provisions of this Lease, including without limitation the surrender of possession of the Premises to Landlord herein provided.

B. Letter of Credit. For the deposit required pursuant to Subsection A of this Article, Tenant shall deliver to Landlord a clean, irrevocable, non-documentary and unconditional letter of credit (the “Letter of Credit”) issued by and drawn upon any commercial bank (the “Issuing Bank”) with offices for banking purposes in the City of New York and having an S&P rating of not less than “A”, which Letter of Credit shall (a) have a term of not less than one year, (b) be substantially in the form of Exhibit 3 attached hereto and otherwise in form and content reasonably

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satisfactory to Landlord, (c) be for the account of Landlord, (d) be in the amount of the Security Deposit, (e) be fully transferable by Landlord without any fees or charges therefor, (f) have an expiration date which is not earlier than sixty (60) days after the Expiration Date, and (g) provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one (1) year each thereafter during the term of this Lease, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than forty five (45) days next preceding the then expiration date of the Letter of Credit that it elects not to have such Letter of Credit renewed. The Letter of Credit shall provide that Landlord shall have the right, exercisable upon receipt of the Non-Renewal Notice, by sight draft on the Issuing Bank, to receive the monies represented by the existing Letter of Credit and to hold such proceeds pursuant to the terms of this Article as a cash security pending the replacement of such Letter of Credit.

C. Application of Security Deposit. In the event that Tenant defaults beyond the giving of notice and the expiration of applicable grace periods in respect of any of the terms, provisions and conditions of this Lease, Landlord may apply or retain the whole or any part of any cash security held by Landlord or may notify the Issuing Bank and thereupon receive all the monies represented by the Letter of Credit and use, apply or retain the whole or any part of such proceeds, as the case may be, to the extent required for the payment of any Rent as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant’s default beyond the applicable cure period under this Lease, including any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrue or accrues before or after summary proceedings or other reentry by Landlord. If Landlord applies or retains any part of any cash security or proceeds of the Letter of Credit, as the case may be, Tenant, within ten (10) days after notice from Landlord and at Landlord’s option, shall deposit with Landlord the amount so applied or retained or increase the amount of the Letter of Credit or provide an additional or replacement Letter of Credit, so that Landlord shall have the full Security Deposit on hand at all times during the Term. Any cash security or the Letter of Credit, as the case may be, shall be promptly returned to Tenant after the Expiration Date and after delivery of the entire possession of the Premises to Landlord, less any sums appropriately drawn upon by Landlord pursuant to the foregoing provisions of this Article 27. In the event of a sale of the Real Property or the Building or leasing of the Building, Landlord shall transfer any cash security or so much thereof as remains following a default by Tenant to the vendee or lessee and with respect to the Letter of Credit, within thirty (30) days of notice of such sale or leasing, Tenant, at Tenant’s sole cost and expense, shall arrange for the transfer of the Letter of Credit to the new landlord, as designated by Landlord in the foregoing notice or have the Letter of Credit reissued in the name of the new landlord and Landlord shall thereupon be released by Tenant from all liability for the return of such security. Landlord shall execute any documentation reasonably required by the Issuing Bank to effectuate such assignment of the Letter of Credit. Tenant agrees to look solely to the new landlord for the return of such cash security or Letter of Credit and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the Security Deposit to a new landlord. Tenant further covenants that, except in connection with a permitted assignment of this Lease, it will not assign or encumber or attempt to assign or encumber any monies or Letter of Credit deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

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28. ADDITIONAL DEFINITIONS.

A. The term “Tenant Party(ies)” shall mean and include Tenant and all of Tenant’s principals, officers, agents, contractors, servants, employees, subtenants, licensees, visitors and invitees.

B. The term “office” or “offices”, wherever used in this Lease, shall not be construed to mean premises used as a store or stores, for the sale or display, at any time, of goods, wares or merchandise, of any kind, or as a restaurant, shop, booth, bootblack or other stand, barber shop, or for other similar purposes or for manufacturing.

C. The words “reenter” and “reentry” as used in this Lease are not restricted to their technical legal meaning.

D. The term “business days” as used in this Lease shall exclude Saturdays, Sundays and all days observed by the State or Federal Government as legal holidays and union holidays for those unions that materially affect the delivery of services in the Building.

E. The words “include”, “including” and “such as” shall each be construed as if followed by the phrase “without being limited to”. The words “herein”, “hereof”, “hereby”, “hereunder” and words of similar import shall be construed to refer to this Lease as a whole and not to any particular Article or subdivision hereof unless expressly so stated.

F. The terms “substantial completion” or “substantially completed” or words of similar import shall mean that any construction work (including Alterations and Landlord’s Work) has been substantially completed, it being agreed that any such work shall be deemed substantially complete, substantially in accordance with the plans and specifications therefor, notwithstanding the fact that minor or insubstantial details of construction or demolition and/or mechanical adjustment and/or decorative items remain to be performed, provided that any such unperformed work shall not materially interfere with Tenant’s use and occupancy of the Premises for the Permitted Uses.

G. The term “Interest Rate” shall mean one and one-half (1¹⁄₂%) percent per month, or the applicable maximum legal rate of interest, whichever is lower.

H. The term “Hazardous Substances” shall mean, collectively, (a) asbestos and polychlorinated biphenyls, and (b) hazardous or toxic materials, wastes and substances which are defined, determined and identified as such pursuant to any Legal Requirement.

I. The term “Ordinary Building Hours” shall mean 8:00 a.m. to 6:00 p.m. on business days.

29. BROKER. Landlord and Tenant each represent and warrant to the other that they have dealt directly with (and only with), the Landlord’s Broker and the Tenant’s Broker as broker in connection with this Lease, and that insofar as either Landlord or Tenant knows no other broker negotiated this Lease or is entitled to any commission in connection therewith, and the execution and delivery of this Lease by Landlord and Tenant shall be conclusive evidence that each of Landlord and Tenant has relied upon the foregoing representation and warranty. Landlord and

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Tenant shall each indemnify and hold the other harmless from and against any and all claims for commission, fees or other compensation by any other person who shall claim to have dealt with it in connection with this Lease and for any and all costs incurred by such party in connection with such claims, including, without limitation, reasonable attorneys’ fees and disbursements, by reason of any claimed dealings it had with any broker other than Landlord’s Broker or Tenant’s Broker. Landlord shall pay any commission due to Landlord’s Broker or Tenant’s Broker in connection with this Lease pursuant to a separate written agreement or agreements between Landlord and Landlord’s Broker and Tenant’s Broker.

30. INDEMNITY. Tenant shall not do or permit any act or thing to be done upon the Premises which could reasonably be expected to subject Landlord to any liability or responsibility for injury, damages to persons or property or to any liability by reason of any violation of any Legal Requirement, but shall exercise such control over the Premises as to fully protect Landlord against any such liability. Tenant agrees to indemnify and save harmless the Landlord Indemnitees from and against (a) all third party claims of whatever nature in connection with the Lease, the Premises, the Building or the Property (including, without limitation, the Roof Terrace), against Landlord arising from any negligence or willful misconduct of Tenant or any Tenant Party or any breach of this Lease by Tenant or any Tenant Party, (b) all third party claims arising from any accident, injury or damage whatsoever caused to any person or to the property of any person and occurring in or about the Premises from the date access to the Premises is given to Tenant or any Tenant Party (including during the performance of Landlord’s Work), but excluding third-party claims arising specifically from the performance of Landlord’s Work by Landlord or its agents, employees or contractors or any other work at the Premises performed by Landlord or its agents, employees or contractors, or any acts or omissions of Landlord’s agents or employees, (c) all third party claims arising from any accident, injury or damage to any person, entity or property, occurring outside of the Premises but anywhere within or about the Real Property (including, without limitation, the Roof Terrace), where such accident, injury or damage results or is claimed to have resulted from the negligence or willful misconduct of Tenant or any Tenant Party, or any breach of this Lease; (d) any breach, violation or nonperformance of any covenant, condition or agreement in this Lease set forth and contained on the part of Tenant to be fulfilled, kept, observed and performed, (e) any misrepresentation made by Tenant hereunder, (f) any cooperation by Landlord with Tenant as contemplated by Article 4, (g) any violation by Tenant of the provisions of Subsection F of Article 4 and (h) any claim, loss or liability arising or claimed to arise from Tenant, or any Tenant Party causing or permitting any Hazardous Substances to be brought upon, kept or used in or about the Premises or causing or permitting any Tenant Party to bring or keep Hazardous Substances at the Real Property or any seepage, escape or release of such Hazardous Substances caused by the introduction of such Hazardous Substances into the Premises or the Real Property after the Commencement Date, or such earlier date that Tenant or any Tenant Party has access to the Premises (except to the extent that such Hazardous Substances were introduced to the Premises or the Real Property by Landlord or Landlord’s agents, employees or contractors). This indemnity and hold harmless agreement shall include indemnity from and against any and all liability, fines, suits, demands, costs and expenses of any kind or nature incurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof (which defense shall be made by counsel selected by Tenant that is reasonably acceptable to Landlord, it being agreed that any counsel selected by Tenant’s insurance company shall be deemed acceptable to Landlord), including all reasonable legal fees and expenses incurred in enforcing the provisions of this indemnity. Tenant shall not be required to indemnify the Landlord Indemnitees and hold the

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Landlord Indemnitees harmless to the fullest extent permitted by law, to the extent that the negligence or willful misconduct of a Landlord Indemnitee contributed to the loss or damage sustained by the person making the claim. The term “Landlord Indemnitees” shall mean, collectively, Landlord, any Lessor, any Mortgagee, Landlord’s managing agent and their respective partners, members, managers, shareholders, officers, directors, employees and agents. In no event shall Tenant be responsible for consequential damages under the provisions of this Article 30.

31. MISCELLANEOUS.

A. No Offer. This Lease is offered for signature by Tenant and it is understood that this Lease shall not be binding upon Landlord unless and until Landlord shall have executed and delivered a fully executed copy of this Lease to Tenant.

B. Signatories. If more than one person executes this Lease as Tenant, each of them understands and hereby agrees that the obligations of each of them under this Lease are and shall be joint and several, that the term “Tenant” as used in this Lease shall mean and include each of them jointly and severally and that the act of or notice from, or notice or refund to, or the signature of, any one or more of them, with respect to the tenancy and/or this Lease, including, but not limited to, any renewal, extension, expiration, termination or modification of this Lease, shall be binding upon each and all of the persons executing this Lease as Tenant with the same force and effect as if each and all of them had so acted or so given or received such notice or refund or so signed.

C. Directory Listings. Landlord agrees to provide Tenant with a reasonable number of listings on the Building’s lobby directory, provided that in all events, Tenant shall be limited to a number of listings determined by multiplying Tenant’s Proportionate Share by the total number of spaces for listings on such directory.

D. Authority.

(i) If Tenant is a corporation, partnership, limited liability company or other business entity, each individual executing this Lease on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and validly existing entity qualified to do business in the State of New York and that Tenant has full right and authority to execute and deliver this Lease and that each person signing on behalf of Tenant is authorized to do so.

(ii) Tenant represents and warrants to Landlord that (a) Tenant and each person or entity directly or indirectly owning an interest in Tenant is (i) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control of the Department of the Treasury (“OFAC”) and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation (collectively, the “List”), and (ii) not a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States, (b) none of the funds or other assets of Tenant constitute property of, or are beneficially owned, directly or indirectly, by, any Embargoed Person, (c) no Embargoed Person has any interest

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of any nature whatsoever in Tenant (whether directly or indirectly), (d) none of the funds of Tenant have been derived from any unlawful activity with the result that the investment in Tenant is prohibited by Legal Requirements or that this Lease is in violation of any Legal Requirement, and (e) Tenant has implemented procedures, and will consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times. The term “Embargoed Person” means any person, entity or government subject to trade restrictions under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. §1 et seq., and any Executive Orders or regulations promulgated thereunder with the result that the investment in Tenant is prohibited by Requirements or Tenant is in violation of any Requirements.

(iii) Tenant covenants and agrees (a) to comply with all Requirements relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect, (b) to immediately notify Landlord in writing if any of the representations, warranties or covenants set forth in this paragraph or the preceding paragraph are no longer true or have been breached or if Tenant has a reasonable basis to believe that they may no longer be true or have been breached, (c) not to use funds from any “Prohibited Person” (as such term is defined in the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) to make any payment due to Landlord under this Lease and (d) at the request of Landlord, to provide such information as may be requested by Landlord to determine Tenant’s compliance with terms hereof.

(iv) Tenant hereby acknowledges and agrees that Tenant’s inclusion on the List any time during the Term shall be an Event of Default under this Lease. Notwithstanding anything herein to the contrary, Tenant shall not permit the Premises or any portion thereof to be used or occupied by any person or entity on the List or by any Embargoed Person (on a permanent, temporary or transient basis), and any such use or occupancy of the Premises by any such person or entity shall be an Event of Default under this Lease.

E. Signage. Tenant shall not exhibit, inscribe, paint or affix any sign, advertisement, notice or other lettering on any portion of the Building or the outside of the Premises without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld. A plan of all signage or other lettering proposed to be exhibited, inscribed, painted or affixed shall be prepared by Tenant in conformity with building standard signage requirements and submitted to Landlord for Landlord’s consent. All signage or other lettering which has been approved by Landlord shall thereafter be installed by Tenant at Tenant’s sole cost and expense. Upon installation of any such signage or other lettering, such signage or lettering shall not be removed, changed or otherwise modified in any way without Landlord’s prior written approval, which approval shall not be unreasonably withheld. Tenant shall not exhibit, inscribe, paint or affix on any part of the Premises or the Building visible to the general public any signage or lettering including the words “temporary” or “personnel”. Any signage, advertisement, notice or other lettering which shall be exhibited, inscribed, painted or affixed by or on behalf of Tenant in violation of the provisions of this Subsection may be removed by Landlord and the cost of any such removal shall be paid by Tenant as Additional Rent. Tenant shall not permit any machinery, equipment, sign, banner or any other thing to protrude from the Premises to the exterior of the Building beyond any plane of the exterior windows of the Premises or beyond the Premises within the interior of the Building. Tenant shall have no right to use any window in the Premises for any

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sign or other display that is designed principally for advertising or promotion. Notwithstanding the foregoing, Landlord consents in concept to Tenant’s installation of identifying signage on the third (3^rd) floor and fourth (4^th) floors of the Building, provided that the same comply with applicable Legal Requirements and are approved by Landlord, in Landlord’s reasonable discretion.

F. Consents and Approvals. Wherever in this Lease Landlord’s consent or approval is required, if Landlord shall delay or refuse such consent or approval, Tenant in no event shall be entitled to make, nor shall Tenant make, any claim, and Tenant hereby waives any claim for money damages (nor shall Tenant claim any money damages by way of set-off, counterclaim or defense) based upon any claim or assertion by Tenant that Landlord unreasonably withheld or unreasonably delayed its consent or approval. Tenant’s sole remedy shall be an action or proceeding to enforce any such provision, for specific performance, injunction or declaratory judgment. Notwithstanding anything to the contrary contained herein, Tenant may seek by arbitration on an expedited basis such injunctive relief or specific performance in connection with a claim by Tenant that Landlord has unreasonably withheld, delayed or conditioned its consent, provided that Landlord has expressly agreed in writing herein not to unreasonably withhold, delay or condition such consent. In the event that Tenant demands arbitration under this Article, Landlord and Tenant shall jointly select an independent arbitrator (the “Arbitrator”). In the event that Landlord and Tenant shall be unable to jointly agree on the designation of the Arbitrator within three (3) days after they are requested to do so by either party, then the parties agree to allow any judge in the New York State Supreme Court or the AAA to designate the Arbitrator in accordance with the rules, regulations and/or procedures for expedited proceedings then in effect under the rules of the AAA. The Arbitrator shall conduct such hearings and investigations as he may deem appropriate and shall, within seven (7) days after the date of designation of the Arbitrator issue a determination as to whether Landlord’s refusal to consent was unreasonable or determining such other dispute expressly made subject to arbitration hereunder. The determination of the Arbitrator shall be conclusive and binding upon Landlord and Tenant and shall be set forth, along and with the Arbitrator’s rationale for such choice, in a written report delivered to Landlord and Tenant. The prevailing party shall recover its reasonable counsel fees and expenses, if any, in connection with any arbitration under this Article. The Arbitrator appointed pursuant to this Article shall be an independent real estate professional with at least ten (10) years’ experience in leasing and management of properties which are similar in character to the Building. The Arbitrator shall not have the power to add to, modify or change any of the provisions of this Lease but shall have the only have the power to direct Landlord to consent to such request.

G. Rent Control. In the event the Minimum Rent or Additional Rent or any part thereof provided to be paid by Tenant under the provisions of this Lease during the demised term shall become uncollectible or shall be reduced or required to be reduced or refunded by virtue of any Legal Requirements, Tenant shall enter into such agreement(s) and take such other steps as Landlord may reasonably request and as may be legally permissible to permit Landlord to collect the maximum rents which may from time to time during the continuance of such legal rent restriction be legally permissible (but not in excess of the amounts reserved under this Lease). Upon the termination of such legal rent restriction (a) the Minimum Rent and/or Additional Rent shall become and thereafter be payable in accordance with the amounts reserved herein for the periods following such termination, and (b) Tenant shall pay to Landlord promptly upon being billed, to the maximum extent legally permissible, an amount equal to (i) the Minimum Rent and/or Additional Rent which would have been paid pursuant to this Lease but for such legal rent restriction, less (ii) the amounts paid by Tenant during the period such legal rent restriction was in effect.

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H. Access to Premises. Subject to its reasonable security regulations, Landlord agrees that the Building shall be accessible to Tenant twenty four (24) hours a day, seven (7) days a week and Tenant shall have the use of at least one (1) elevator subject to call, twenty four (24) hours a day, seven (7) days a week. Landlord shall provide security measures at the Building twenty four (24) hours per day, seven (7) days per week.

I. Roof Terrace. Landlord shall install a terrace (the “Roof Terrace”) as generally depicted on Exhibit 7 attached hereto, on a portion of the roof of the Building for the general use of the Building’s tenants (including Tenant). Landlord shall open the Roof Terrace to the Building’s tenants on or before February 1, 2015, subject to Unavoidable Delay. Subject to the provisions of this Subsection I, once the Roof Terrace is constructed and open for tenants’ use, Tenant and its employees shall have the non-exclusive right to use the Roof Terrace between the hours of 8:00 a.m. and midnight, seven (7) days per week, provided that any parties, events or other gatherings on the Roof Terrace shall require Landlord’s prior approval. Notwithstanding the foregoing, Tenant acknowledges that Landlord shall not be required to provide maintenance or security services to the Roof Terrace outside of Ordinary Building Hours. Tenant further acknowledges that Landlord shall have no liability to Tenant or any Tenant Party as a result of any accident, injury or damage arising from or relating to Tenant’s or any Tenant Party’s use of the Roof Terrace. Any use of the Roof Terrace must be in accordance with any rules, regulations and security procedures that Landlord may adopt in connection therewith. No smoking will be permitted on the Roof Terrace. Landlord reserves the right to restrict the use of the Roof Terrace during the winter and in inclement weather, and to discontinue the common use of the Roof Terrace by the tenants if Landlord is prohibited by applicable Legal Requirements from maintaining the Roof Terrace for the common use of the Building’s tenants. Landlord shall also have the right to close the Roof Terrace for the general use of the Building’s tenants on a temporary basis (e.g., for a particular evening) after Ordinary Building Hours, in each case upon at least two (2) business days’ posted notice to the tenants of the Building, in order for Landlord to host private events and/or to allow tenants of the Building (including Tenant) to do so. Landlord agrees that Tenant shall have the right to exclusively use the Roof Terrace after Ordinary Building Hours once per Roof Season (as hereinafter defined), with no fee (but otherwise in accordance with Landlord’s rules and regulations) (the “Annual Roof Exclusive”), provided that Tenant requests the date for its Annual Roof Exclusive by April 15^th of the applicable year, TIME OF THE ESSENCE. In the event that Tenant does not submit a date to Landlord for its Annual Roof Exclusive by April 15^th of the applicable year, Tenant shall lose its right to the Annual Roof Exclusive for such year. As used herein, the term “Roof Season” shall mean the period between June 1^st and September 30^th, during each calendar year during the Term. Tenant acknowledges that reservations of the Roof Terrace will be taken by Landlord on a first-come, first-served basis. In the event that Tenant wishes to serve liquor on the Roof Terrace to Tenant’s guests or employees (or to any other party), which service shall be free of charge, Tenant shall be required to obtain host liquor liability insurance that is reasonably acceptable to Landlord, naming Landlord and the Landlord Indemnitees as additional insureds, and provide evidence of such insurance to Landlord. Notwithstanding the foregoing, Landlord may restrict Tenant’s ability to serve alcohol on the Roof Terrace if the same is resulting in damage to the Building or noise complaints, or is otherwise impacting other tenants’ use or enjoyment of their premises or the Roof Terrace, or is, in Landlord’s reasonable discretion, increasing Landlord’s costs in connection with the maintenance of the Roof Terrace.

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J. Confidentiality. Landlord and Tenant each acknowledge that the terms and conditions of this Lease are to remain confidential for each other’s benefit, and may not be disclosed by either of them to anyone, by any manner or means, directly or indirectly, without the other party’s prior written consent, other than to such party’s employees, consultants or lenders, or attorneys, accountants or similar professional advisors. The consent by Landlord or Tenant to any disclosures shall not be deemed to be a waiver on the part of Landlord or Tenant of any prohibition against any future disclosure.

K. Adjacent Excavation; Shoring. If an excavation shall be made upon land adjacent to the Premises, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter upon the Premises for the purpose of doing such work as said person shall deem necessary to preserve the wall or the Building from injury or damage and to support the same by proper foundations without any claim for damages or indemnity against Landlord, or diminution or abatement of Rent.

L. Labor Harmony. Tenant shall not at any time, either directly or indirectly, use any contractors or labor or materials in the Premises in connection with any Alteration or otherwise if the use of such contractors or labor or materials would create any work stoppage, picketing, labor disruption or any other difficulty with other contractors or labor engaged by Tenant or Landlord or others in the construction, maintenance or operation of the Building or any part thereof. Tenant shall immediately stop any work or other activity if Landlord shall notify Tenant that continuing such work or activity would violate the provisions of the immediately preceding sentence.

M. Captions. The captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Lease nor the intent of any provision thereof.

N. Fire Stairs. Tenant shall have the right to use the fire stairwells adjacent to the Premises as internal circulation stairs subject to any applicable Legal Requirements. Tenant may make code-compliant security and aesthetic Alterations within the fire stairwells with Landlord’s prior review and approval and otherwise subject to the provisions of Article 4 of this Lease. Tenant may install, at its own expense, a card access system to each floor of the Premises, in accordance with the applicable provisions of this Lease and applicable Legal Requirements.

O. Bicycles. Tenant and its employees may bring bicycles to the Premises, subject to compliance with Legal Requirements and the provisions of this Subsection O. Bicycles must be taken to the Premises via the service entrance of the Building and brought to the Premises via the freight elevator only, subject to the availability of the freight elevator, Landlord’s rules and regulations regarding use of the freight elevator and all applicable freight elevator charges during Overtime Periods. All bicycles must be walked inside of the Building and may not in any way interfere with the operation of the Building. No bicycles shall be allowed in the passenger elevators of the Building. All bicycles must be stored in the Premises in compliance with all applicable Legal Requirements, and may not interfere with egress from the Premises or any other life/safety requirements. Tenant shall (a) indemnify and hold harmless Landlord and the Landlord

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Indemnitees from and against any loss, costs or damages incurred by Landlord as a result of such bicycles being brought into the Building, including, without limitation, for any material damage to the Building or injuries caused thereby and (b) shall be responsible for any cleaning any common areas of the Building soiled by such bicycles.

P. Parties Bound.

(i) The covenants, conditions and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant and their respective heirs, distributees, executors, administrators, successors, and, except as otherwise provided in this Lease, their assigns.

(ii) This Lease is offered to Tenant for signature with the understanding that it shall not be binding upon Landlord unless and until Landlord shall have: (a) received the first installment of Minimum Rent due hereunder by good and sufficient check; (b) received the Security Deposit by good and sufficient check or letter of credit in form satisfactory to Landlord or as may otherwise as required by Article 27; (c) received, to the satisfaction of Landlord, any and all other sums of money, documents or instruments required by the terms of this Lease to be delivered by Tenant to Landlord on or before the Commencement Date, including insurance certificates, permits, licenses and plans; and (e) executed and unconditionally delivered to Tenant a fully executed copy of this Lease.

[SIGNATURE PAGE TO FOLLOW.]

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IN WITNESS WHEREOF, Landlord and Tenant have respectively executed this Lease as of the day and year first above written.

90 FIFTH OWNER LLC, Landlord
By:	/s/ Thomas L. Lavin
	Name: Thomas L. Lavin
	Title:   Vice President
URBAN COMPASS, INC., Tenant
By:	/s/ David Snider
	Name: David Snider
	Title:   Chief Operating Officer
Tenant’s Tax ID Number

Urban Compass Lease Signature Page

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EXHIBIT 1

FLOOR PLAN OF PREMISES

THIS IS A SCHEMATIC PLAN AND IS INTENDED ONLY TO SHOW THE PROPOSED GENERAL LAYOUT OF THE PREMISES. ALL MEASURES, DISTANCES AND DIMENSIONS ARE APPROXIMATE AND NOT TO SCALE. THE DEPICTIONS HEREON DO NOT CONSTITUTE A WARRANTY OR REPRESENTATION OF ANY KIND.

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90 Fifth Avenue Floor 3 For complete listing, visit www.rfrspace.com Note to Scale. All dimensions and conditions are approximate

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90 Fifth Avenue Floor 4 For complete listing, visit www.rfrspace.com Note to Scale. All dimensions and conditions are approximate

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EXHIBIT 2

CLEANING SPECIFICATIONS

A. The following general cleaning will be performed nightly, Monday through Friday, excluding union and legal holidays:

(1) All carpeting will be vacuumed once per week and carpets swept, as needed, the remaining four (4) nights.

(2) All composition floor tiling will be swept and dust mopped with a chemically treated mop for dust control one (1) time per week.

(3) All desks will be dusted. Tenant personalty and work product will not be moved.

(4) Wastepaper baskets will be emptied and trash removed to a designated location in the Premises. Plastic liners will be installed weekly into all trash receptacles at Tenant’s expense.

(5) Wipe clean all water fountains and coolers; empty waste water.

B. The following lavatory service will be performed Monday through Friday, excluding union and legal holidays:

(1) Porcelain fixtures will be scoured clean.

(2) Both sides of toilet seats will be washed with a mild germicidal solution.

(3) Bright work will be dry polished.

(4) Trash receptacles will be emptied and cleaned, as needed.

(5) Mirrors will be wiped clean.

(6) Partitions will be wiped down, as necessary.

(7) Shelves and counters will be wiped clean.

(8) Floors will be mopped with a mild disinfectant.

(9) Lavatory supplies will be furnished and installed at the Tenant’s expense.

C. The following shall be performed weekly:

(1) All chairs, tables, cabinets and attachments will be dusted weekly. Tenant personalty and work product will not be moved.

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(2) Window sills will be dusted weekly. Tenant personalty and work product will not be moved.

(3) Moldings and ledges within hands’ reach will be dusted weekly.

D. The following shall be performed quarterly:

(1) Dust in place all picture, frame, charts, graphs and similar wall hangings not reached in nightly cleaning.

(2) Dust all vertical surfaces and walls, partition doors, door bucks and other surfaces not reached in nightly cleaning. Tenant personalty and work product will not be moved.

E. Window Cleaning:

(1) All windows are to be cleaned inside and outside two (2) times per year.

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EXHIBIT 3

FORM OF LETTER OF CREDIT

[See attached.]

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IRREVOCABLE LETTER OF CREDIT

ISSUE DATE: June 26, 2014

L/C NO.: _________

APPLICANT: Urban Compass, Inc

**************DIRECT**************

90 Fifth Owner LLC AMOUNT: USD $1,814,688.00

c/o RFR Realty LLC

390 Park Avenue

New York, New York 10022

Attn: Executive Vice President

LADIES AND GENTLEMEN:

We hereby establish our irrevocable standby letter of credit no. ____________ in your favor for an aggregate amount not to exceed the amount indicated above, expiring at our counters at 1230 Avenue of the Americas, 2^nd Floor, New York, NY 10020, Attn: Business Banking, with our close of business on June 26, 2015.

This letter of credit is available with the First Republic Bank, New York against presentation of your draft at sight drawn on the First Republic Bank, New York.

It is a condition of this irrevocable letter of credit that it shall be automatically extended without amendment for additional one year periods from the present or each future expiration date, unless at least 45 days prior to such date we send you notice in writing by registered mail at the above address, that we elect not to renew this letter of credit for such additional period. However in no event shall this letter of credit be extended beyond the final expiration date of August 1, 2025Upon such notice to you, you may draw drafts on us at sight for an amount not to exceed the balance remaining in this letter of credit within the then applicable expiration date, accompanied by your dated statement purportedly signed by one of your officials reading: “the amount of this drawing USD _____________ under the First Republic Bank letter of credit number _____________ represents funds due us as we have received notice from the First Republic Bank of its decision not to extend letter of credit number __________ for an additional year, and the obligation remains outstanding.” We will not notify Applicant or any other third party with respect to communications, or inquiries of Beneficiary, including the presentation of the Letter of Credit for payment or any attempt to draw against the Letter of Credit, until after the Letter of Credit has been paid in accordance with the terms hereof.

This letter of credit is transferable in its entirety (but not in part) and the First Republic Bank only is authorized to act as the transferring bank.

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We shall not recognize any transfer of this letter of credit until this original letter of credit together with any amendments and a signed and completed transfer form satisfactory to us is received by us.

Transfer charges are for the applicant’s account. Forms are attached hereto as Exhibit A.

The correctness of the signature and title of the person signing the transfer forms must be verified by your bank.

In case of any transfer under this letter of credit, the draft and any required statement must be executed by the transferee.

This letter of credit may not be transferred to any person with which U.S. persons are prohibited from doing business under U.S. foreign assets control regulations or other applicable U.S. laws and regulations.

All drafts must indicate: “Drawn under the First Republic Bank, New York letter of credit no. ____________ dated June 26, 2014.”

The original letter of credit and all sight drafts must be presented for drawing.

Except as otherwise expressly stated herein, this letter of credit is subject to the Uniform Customs and Practice for documentary credits, 2007 Revision, ICC Publication No. 600, excluding Articles 8, 9, 11 through 13, 18 through 28, and further requiring that all signatures be signed as original handwriting, not facsimile, stamped or electronic signatures.

First Republic Bank

By:

Name:

Title:

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Exhibit A to First Republic Bank

Irrevocable Standby Letter of Credit No. __________

[EXHIBIT TO BE TYPED ON BENEFICIARY’S LETTERHEAD]

NOTICE OF TRANSFER OF ENTIRE

IRREVOCABLE STANDBY LETTER OF CREDIT

First Republic Bank

111 Pine Street

San Francisco, CA 94111

Attention: Commercial Loan Closing

Re: Irrevocable Standby Letter of Credit No. [insert Letter of Credit No.], dated [insert date], issued by First Republic Bank (the “Letter of Credit”) for the account of [insert name of applicant] (“Applicant”)

Ladies and Gentlemen:

For value received, the undersigned, being the beneficiary (“Beneficiary”) (or a duly authorized representative thereof) of the Letter of Credit, hereby irrevocably assigns and transfers all of the Beneficiary’s rights under the Letter of Credit, as previously and hereafter amended, supplemented and/or otherwise modified, to:

[insert full name and address of transferee]

By this transfer, all of our rights in the Letter of Credit are transferred to the transferee, and the transferee shall have the sole rights as beneficiary under the Letter of Credit, including sole rights relating to any amendments, whether extensions or other amendments, and whether now existing or hereafter made. You are hereby irrevocably instructed to advise future amendment(s) of the Letter of Credit to the transferee without our consent of notice to us.

The original Letter of Credit is herewith returned with all amendments to this date. Please notify the transferee in such form as you deem advisable of this transfer and of the terms and conditions to this Letter of Credit, including amendments as transferred.

Very truly yours,
[insert name of Beneficiary and date of
this Notice of Transfer]
By:	[insert signature]
Name:	[insert name]
Title:	[insert title]
Date:	[insert date]

Receipt of Instruction to Transfer acknowledged:

FIRST REPUBLIC BANK

By:

Name:

Title:

Date:

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EXHIBIT 4

CONTRACTOR’S INSURANCE REQUIREMENTS

Contractor’s Liability Insurance

(a) Scope of Coverage - The contractor shall, at its expense, purchase and maintain in full force and effect during the performance of any Alterations such insurance as will protect contractor, Landlord, Landlord’s managing agent and any other parties designated by Landlord and their respective officers, directors, shareholders, affiliates, partners, agents and employees from claims under workers’ compensation acts and other employee benefits acts, from claims for injury to persons or damage to property which may arise out of or result from operations under the construction contract, whether by contractor or by any subcontractor, or anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, for not less than the limits of liability prescribed below, or as required by Legal Requirements, whichever is the greater, issued by a company or companies satisfactory to Landlord and qualified to do business in the State of New York.

(1) Commercial general liability policy including coverage for: contractual liability recognizing the contract, bodily and personal injury liability, broad form property damage liability, independent contractor’s coverage, demolition on any building or structure, collapse, blasting .and excavation, and products liability and completed operations (for at least two (2) years following completion) written on an occurrence form with limits of $1,000,000 for each occurrence and $2,000,000 general aggregate with each policy year to apply per project.

(2) An automobile liability policy, covering all owned, non-owned, borrowed or hired vehicles, including loading and unloading thereof, with a combined single limit of $1,000,000 for bodily injury and property damage arising out of ownership, maintenance or use of any auto.

(3) Workers’ compensation and occupational disease insurance, employee benefit insurance and any other insurance in the statutory amounts required by the laws of the State of New York, with broad-form all-states endorsement.

(4) Employer’s liability insurance with a limit of $1,000,000 for each accident.

(5) Excess (Umbrella) liability insurance for not less than $5,000,000 for each occurrence and $5,000,000 annually in the aggregate to apply per project.

(6) Performance and material and payment bonds, covering contractor’s full performance of the Alterations and payment of all obligations arising under the contract, in such form and with such sureties as Landlord may approve. Unless otherwise agreed to in writing by Landlord, the face amount of each performance and material and payment bond shall be for 100% of the contract sum.

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(b) The above insurance shall be primary and non-contributing and without liability on the part of Landlord for premiums, will name as additional insureds the Landlord, Landlord’s managing agent and any other parties specified by Landlord, and their respective partners, directors, officers, employees, agents and representatives.

(c) The above liability insurance shall not contain cross-liability exclusion.

(d) The contractor shall, before the commencement of any Alterations, file certificates with Landlord as required hereby to show the existence of such insurance, which insurance shall be subject to Landlord’s approval as to the adequacy of protection and compliance with this Lease and the satisfactory standing of the insurer, and all policies shall provide for thirty (30) day prior notice of cancellation to Landlord. Such insurance shall be placed with reputable insurance companies licensed or authorized to do business in the State of New York and having an “A.M. Best” rating of “A VIII” or better, or an equivalent rating by another recognized rating organization acceptable to Landlord.

(e) The general liability coverage will include completed operations insurance for a period of two (2) years following final completion of the Alterations.

(f) All requirements imposed by the policies referred to above, and to be performed by the contractor, shall likewise be imposed upon, assumed and performed by each of the subcontractors.

(g) Nothing contained herein shall relieve the contractor and any subcontractors of any tier of their respective obligations to exercise due care in the performance of their duties in connection with the Alterations or to complete the Alterations in strict compliance with this Lease.

(h) The insurance coverage to be maintained for the benefit of the contractor, Landlord, Landlord’s managing agent, and any other party specified by Landlord shall be primary and non-contributing for all such entities.

(i) The carrying of the insurance described herein shall in no way be interpreted as relieving the contractor of any responsibility or liability under this Lease or the construction contract.

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EXHIBIT 5

APPLICATION FOR SCHEDULE A

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PW1A: Schedule A - Occupancy / Use Must Be Typewritten. Existing Legal Use Floor Building Coed Occupation Offices Offices and Showroom LIGHT MANUFACTURING RESTROOM VAULT, BOILER, MECHANICAL ROOM, OFFICES AND STORAGE

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PW1A: Schedule A - Occupancy / Use Must Be Typewritten. Existing Legal Use Floor Building Coed Occupation Offices Offices and Showroom LIGHT MANUFACTURING RESTROOM VAULT, BOILER, MECHANICAL ROOM, OFFICES AND STORAGE Sheet 2 of 4

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PW1A: Schedule A - Occupancy / Use Must Be Typewritten. Existing Legal Use Floor Building Coed Occupation Offices Offices and Showroom LIGHT MANUFACTURING RESTROOM VAULT, BOILER, MECHANICAL ROOM, OFFICES AND STORAGE Sheet 3 of 4

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PW1A: Schedule A - Occupancy / Use Must Be Typewritten. Existing Legal Use Floor Building Coed Occupation Offices Offices and Showroom LIGHT MANUFACTURING RESTROOM VAULT, BOILER, MECHANICAL ROOM, OFFICES AND STORAGE Sheet 2 of 4 Building Notes to appear on the Certificate of Occupancy

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EXHIBIT 6

CERTIFICATE OF OCCUPANCY

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DEPARTMENT OF BUILDINGS CERTIFICATE OF OCCUPANCY AMENDED BOROUGH MANHATTAN DATE

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THAT THE ZONNING ON WHICH THE PREMISES IS LOCATED IS BOUNDED AS FOLLOWS. BEGINNING at a point on the distant COMMERCIAL

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EXHIBIT 7

ROOF TERRACE

THIS IS A SCHEMATIC PLAN AND IS INTENDED ONLY TO SHOW THE PROPOSED GENERAL LAYOUT OF THE ROOF TERRACE. ALL MEASURES, DISTANCES AND DIMENSIONS ARE APPROXIMATE AND NOT TO SCALE. THE DEPICTIONS HEREON DO NOT CONSTITUTE A WARRANTY OR REPRESENTATION OF ANY KIND.

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90 Fifth Avenue roof For complete listing, visit www.rfrspace.com Note to Scale. All dimensions and conditions are approximate

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SCHEDULE A

RULES AND REGULATIONS

1. The rights of each tenant in the Building to the entrances, corridors and elevators of the Building are limited to ingress to and egress from such tenant’s premises and no tenant shall use, or permit the use of the entrances, corridors, or elevators for any other purpose. No tenant shall invite to its premises, or permit the visit of persons in such numbers or under such conditions as to interfere with the use and enjoyment of any of the plazas, entrances, corridors, elevators and other facilities of the Building by other tenants. No tenant shall encumber or obstruct, or permit the encumbrances or obstruction of any of the sidewalks, plazas, entrances, corridors, elevators, fire exits or stairways of the Building. Landlord reserves the right to control and operate the public portions of the Building, the public facilities, as well as facilities furnished for the common use of the tenants, in such manner as Landlord deems best for the benefit of the tenants generally.

2. Landlord may refuse admission to the Building outside of Ordinary Building Hours to any person not known to the watchman in charge or not having a pass issued by Landlord or not properly identified, and may require all persons admitted to or leaving the Building outside of Ordinary Building Hours to register. All tenants’ employees, agents and visitors shall be permitted to enter and leave the Building whenever appropriate arrangements have been previously made between Landlord and the tenant with respect thereto. Each tenant shall be responsible for all persons for whom it requests such permission and shall be liable to Landlord for all acts of such persons. Any person whose presence in the Building at any time shall, in the reasonable judgment of Landlord, be prejudicial to the safety, character, reputation or interests of the Building or its tenants may be denied access to the Building or may be ejected therefrom. In case of invasion, riot, public excitement or other commotion Landlord may prevent all access to the Building during the continuance of the same, by closing the doors or otherwise, for the safety of the tenants and protection of property in the Building. Landlord may require any person leaving the Building with any package or other object to exhibit a pass from the tenant from whose premises the package or object is being removed, but the establishment and enforcement of such requirement shall not impose any responsibility on Landlord for the protection of any tenant against the removal of property from the premises of tenant. Landlord shall, in no way, be liable to any tenant for damages or loss arising from the admission, exclusion or ejection of any person to or from a tenant’s premises or the Building under the provisions of this rule.

3. No tenant shall obtain or accept for use in its premises ice, drinking water, towels, barbering, boot blacking, floor polishing, lighting maintenance, cleaning or other similar services from any persons not authorized by Landlord in writing to furnish such services. Such services shall be furnished only at such hours, in such places within the tenant’s premises and under such regulation as may be fixed by Landlord.

4. No window or other air-conditioning units shall be installed by any tenant, and only such window coverings as are supplied or permitted by Landlord shall be used in a tenant’s premises.

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5. There shall not be used in any space, nor in the public halls of the Building, either by any tenant or by jobbers, or other in the delivery or receipt of merchandise, any hand trucks, except those equipped with rubber tires and side guards.

6. All entrance doors in each tenant’s premises shall be left locked when the tenant’s premises are not in use. Entrance doors shall not be left open at any time. All windows in each tenant’s premises shall be kept closed at all times and all blinds therein above the ground floor shall be lowered when and as reasonably required because of the position of the sun, during the operation of the Building air-conditioning system to cool or ventilate the tenant’s premises.

7. No noise, including the playing of any musical instruments, radio or television, which, in the judgment of Landlord, might disturb other tenants in the Building, shall be made or permitted by any tenant. No dangerous, inflammable, combustible or explosive object, material or fluid shall be brought into the Building by any tenant or with the permission of any tenant.

8. The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were designed or constructed, and no sweepings, rubbish, rags, acids or other substances shall be deposited therein. All damages resulting from any misuse of the plumbing fixtures shall be borne by the tenant who, or whose servants, employees, agents, visitors or licensees, shall have caused the same.

9. No additional locks or bolts of any kind shall be placed upon any of the doors or windows in any tenant’s premises and no lock on any door therein shall be changed or altered in any respect. Duplicate keys for a tenant’s premises and toilet rooms shall be procured only from Landlord, which may make a reasonable charge therefore. Upon the termination of a tenant’s lease, all keys of the tenant’s premises and toilet rooms shall be delivered to Landlord. Each tenant shall provide Landlord with appropriate means to access any electronic security system in the Premises.

10. Each tenant, shall, at its expense, provide artificial light in its premises for Landlord’s agents, contractors and employees while performing janitorial or other cleaning services and making repairs or alterations in said premises.

11. No animals or birds (except for service animals), bicycles, mopeds or vehicles of any kind shall be kept in or about the Building or permitted therein.

12. No furniture, office equipment, packages or merchandise will be received in the Building or carried up or down in the elevator, except between such hours as shall be designated by Landlord. Landlord shall prescribe the charge for freight elevator use and the method and manner in which any merchandise, heavy furniture, equipment or safes shall be brought in or taken out of the Building, and also the hours at which such moving shall be done. Any reserved usage of the freight elevator shall be in minimum increments of four (4) hours. No furniture, office equipment, merchandise, large packages or parcels shall be moved or transported in the passenger elevators at any time. No tenant shall use the passenger elevators for any purpose other than transporting persons to and from its premises.

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13. All lighting fixtures hung in offices or spaces along the perimeter of any tenant’s Premises must be fluorescent, of a quality, type, design and bulb color approved by Landlord unless the prior consent of Landlord has been obtained for other lamping.

14. The exterior windows and doors that reflect or admit light and air into any premises or the halls, passageways or other public places in the Building, shall not be covered or obstructed by any tenant, nor shall any articles be placed on the windowsills.

15. Canvassing, soliciting and peddling in the Building is prohibited and each tenant shall cooperate to prevent same.

16. No tenant shall do any cooking, conduct any restaurant, luncheonette or cafeteria for the sale or service of food or beverages to its employees or to others, except as expressly approved in writing by Landlord. In addition, no tenant shall cause or permit any odors of cooking or other processes or any unusual or objectionable odors to emanate from the premises. The foregoing shall not preclude tenant from having food or beverages delivered to the premises (for example, in connection with catered meals), provided that no cooking or food preparation shall be carried out at the premises, except that Tenant shall be permitted to have a microwave and coffee maker in its premises for its employees’ use.

17. No tenant shall generate, store, handle, discharge or otherwise deal with any hazardous or toxic waste, substance or material or oil or pesticide on or about the Real Property, except for substances customarily used in ordinary office use and cleaning supplies, provided that such substances are stored, handled and disposed of in accordance with applicable Legal Requirements.

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SCHEDULE B

LANDLORD’S WORK

Except as otherwise specifically provided herein, Landlord, at its expense, and in accordance with all Legal Requirements, shall build the Premises (“Landlord’s Work”) in accordance with plans and specifications (the “Plans”) to be prepared by Landlord’s architect and approved by Tenant, as set forth herein.

On or before the tenth (10^th) business day following the date of this Lease, Tenant, its architect and its other representatives shall furnish Landlord with any information necessary to enable Landlord to prepare the Plans and to prepare an estimate of the cost of the work depicted in the Plans (the “Plans Based Estimate”). Landlord shall submit the Plans and the Plans Based Estimate for Tenant’s approval, which submission shall include a notice stating in bold, capital letters, “PLEASE BE ADVISED THAT, PURSUANT TO SCHEDULE B OF THE LEASE, TENANT MUST DELIVER ANY OBJECTIONS TO THE ENCLOSED PLANS AND PLANS BASED ESTIMATE WITHIN SEVEN (7) BUSINESS DAYS. TENANT’S FAILURE TO RESPOND TO THE ENCLOSED PLANS AND PLANS BASED ESTIMATE WITHIN SUCH SEVEN (7) BUSINESS DAY PERIOD SHALL BE DEEMED TO BE A TENANT DELAY.”. Landlord shall identify in the Plans, any items of Landlord’s Work that would cost materially more than ordinary office installations to remove (such as raised floors, vaults, internal staircases, pneumatic tubes and vertical and horizontal transportation systems), that Landlord may require Tenant to remove from the Premises at the end of the Term pursuant to the provisions of Subsection 4H of the Lease (“Specialty Work Items”). Tenant shall approve or disapprove the Plans and Plans Based Estimate within seven (7) business days after Landlord’s submission of the same to Tenant. If Tenant shall object to or request revisions to any part of the Plans or the Plans Based Estimate, such objections and revisions shall be made in writing (a “Tenant Objection Notice”) and given to Landlord during the aforementioned seven (7) business day period. Tenant’s failure to respond to the Plans and Plans Based Estimate within such seven (7) business day period shall be deemed to be a Tenant Delay. Tenant’s objections and/or revisions shall be described in any Tenant Objection Notice in sufficient detail to enable Landlord to modify such Plans or the Plans Based Estimate in order to make them acceptable to Tenant. Landlord shall promptly modify the Plans and the Plans Based Estimate to reflect Tenant’s objections and revisions and submit such revised Plans and Plans Based Estimate to Tenant with a notice stating in bold, capital letters, “PLEASE BE ADVISED THAT, PURSUANT TO SCHEDULE B OF THE LEASE, TENANT MUST DELIVER ANY OBJECTIONS TO THE ENCLOSED PLANS AND PLANS BASED ESTIMATE WITHIN FIVE (5) BUSINESS DAYS. TENANT’S FAILURE TO RESPOND TO THE ENCLOSED PLANS AND PLANS BASED ESTIMATE WITHIN SUCH FIVE (5) BUSINESS DAY PERIOD SHALL BE DEEMED TO BEA TENANT DELAY.”. Tenant shall respond to such revised Plans and the revised Plans Based Estimate within five (5) business days of Tenant’s receipt thereof. In the event that Tenant submits a Tenant Objection Notice with respect to the revised Plans and/or Plans Based Estimate after the five (5) business day period described in the preceding sentence, such delay shall be deemed to be a Tenant Delay (as hereinafter defined).

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Landlord shall obtain no less than three (3) general contractor bids for Landlord’s Work from general contractors selected by Landlord. Landlord shall disclose the bids to Tenant promptly after Landlord’s receipt thereof.

Notwithstanding anything to the contrary contained in this Schedule B, Tenant acknowledges that Landlord shall not be obligated to incur costs in excess of $1,638,260.00 in connection with Landlord’s Work (or the Additional Work (as hereinafter defined)) (the “Landlord’s Work Cap”), including the cost of preparing the Plans, Additional Work Plans (as hereinafter defined), Plans Based Estimate and Post-Plans Based Estimate (as hereinafter defined). No more than fifteen (15%) percent of the Landlord’s Work Cap shall be applied to architectural and engineering fees (collectively, “Soft Costs”) associated with Landlord’s Work (the “Soft Cost Cap”). Landlord acknowledges that no freight elevator fees, supervisory fees or other fees that would ordinarily be charged to Tenant in connection with a Tenant Alteration, will be charged in connection with the Base Building Work or added to the expenses incurred by Landlord (or otherwise charged to Tenant), as part of Landlord’s Work costs. Furthermore, the Base Building Work described in Schedule C attached hereto, shall not be deemed to be part of Landlord’s Work hereunder. Notwithstanding anything herein to the contrary, in no event shall Tenant be required to pay any amount with respect to the Landlord’s Work (including Additional Work) in excess of the amount, if any, by which the actual, third-party, out of pocket cost thereof is in excess of the Landlord’s Work Cap, or the Soft Costs thereof are in excess of the Soft Cost Cap. Any excess funds paid by Tenant shall be promptly refunded to Tenant.

In the event that the final Plans Based Estimate reflects that the cost of Landlord’s Work will exceed the Landlord’s Work Cap or that the Soft Costs of Landlord’s Work will exceed the Soft Cost Cap (each, a “Plan Work Cost Overrun”), and the total Plan Work Cost Overrun is less than $504,080.00 (the “Overrun Cap”), Tenant shall pay to Landlord, as Additional Rent: (i) fifty (50%) percent of the Plan Work Cost Overruns within five (5) business days after Landlord’s request therefor, and in any event, before Landlord commences Landlord’s Work and (ii) fifty (50%) percent of the Plan Work Cost Overruns within ten (10) business days after substantial completion of Landlord’s Work. If the total Plan Work Cost Overruns exceed the Overrun Cap, Tenant shall pay to Landlord as Additional Rent: (a) an amount equal to: (x) fifty (50%) percent of the total Plan Work Cost Overrun up to the Overrun Cap, plus (y) one hundred (100%) percent of the difference between the total amount of the Plan Work Cost Overrun and the Overrun Cap within five (5) business days after Landlord’s request therefor, and in any event, before Landlord commences Landlord’s Work and (b) the remaining amount of the Plan Work Cost Overrun within ten (10) business days after substantial completion of Landlord’s Work. For example, if the total amount of the Plan Work Cost Overruns are $550,000.00, Tenant would pay to Landlord an amount equal to $297,960.00 prior to the commencement of Landlord’s Work within five (5) business days of Tenant’s receipt of an invoice from Landlord, and $252,040.00 within ten (10) business days after Landlord’s Work is substantially complete.

In the event that Tenant requests that Landlord perform additional work in the Premises beyond that depicted in the Plans and the Plans Based Estimate, or Tenant requests that Landlord substitute any previously approved item or quantity of work reflected in the Plans and the Plans Based Estimate (any of the foregoing being referred to as “Additional Work”), Landlord shall prepare the plans for such Additional Work (the “Additional Work Plans”) at Tenant’s expense.

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Based upon the Additional Work Plans, Landlord shall estimate reasonably the cost of the Additional Work depicted thereon (the “Post-Plans Based Estimate”) and advise Tenant thereof. If Tenant fails to withdraw its request for such Additional Work within seven (7) days of Tenant’s receipt of the Post-Plans Based Estimate, Tenant shall be deemed to have approved such Additional Work and Post-Plans Based Estimate thereof. If the cost of the Additional Work causes the total cost of Landlord’s Work to exceed the Landlord’s Work Cap (the “Additional Work Cost Overruns”, and together with the Plan Work Cost Overruns, the “Work Cost Overruns”), to the extent that the Additional Work Cost Overruns do not cause the total Work Cost Overruns to exceed the Overrun Cap, Tenant shall pay to Landlord, as Additional Rent: (i) fifty (50%) percent of the total amount of the Additional Work Cost Overruns within seven (7) days of Tenant’s receipt of the Post-Plans Based Estimate and (ii) fifty (50%) percent of the total amount of the Additional Work Cost Overruns within ten (10) business days of the date that the Landlord’s Work is substantially completed. In the event that the Additional Work causes the total Work Cost Overruns to exceed the Overrun Cap, Tenant shall pay to Landlord as Additional Rent: (a) an amount equal to: (x) fifty (50%) percent of the Additional Work Cost Overruns up to the Overrun Cap, plus (y) one hundred (100%) percent of the difference between the total amount of the Work Cost Overruns and the Overrun Cap within seven (7) days after Tenant’s receipt of the Post-Plans Based Estimate, and in any event, before Landlord commences the Additional Work and (b) the remaining amount of the Additional Work Cost Overruns within ten (10) business days after substantial completion of Landlord’s Work.

For example, if the Plan Work Cost Overrun is $450,000.00, Tenant will pay to Landlord, prior to the commencement of Landlord’s Work, within five (5) business days of Tenant’s receipt of an invoice from Landlord, an amount equal to $225,000.00. If Tenant requests Additional Work that results in an Additional Work Cost Overrun of $100,000.00 (for a total Work Cost Overrun of $550,000.00), Tenant will be required to pay to Landlord, within seven (7) days of Tenant’s receipt of the Post-Plans Based Estimate and before Landlord commences the Additional Work, an amount equal to $72,960.00 (50% of the Additional Work Cost Overrun up to the Overrun Cap, plus the difference between the total Work Cost Overruns and the Overrun Cap). Tenant would be required to the remainder of the Work Cost Overruns within ten (10) business days after substantial completion of Landlord’s Work.

If in Landlord’s commercially reasonable judgment, any items of Additional Work shall involve Long Lead Work (as hereinafter defined), then Landlord may require Tenant to agree on a fixed Commencement Date of this Lease (allowing a reasonable time for the performance of Landlord’s Work in absence of the necessity of performing the Long Lead Work). If the parties cannot agree upon a fixed Commencement Date, then Landlord shall have the right to decline to perform such Long Lead Work, and Tenant shall be responsible for the performance thereof (subject to the terms of this Lease) after the completion of Landlord’s Work and any other (non-objected to by Landlord) Additional Work.

David Snider shall be deemed to be the agent of Tenant who is duly authorized to bind and act for Tenant in all respects with respect to Landlord’s Work and any Additional Work.

All submissions and notices with respect to the Plans or Landlord’s Work shall be given in accordance with the provisions of Article 25 of this Lease.

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Landlord shall assign to Tenant any rights that Landlord has under any manufacturer or supplier warranties obtained by Landlord in connection with Landlord’s Work, to the extent that the same are assignable. To the extent that such warranties are not assignable, Landlord shall reasonably cooperate with Tenant to facilitate Tenant obtaining the benefit of any such warranties.

For purposes of establishing the Commencement Date of the Lease, Landlord’s Work shall be deemed to have been substantially completed on, and the date of substantial completion of Landlord’s Work shall be, the earlier of (1) the date on which Landlord’s Work has been completed substantially in accordance with the Plans and Additional Work Plans (if any), or would have been completed but for any Tenant Delay, it being agreed that the substantial completion of Landlord’s Work shall be deemed to have occurred notwithstanding the fact that (A) minor details, balancing or adjustments may not then have been completed, provided that such uncompleted work shall not materially interfere with Tenant’s use of the Premises, (B) any Long Lead Work remains to be performed, or (C) any work which, in accordance with good construction scheduling practice, must be sequenced to follow completion of any Long Lead Work or any Alterations to be performed by Tenant, remains to be performed, and (2) the date on which Tenant takes occupancy of any portion of the Premises for the conduct of its business. Notwithstanding the foregoing, the establishment of a Commencement Date that is earlier than the date that Landlord’s Work is actually substantially completed shall not relieve Landlord of its obligation to substantially complete Landlord’s Work. The term “Long Lead Work” shall mean any item which is not a stock item and must be specially manufactured, fabricated or installed or is of such an unusual, delicate or fragile nature that there is a substantial risk that (i) there will be a delay in its manufacture, fabrication, delivery or installation, or (ii) after delivery, such item will need to be reshipped or redelivered or repaired, so that in Landlord’s reasonable judgment, such item will delay the substantial completion of Landlord’s Work beyond the date on which Landlord’s Work would have otherwise been substantially completed. In addition, Long Lead Work shall include any item which in accordance with good construction practice should be completed after the completion of any item of work in the nature of the items described in the immediately preceding sentence. Landlord shall notify Tenant if any item in the Plans or Additional Work Plans constitutes Long Lead Work at the time that the Plans or Additional Work Plans are submitted to Tenant for review, to the extent that any delays are then known to Landlord, or otherwise, promptly after Landlord obtains actual knowledge of a potential delay. If Landlord obtains actual knowledge of Long Lead Work after the Plans or Additional Work Plans are approved, at the time that Landlord notifies Tenant of such Long Lead Work, Landlord shall, to the extent reasonably possible, suggest substitutions or alternatives to the Long Lead Work item, that would not cause a delay in Landlord’s Work (or that would minimize such delay). The term “Tenant Delay” shall mean any actual delay that Landlord encounters in commencing or performing Landlord’s Work (or any portion thereof) or in the preparation of the Plans or Plans Based Estimate or Additional Work Plans or Post-Plans Based Estimate by reason of any failure by Tenant to comply with the provisions of this Schedule B, any Additional Work, changes to Landlord’s Work requested by Tenant after the Plans are finally approved, or similar act, neglect, failure or omission by Tenant, its agents, servants, employees, contractors or subcontractors. Landlord shall promptly notify Tenant after Landlord has actual knowledge of a Tenant Delay, which notice shall state in reasonable detail the basis of such Tenant Delay (a “Tenant Delay Notice”). In the event that Landlord fails to deliver to Tenant a Tenant Delay Notice within five (5) business days of the occurrence thereof (which notice may be by e-mail to                ), Landlord shall be barred from later claiming that such Tenant act or omission constituted a Tenant Delay. Any period of a Tenant Delay shall not exceed the time period that

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Landlord was actually delayed as a result of such Tenant Delay and any simultaneous Tenant Delays shall be deemed to run concurrently (rather than consecutively) and shall not be “double counted”. In the event that the Commencement Date is accelerated due to a Tenant Delay or Long Lead Work, Landlord shall continue to work diligently to complete Landlord’s Work and the Base Building Work. If Landlord’s Work and the Base Building Work is not substantially completed within the period of the Tenant Delay or delay caused by Long Lead Work, the Minimum Rent Abatement Period shall be deemed to be extended on a day for day basis for each day that Landlord’s Work and the Base Building Work has not been substantially completed after the period of the Tenant Delay or Long Lead Work delay has expired. For example, if Landlord and Tenant agree that substantial completion of Landlord’s Work has been delayed for thirty (30) days due to Tenant Delay or Long Lead Work, and accordingly, agree to a Commencement Date of November 1^st, if Landlord’s Work is not substantially completed by December 1^st, Tenant shall receive a day for day extension of the Minimum Rent Abatement Period for each day from and after December 1^st that Landlord’s Work is not substantially completed.

In the event of any dispute in connection with Landlord’s Work, including, without limitation, whether a Tenant Delay has occurred or whether Landlord’s Work has been substantially completed, either Landlord or Tenant may refer the matter to Andrew VanderVeen at VanderVeen Associates (the “Consultant”). The party that refers the matter to the Consultant must give simultaneous notice to the other party regarding the same (the “Dispute Notice”). The parties shall meet with a representative of the Consultant within five (5) business days of the date of the Dispute Notice to present its case to the Consultant’s representative. The decision of the Consultant’s representative shall be rendered within five (5) business days of such meeting, and shall be final and binding on both of the parties. Landlord and Tenant shall share equally the Consultant’s fees in connection with resolving any such dispute. The foregoing procedure is referred to herein as the “Work Dispute Resolution Procedure”.

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SCHEDULE C

BASE BUILDING WORK

Landlord shall, at its expense, perform the following work and installations (the “Base Building Work”) prior to the Commencement Date:

• The fan coil units will be delivered in good working condition.

• Landlord shall make available a reasonable number of connection points and tie-ins to connect the Premises to the Building’s Class-E fire system.

• Windows will be delivered in good working order.

• Drywall the perimeter and the core walls up to the ceiling.

• Patch the ceiling.

• Encase the existing columns with sheetrock.

• Install a submeter or submeters to measure Tenant’s electrical consumption in the Premises.

• Deliver to Tenant Landlord’s ACP-5 for the Premises for Tenant’s records.

• Any Hazardous Substances existing in the Premises as of the date hereof shall be removed or otherwise remediated in accordance with applicable Legal Requirements;

• Build men’s and women’s bathrooms on the fourth (4^th) floor of the Building that are substantially similar in design and materials to the men’s and women’s bathrooms on the third (3^rd) floor of the Building, except that no medicine cabinets will be installed in the fourth (4^th) floor bathrooms.

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FIRST AMENDMENT OF LEASE

FIRST AMENDMENT OF LEASE (this “First Amendment”) made as of this 6^th day of October, 2014, by and between 90 FIFTH OWNER LLC, having an office c/o RFR Realty LLC, 390 Park Avenue, New York, New York 10022 (“Landlord”), and URBAN COMPASS, INC., having an office at 17-19 Union Square West, New York, New York 10001 (“Tenant”).

W I T N E S S E T H :

WHEREAS, Landlord and Tenant have previously entered into a Lease, dated as of July 23, 2014 (the “Lease”), pursuant to which Landlord leased to Tenant and Tenant did hire from Landlord the entire 3^rd and 4^th floors (the “Existing Premises”), as more particularly described in the Lease, in the building known as 90 Fifth Avenue, New York, New York (the “Building”), upon and subject to all of the terms, covenants and conditions as are more particularly described in the Lease;

WHEREAS, Landlord wishes to lease to Tenant and Tenant wishes to lease from Landlord the entire fifth (5^th) floor (the “Fifth Floor Premises”) and the entire sixth (6^th) floor (the “Sixth Floor Premises”, and together with the Fifth Floor Premises, collectively, the “Additional Premises”) of the Building, in addition to the Existing Premises; and

WHEREAS, the parties hereto desire to modify and amend the Lease in certain respects as provided herein.

NOW, THEREFORE, in consideration of these premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:

1. All terms not otherwise defined herein shall have the meanings assigned to them in the Lease.

2. The definition of “Premises” in Section IIIA of the Lease Information Summary is hereby deleted and replaced with the following, “The entire third (3^rd), fourth (4^th), fifth (5^th) and sixth (6^th) floors of the Building, as shown cross-hatched on Exhibit 1 annexed hereto and made a part hereof.”

3. (a) Subsections 1B(i), (ii) and (iii) of the Lease shall be deemed to refer only to the Existing Premises. Notwithstanding the foregoing, if Tenant terminates the Lease pursuant to the provisions of Subsection B(ii) thereof, the Lease will also be deemed to be terminated with respect to the Additional Premises. The Term of the Lease with respect to the Additional Premises shall commence on the date that Landlord’s Additional Premises Work (as defined in Exhibit B attached hereto) and the Additional Premises Base Building Work (as hereinafter defined) are substantially completed and Landlord delivers the Additional Premises to Tenant in broom clean condition, vacant, and free of all tenancies and occupancies. Landlord shall fix the Commencement Date for the Additional Premises (the “Additional Premises Commencement Date”) upon not less than five (5) days’ written notice to Tenant (the “Commencement Date Notice”), which Commencement Date Notice shall state that Landlord has, or on or prior to the commencement date fixed in said Commencement Date Notice shall have, substantially completed Landlord’s Additional Premises Work and the Additional Premises Base Building Work (as hereinafter defined); provided, however, that, subject to the provisions of Subsection 1B(iv) of the Lease, in the event that Tenant takes possession of the Additional Premises prior to the expiration of such five (5) day period, the Additional Premises Commencement Date shall be the date that Tenant so takes possession of the Additional Premises. The Additional Premises Commencement Date set forth in Landlord’s Commencement Date Notice shall not be sooner than the Commencement Date of the Existing Premises.

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Tenant shall have the right, after the delivery of Landlord’s notice, but prior to moving into the Additional Premises, to conduct a Commencement Inspection of the Additional Premises with Landlord’s representative and deliver to Landlord, within ten (10) days of the date of such Commencement Inspection, a Punchlist with respect to the Additional Premises. Landlord shall complete or repair any items on such Punchlist promptly, but any such items shall not affect the date of substantial completion of Landlord’s Additional Premises Work or the Additional Premises Commencement Date. If, after Tenant’s Commencement Inspection, Tenant does not, in good faith, believe that Landlord’s Additional Premises Work and the Additional Premises Base Building Work are substantially completed, Tenant shall deliver a notice of such assertion to Landlord within five (5) business days of the date of the Additional Premises Commencement Inspection, and if Landlord and Tenant are unable to agree, using good faith efforts, on whether or not Landlord’s Additional Premises Work and the Additional Premises Base Building Work are substantially completed, either party may commence the Work Dispute Resolution Procedure described in Exhibit B attached hereto. After the determination of the Additional Premises Commencement Date, and at Landlord’s request, prior to delivery of possession of the Additional Premises to Tenant, Tenant agrees to execute, acknowledge and deliver to Landlord an instrument, in form reasonably satisfactory to Landlord, setting forth the Additional Premises Commencement Date and the Expiration Date; provided, however, that any failure by Tenant to deliver such instrument shall not affect the determination of the Additional Premises Commencement Date as set forth in such Landlord’s notice.

(b) Subsection 1C of the Lease shall be deemed to refer only to the Existing Premises. Tenant agrees to accept possession of the Additional Premises in the condition which shall exist on the Additional Premises Commencement Date “as is” subject to the completion of Landlord’s Additional Premises Work and the Additional Premises Base Building Work as provided herein, and further agrees that Landlord shall have no obligation to perform any work or make any installations in order to prepare the Additional Premises for Tenant’s occupancy, other than the performance of Landlord’s Additional Premises Work and the Additional Premises Base Building Work. The taking of possession of the Additional Premises by Tenant shall be presumptive evidence as against Tenant that, at the time such possession was so taken, the Additional Premises were in good and satisfactory condition and that Landlord’s Additional Premises Work and the Additional Premises Base Building Work were substantially completed. Notwithstanding the foregoing, Tenant shall have the right to give Landlord notice of any latent defects in Landlord’s Additional Premises Work which defects were not (or would not have been) discernible after diligent examination of the Additional Premises, provided that such defects are not caused by any Tenant Party (as hereinafter defined), for a period of one hundred eighty (180) days after the substantial completion of Landlord’s Additional Premises Work, TIME OF THE ESSENCE. Landlord shall complete or repair any such items promptly, but any such items shall not affect the date of substantial completion of Landlord’s Additional Premises Work, the Additional Premises Base Building Work or the Additional Premises Commencement Date.

4. The Term of the Lease with respect to the Additional Premises shall expire on the Expiration Date of the Lease with respect to the Existing Premises. The Commencement Date and the Term with respect to the Existing Premises shall not be affected by the Additional Premises Commencement Date.

5. The references to the “Commencement Date” in the following provisions of the Lease shall continue to refer to the Commencement Date with respect to the Existing Premises, and shall be deemed to refer to the “Additional Premises Commencement Date” with respect to the Additional Premises: Subsections 1A, 1B(iv), 2A, 7C, 10A, 15A(iv), 26B(ii) and 26H(i), and Article 30. Except as specifically set forth herein, the term “Commencement Date” as used in the Lease shall be deemed to refer to the Commencement Date for the Existing Premises.

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6. Notwithstanding anything contained herein to the contrary, in the event that Landlord does not substantially complete Landlord’s Additional Premises Work and the Additional Premises Base Building Work on or before the date that is one (1) year after Landlord obtains permits for Landlord’s Additional Premises Work, for any reason other than (i) the unavailability or delay in delivery of any specialty items chosen by Tenant (e.g., floor coverings, lighting fixtures), (ii) Tenant Delay (as hereinafter defined), or (iii) Unavoidable Delay (as hereinafter defined), Tenant shall have the option to terminate this Lease with respect to the Additional Premises only upon thirty (30) days’ written notice to Landlord; provided, however, that in the event Landlord delivers possession of the Additional Premises to Tenant and the Additional Premises Commencement Date occurs within such thirty (30) day period, Tenant’s termination of this Lease with respect to the Additional Premises shall be null and void. If this Lease is terminated with respect to the Additional Premises pursuant to the provisions of this Section 6, neither party shall have any further obligations to the other hereunder with respect to the Additional Premises, except for those that expressly survive the expiration or earlier termination of this Lease, and Landlord shall return to Tenant, within thirty (30) days after the termination of the Lease with respect to the Additional Premises, any prepaid Minimum Rent with respect to the Additional Premises, the Additional Security (as defined in Section 13 below), and any amounts paid by Tenant to Landlord on account of Work Cost Overruns attributable to Landlord’s Additional Premises Work (which obligation shall survive the termination of the Lease). Landlord agrees that Landlord shall file applications for permits for Landlord’s Additional Premises Work promptly after the Plans and Plans Based Estimate for Landlord’s Additional Premises Work are finalized.

7. The last sentence of Subsection 1B(iv) of the Lease is deleted and replaced with the following, “Tenant shall coordinate all activities on and about the Premises relating to Tenant’s IT Installations and any of Tenant’s and its employees’, agents’ or contractors’ entries to the Existing Premises or the Additional Premises and the Building prior to the Commencement Date or the Additional Premises Commencement Date, as applicable, with Landlord, and Tenant shall not interfere with or hinder Landlord in the performance of Landlord’s Work or the Base Building Work, or Landlord’s Additional Premises Work or the Additional Premises Base Building Work, and any delay caused by such interference or hindrance shall be considered a Tenant Delay (as defined in Schedule B attached hereto).”

8. Exhibit 1 of the Lease shall be supplemented by adding the floor plans attached to this First Amendment as Exhibit A, at the end of Exhibit 1.

9. The Minimum Rent for the Fifth Floor Premises only shall be:

(a) Nine Hundred Forty Five Thousand One Hundred Fifty and 00/100 ($945,150.00) Dollars per annum ($78,762.50 per month) for the period commencing on the Additional Premises Commencement Date through the day immediately preceding the fifth (5^th) anniversary of the Fifth Floor Minimum Rent Commencement Date (as hereinafter defined); and

(b) One Million Eight Thousand One Hundred Sixty and 00/100 ($1,008,160.00) Dollars per annum ($84,013.33 per month) for the period commencing on the fifth (5^th) anniversary of the Fifth Floor Minimum Rent Commencement Date through and including the Expiration Date.

10. Minimum Rent for the Sixth Floor Premises only shall be:

(a) Nine Hundred Eighty Two Thousand Nine Hundred Fifty Six and 00/100 ($982,956.00) Dollars per annum ($81,913.00 per month) for the period commencing on the Additional Premises Commencement Date through the day immediately preceding the fifth (5^th) anniversary of the Sixth Floor Minimum Rent Commencement Date (as hereinafter defined); and

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(b) One Million Forty Five Thousand Nine Hundred Sixty Six and 00/100 ($1,045,966.00) Dollars per annum ($87,163.83 per month) for the period commencing on the fifth (5^th) anniversary of the Fifth Floor Minimum Rent Commencement Date through and including the Expiration Date.

11. Tenant shall pay the first monthly installment of Minimum Rent with respect to each of the Fifth Floor Premises and the Sixth Floor Premises simultaneously with Tenant’s execution of this First Amendment and delivery of the same to Landlord. Such amounts shall be applied to the first payment of Minimum Rent due for the Fifth Floor Premises and the Sixth Floor Premises, respectively, after the Fifth Floor Minimum Rent Abatement Period and the Sixth Floor Minimum Rent Abatement Period, as applicable, just as the payment of the first monthly installment of Minimum Rent due for the Existing Premises made by Tenant upon Tenant’s execution of the Lease and delivery of the same to Landlord shall be applied to the first payment of Minimum Rent due for the Existing Premises after the Minimum Rent Commencement Date.

12. Notwithstanding anything herein to the contrary, provided that Tenant is not in default under the Lease (as amended) beyond the expiration of any applicable grace or cure period, Tenant shall be entitled to a credit against the Minimum Rent due for the Fifth Floor Premises for the first nine (9) full calendar months following the Additional Premises Commencement Date (the “Fifth Floor Minimum Rent Abatement Period”). The day immediately following the last day of the Fifth Floor Minimum Rent Abatement Period is referred to herein as the “Fifth Floor Minimum Rent Commencement Date”.

13. Notwithstanding anything herein to the contrary, provided that Tenant is not in default under the Lease (as amended) beyond the expiration of any applicable grace or cure period, Tenant shall be entitled to a credit against the Minimum Rent due for the Sixth Floor Premises for the first six (6) full calendar months following the Additional Premises Commencement Date (the “Sixth Floor Minimum Rent Abatement Period”). The day immediately following the last day of the Sixth Floor Minimum Rent Abatement Period is referred to herein as the “Sixth Floor Minimum Rent Commencement Date”.

14. Subsection V.D. of the Lease Information Summary is hereby deleted and replaced with the following, “Tenant’s Proportionate Share: 38.775%.”

15. Subsection V.G. of the Lease Information Summary is deleted and replaced with the following, “Security Deposit: $3,742,794.00”. Within thirty (30) days of the date of this First Amendment, Tenant shall deliver to Landlord an amendment to the Letter of Credit previously delivered to Landlord in connection with the Lease, increasing the amount of the Letter of Credit by $1,928,106.00 (the “Additional Security”) from $1,814,688.00 to $3,742,794.00 (the “LC Amendment”). Tenant’s failure to timely deliver the LC Amendment to Landlord shall be a default under the Lease.

16. Tenant acknowledges that Tenant has received the Schedule A referenced in Subsection 1E(i) of the Lease, and therefore, Tenant waives its right to terminate the Lease pursuant to Subsection 1E(i) of the Lease.

17. Subsection 1E(ii) of the Lease is deleted in its entirety and replaced with the following:

“Landlord shall use commercially reasonable efforts to obtain an amended certificate of occupancy or temporary certificate of occupancy for the Building, increasing the maximum number of permitted occupants on each of the third (3^rd) floor and the fourth (4^th) floor of the Building (such temporary or permanent certificate of occupancy is referred to herein as the “Amended CO”) on or before the Commencement Date (subject to

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Unavoidable Delay not to exceed thirty (30) days, the “Amended CO Deadline”). In the event that Landlord is unable to obtain an Amended CO by the Amended CO Deadline, or if the Building’s certificate of occupancy is amended with respect to the third (3^rd) floor only or the fourth (4^th) floor only, as Tenant’s sole and exclusive remedy, the Minimum Rent Abatement Period shall be extended: (a) two (2) days for each day from and after the Commencement Date if Landlord is not able to obtain an Amended CO with respect to the entire Existing Premises; or (b) one (1) day for each day from and after the Commencement Date if Landlord is not able to obtain an Amended CO with respect to one of the floors of the Existing Premises (but Landlord is able to obtain an Amended CO for the other floor of the Existing Premises). In the event that Landlord obtains an Amended CO, but the permitted occupancy of the third (3^rd) floor and/or the fourth (4^th) floor of the Building is less than ninety (90) people, Tenant shall receive the following extensions of the Minimum Rent Abatement Period (in addition to any other extensions of the Minimum Rent Abatement Period expressly set forth herein), as applicable: (x) if the Amended CO allows a maximum permitted occupancy of 85 people or more on each of the third (3^rd) floor and the fourth (4^th) floor, Minimum Rent Abatement Period shall not be extended; (y) if the Amended CO allows a maximum permitted occupancy of between 75 people and 84 people on either or both of the third (3^rd) floor and/or the fourth (4^th) floor, the Minimum Rent Abatement Period shall be extended for two (2) additional calendar months (provided that if the reduced occupancy level only applies to one of the two floors of the Existing Premises, and the maximum permitted occupancy of the other floor is 85 people or more, Tenant shall only receive a fifty (50%) percent Minimum Rent Abatement for the additional two (2) calendar month period); and (z) if the Amended CO allows a maximum permitted occupancy of 74 or fewer people per floor on either or both of the third (3^rd) floor and/or the fourth (4^th) floor, the Minimum Rent Abatement Period shall be extended for four (4) additional calendar months (provided that if the reduced occupancy level only applies to one of the two floors of the Existing Premises, and the maximum permitted occupancy of the other floor of the Existing Premises is 85 people or more, Tenant shall only receive a fifty (50%) percent Minimum Rent Abatement for the additional four (4) calendar month period).”

18. Landlord shall use commercially reasonable efforts to obtain an amended certificate of occupancy or temporary certificate of occupancy for the Building increasing the maximum number of permitted occupants on each of the fifth (5^th) floor and the sixth (6^th) floor of the Building (such temporary or permanent certificate of occupancy is referred to herein as the “Amended Additional Premises CO”) on or before the Additional Premises Commencement Date (subject to Unavoidable Delay not to exceed thirty (30) days, the “Amended Additional Premises CO Deadline”). In the event that Landlord is unable to obtain an Amended Additional Premises CO by the Amended Additional Premises CO Deadline, or if the Building’s certificate of occupancy is amended with respect to the Fifth Floor Premises or the Sixth Floor Premises, but is not amended with respect to the other floor of the Additional Premises) as Tenant’s sole and exclusive remedy, the Fifth Floor Minimum Rent Abatement Period (if the Amended Additional Premises CO is not obtained with respect to the Fifth Floor Premises) and/or the Sixth Floor Minimum Rent Abatement Period (if the Amended Additional Premises CO is not obtained with respect to the Sixth Floor Premises) shall be extended two (2) days for each day from and after the Additional Premises

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Commencement Date that the Amended Additional Premises CO has not been obtained with respect to the entire Additional Premises or the applicable floor of the Additional Premises. In the event that Landlord obtains an Amended Additional Premises CO, but the permitted occupancy of the fifth (5^th) floor and/or the sixth (6^th) floor of the Building is less than ninety (90) people, Tenant shall receive the following extensions of the Fifth Floor Minimum Rent Abatement Period and/or the Sixth Floor Minimum Rent Abatement Period (in addition to any other extensions of the Fifth Floor Minimum Rent Abatement Period and Sixth Floor Minimum Rent Abatement Period expressly set forth herein), as applicable: (a) if the Amended Additional Premises CO allows a maximum permitted occupancy of 85 people or more on each of the fifth (5^th) floor and the sixth (6^th) floor, neither the Fifth Floor Minimum Rent Abatement Period nor the Sixth Floor Minimum Rent Abatement Period shall be extended; (b) if the Amended Additional Premises CO allows a maximum permitted occupancy of between 75 people and 84 people on either or both of the fifth (5^th) floor and/or the sixth (6^th) floor, the Fifth Floor Minimum Rent Abatement Period (if the reduced occupancy applies to the Fifth Floor Premises) and/or the Sixth Floor Minimum Rent Abatement Period (if the reduced occupancy applies to the Sixth Floor Premises), as applicable, shall be extended for two (2) additional calendar months; and (c) if the Amended Additional Premises CO allows a maximum permitted occupancy of 74 or fewer people per floor on either or both of the fifth (5^th) floor and/or the sixth (6^th) floor, the Fifth Floor Minimum Rent Abatement Period (if the reduced occupancy applies to the Fifth Floor Premises) and/or the Sixth Floor Minimum Rent Abatement Period (if the reduced occupancy applies to the Sixth Floor Premises) shall be extended for four (4) additional calendar months.

19. Subsection 4A(i) is modified to add the phrase “or Landlord’s Additional Premises Work or the Additional Premises Base Building Work” at the end of the definition of “Alterations”.

20. Subsection 4B(ii) is modified to delete the phrase, “Tenant’s notice to Landlord regarding a proposed Decorative Alteration should include” from the last sentence thereof.

21. The following phrase shall be added to the last sentence of Subsection 4C, “or Landlord’s Additional Premises Work or the Additional Premises Base Building Work”.

22. Landlord represents to Tenant that as of the Additional Premises Commencement Date, the Additional Premises shall comply with all Legal Requirements in effect as of the Additional Premises Commencement Date that are applicable to Landlord’s Additional Premises Work, the Additional Premises Base Building Work and the use of the Additional Premises for general and executive offices. The provisions of Subsection 6A of the Lease shall not apply to the Additional Premises.

23. Subsection 12F(vii) is amended to substitute the number “eight (8)” for the number “four (4)”. In no event shall Tenant be permitted to have more than two (2) subtenants per floor of the Premises.

24. The provisions of Subsection 12I of the Lease shall not apply to any sublease of the Sixth Floor Premises by Tenant for the period from the Additional Premises Commencement Date through the day immediately preceding the third (3^rd) anniversary of the Sixth Floor Minimum Rent Commencement Date (the “Sixth Floor Sublease Period”). To the extent that any sublease of the Sixth Floor Premises by Tenant is for a term exceeding the Sixth Floor Sublease Period, or is for a term occurring after the Sixth Floor Sublease Period, Subsection 12I of the Lease shall apply to any part of the sublease term after the expiration of the Sixth Floor Sublease Period.

25. Schedule B of the Lease is hereby deleted in its entirety and replaced with Exhibit B attached hereto. All references to “Schedule B” in the Lease shall be deemed to refer to Exhibit B of this First Amendment.

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26. Landlord shall perform the work (the “Additional Premises Base Building Work”) listed on Exhibit C attached hereto in the Additional Premises at Landlord’s expense.

27. In addition to the condenser water that Landlord has agreed to furnish to the Existing Premises, Landlord agrees to provide up to ten (10) tons of condenser water per year to each of the Fifth Floor Premises and Sixth Floor Premises for Tenant’s Supplemental Units therein, on the terms and conditions described in Subsection 26B(iv) of the Lease.

28. The last sentence of Subsection 26C of the Lease is deleted and replaced with the following, “Notwithstanding the foregoing, Landlord shall permit the Tenant to use the freight elevator for up to fifty six (56) hours (which shall be used in four (4) hour increments) during Overtime Periods, free of charge, for Tenant’s initial move-in to the Premises.”

29. Subsection 28F of the Lease shall be deemed to apply to Landlord’s Additional Premises Work and the Additional Premises Base Building Work, as well as Landlord’s Work, the Base Building Work and Alterations.

30. Both references to “Landlord’s Work” in clause (b) of Article 30 of the Lease are deleted and replaced with the following, “Landlord’s Work and Landlord’s Additional Premises Work”.

31. Landlord consents in concept to Tenant’s installation of identifying signage on each of the fifth (5^th) floor of the Building and the sixth (6^th) floor of the Building, provided that the same comply with applicable Legal Requirements and are approved by Landlord, in Landlord’s reasonable discretion.

32. Subsection 31J of the Lease is deleted in its entirety and replaced with the following,

“Confidentiality. Landlord and Tenant each acknowledge that the terms and conditions of this Lease, as amended, are to remain confidential for each other’s benefit, and may not be disclosed by either of them to anyone, by any manner or means, directly or indirectly, without the other party’s prior written consent, other than to such party’s employees, consultants or lenders, or attorneys, accountants or similar professional advisors, and with respect to Landlord, to prospective purchasers or ground lessors of the Building and/or Real Property. The consent by Landlord or Tenant to any disclosures shall not be deemed to be a waiver on the part of Landlord or Tenant of any prohibition against any future disclosure.”

33. Supplementing the provisions of Subsection 31E of the Lease, provided that Tenant is not in default of the terms and conditions of the Lease (as amended), beyond the expiration of applicable notice, grace and cure periods, commencing on the date that is the earlier of: (a) the date that the office portion of the Building is fully leased and (b) the Additional Premises Commencement Date, Landlord shall provide the Named Tenant (as hereinafter defined) with a block sign in the lobby desk of the Building (the “Lobby Desk”) with the Named Tenant’s name and/or logo (“Tenant’s Lobby Block Sign”). Tenant acknowledges that each of the other tenants of the Building shall also be permitted to have a block sign in the Lobby Desk; provided that: (x) no tenant occupying the same number of floors or fewer floors of the Building than Tenant shall be permitted to have a block sign in the Lobby Desk that is larger than Tenant’s Lobby Block Sign; (y) Tenant’s Lobby Block Sign will be located on the top shelf of the Lobby Desk display; and (z) Tenant’s Lobby Block Sign will occupy the entire length of the top shelf of the Lobby Desk, as shown on Exhibit D attached hereto. Landlord will use Named Tenant’s name and logo as depicted on Exhibit E attached hereto (the “Approved Name and Logo”) in Tenant’s Lobby Block Sign. Any change in the Approved Name and Logo must be approved by Landlord in Landlord’s sole discretion. In the event that

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Landlord, at Landlord’s sole discretion, elects to change the Lobby Desk of the Building so that it no longer displays tenants’ signs generally, Landlord shall provide Named Tenant with a sign in the lobby of the Building with the Approved Name and Logo (or such other name and/or logo that is approved by Landlord in Landlord’s sole discretion) that is comparable in size and visibility to Tenant’s Lobby Sign depicted on Exhibit D attached hereto (the “Alternative Tenant Lobby Sign”). If Landlord determines that Landlord will no longer use the Lobby Desk for tenants’ sign displays, and instead provides Tenant with the Alternative Tenant Lobby Sign, Landlord represents that Landlord shall not permit any tenant occupying the same number of floors or fewer floors of the Building than Tenant to have a sign in the lobby of the Building that is larger or more visible than the Alternative Tenant Lobby Sign. As used herein, the term “Named Tenant”, shall mean the tenant originally named in the Lease, or a Related Entity of such Named Tenant.

34. Landlord shall, at Tenant’s request, and at Tenant’s sole, but reasonable, cost and expense, replace the front panels in the Lobby Desk depicted on Exhibit E attached hereto with a single piece of glass so that the view of Tenant’s Lobby Block sign from the front of the Lobby Desk will not be obstructed.

35. Supplementing the provisions of Subsection 31I of the Lease, in addition to Tenant’s Annual Roof Exclusive, Tenant shall have the right to the right to exclusively use the Roof Terrace after Ordinary Building Hours on up to ten (10) additional occasions (the “Additional Roof Terrace Events”), with no fee (but otherwise in accordance with Landlord’s rules and regulations); provided, however, that Tenant shall not hold more than one (1) Additional Roof Terrace Event per Roof Season. Tenant acknowledges that Tenant must request the date for any Additional Roof Terrace Event by April 15^th of the applicable year, TIME OF THE ESSENCE. In the event that Tenant does not submit a date to Landlord for its Additional Roof Terrace Event by April 15^th of the applicable year, Tenant shall not be permitted to have an Additional Roof Terrace Event for such Roof Season.

36. Landlord hereby consents in concept to the installation of a shower in the Additional Premises as part of Landlord’s Additional Premises Work, subject to the provisions of Exhibit B hereof. Tenant shall be responsible for repairing any water damage to the Premises, and the cost of repairing any water damage to the Building, due to any Tenant Party’s use of the shower. Tenant acknowledges that the shower would be a Specialty Alteration that Landlord may require Tenant to remove from the Premises (and restore any damage caused by such removal) at the end of the Term.

37. Landlord consents in concept to the installation of a kitchen in the Additional Premises as part of Landlord’s Additional Premises Work, subject to the provisions of Exhibit B hereof, including, without limitation, that such kitchen complies with all applicable Legal Requirements and is in a location in the Additional Premises designated by Landlord; provided, however, that if Tenant’s installation of a kitchen in the Premises requires an amendment to the certificate of occupancy for the Building: (i) Tenant shall be responsible for obtaining such amendment in accordance with Legal Requirements, at Tenant’s sole cost (provided that Landlord shall reasonably cooperate with Tenant in obtaining such amendment to the certificate of occupancy at no cost or liability to Landlord); and (ii) Landlord shall be relieved of any penalties described in Section 18 above, if the proposed kitchen use delays the issuance of the Amended Additional Premises CO. Tenant acknowledges that the kitchen shall be deemed to be a Specialty Alteration that Landlord may require Tenant to remove from the Premises (and repair any damage caused by such removal) at the end of the Term. In the event that a kitchen is installed in the Additional Premises as part of Landlord’s Additional Premises Work, Landlord hereby consents to Tenant cooking in the Additional Premises. Notwithstanding the foregoing, Tenant shall not cause or permit any odors of cooking or other objectionable odors to emanate from the Premises, and if such odors or fumes emanate from the Premises, Tenant shall within three (3) days’ notice from Landlord install or commence to install, at its own cost and expense, reasonable control devices or procedures to eliminate such odors, and complete such installation as expeditiously as possible. Landlord further consents in concept to Tenant’s installation of venting equipment relating to the proposed kitchen in a location designated by Landlord, provided that all such venting equipment must be of a type that does not allow odors to permeate the Building or any common areas thereof, including, without limitation the rooftop of the Building.

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38. Subsection 31N of the Lease is deleted in its entirety and replaced with the following,

“Tenant shall have the right to use the fire stairwells adjacent to the Existing Premises and Additional Premises (and between the Existing Premises and Additional Premises) as internal circulation stairs subject to any applicable Legal Requirements. Tenant may make code-compliant security and aesthetic Alterations within the fire stairwells with Landlord’s prior review and approval, and otherwise subject to the provisions of Article 4 of this Lease. Tenant may install, at its own expense, a card access system to each floor of the Premises, in accordance with the applicable provisions of this Lease and applicable Legal Requirements.”

39. Tenant represents and warrants that Tenant has dealt directly with (and only with), RFR Realty LLC and Cushman & Wakefield, Inc. as broker in connection with this First Amendment, and that insofar as Tenant knows no other broker negotiated this First Amendment or is entitled to any commission in connection therewith, and the execution and delivery of this First Amendment by Landlord shall be conclusive evidence that Landlord has relied upon the foregoing representation and warranty. Landlord represents and warrants that Landlord has dealt directly with (and only with), RFR Realty LLC and Cushman & Wakefield, Inc. as broker in connection with this First Amendment, and that insofar as Landlord knows no other broker negotiated this First Amendment or is entitled to any commission in connection therewith. Landlord shall pay any commission due to RFR Realty LLC and Cushman & Wakefield, Inc. in connection with this First Amendment pursuant to a separate written agreement.

40. Except as specifically set forth in this First Amendment, the Lease and all covenants, agreements, terms and conditions thereof: (a) shall apply equally to the Additional Premises and the remainder of the Premises, (b) remain in full force and effect, and (c) are, in all respects, ratified and confirmed.

41. The covenants, agreements, terms and conditions contained in this First Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and, except as may be otherwise provided in the Lease as hereby supplemented, their respective assigns.

42. This First Amendment may not be changed or terminated orally but only by an agreement in writing signed by the party against which enforcement of any waiver, change, termination, modification or discharge is sought.

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IN WITNESS WHEREOF, Landlord and Tenant have executed this First Amendment of Lease as of the date first above written.

90 FIFTH OWNER LLC, Landlord
By:	/s/ Thomas L. Lavin
	Name: Thomas L. Lavin
	Title: Vice President
URBAN COMPASS, INC., Tenant
By:	/s/ David Snider
	Name: David Snider
	Title: Chief Operating Officer

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EXHIBIT A

FLOOR PLAN OF THE ADDITIONAL PREMISES

THIS IS A SCHEMATIC PLAN AND IS INTENDED ONLY TO SHOW THE PROPOSED GENERAL LAYOUT OF THE ADDITIONAL PREMISES. ALL MEASURES, DISTANCES AND DIMENSIONS ARE APPROXIMATE AND NOT TO SCALE. THE DEPICTIONS HEREON DO NOT CONSTITUTE A WARRANTY OR REPRESENTATION OF ANY KIND.

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905th Avenue Open Layout AJ Camhi 212509-777 acamhi@rfr.com Oliver Katcher 212883-0526okatcher@rfr.com

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

905th Avenue Open Layout AJ Camhi 212 509-7777 acamhi@rfr.com Oliver Katcher 212 883-0526 okatcher@rfr.com

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

EXHIBIT B

LANDLORD’S WORK

Except as otherwise specifically provided herein, Landlord, at its expense, and in accordance with all Legal Requirements, shall build the Existing Premises (“Landlord’s Work”) and the Additional Premises (the “Landlord’s Additional Premises Work”) in accordance with plans and specifications (the “Plans”) to be prepared by Landlord’s architect and approved by Tenant, as set forth herein.

On or before the tenth (10^th) business day following the date of the Lease, Tenant, its architect and its other representatives shall furnish Landlord with any information necessary to enable Landlord to prepare the Plans for Landlord’s Work and to prepare an estimate of the cost of the work depicted in the Plans (the “Plans Based Estimate”). Landlord shall submit the Plans and the Plans Based Estimate for Landlord’s Work for Tenant’s approval, which submission shall include a notice stating in bold, capital letters, “PLEASE BE ADVISED THAT, PURSUANT TO SCHEDULE B OF THE LEASE, TENANT MUST DELIVER ANY OBJECTIONS TO THE ENCLOSED PLANS AND PLANS BASED ESTIMATE WITHIN SEVEN (7) BUSINESS DAYS. TENANT’S FAILURE TO RESPOND TO THE ENCLOSED PLANS AND PLANS BASED ESTIMATE WITHIN SUCH SEVEN (7) BUSINESS DAY PERIOD SHALL BE DEEMED TO BE A TENANT DELAY.”. Landlord shall identify in the Plans for Landlord’s Work, any items of Landlord’s Work that would cost materially more than ordinary office installations to remove (such as raised floors, vaults, internal staircases, pneumatic tubes and vertical and horizontal transportation systems), that Landlord may require Tenant to remove from the Premises at the end of the Term pursuant to the provisions of Subsection 4H of the Lease (“Specialty Work Items”). Tenant shall approve or disapprove the Plans and Plans Based Estimate for Landlord’s Work within seven (7) business days after Landlord’s submission of the same to Tenant. If Tenant shall object to or request revisions to any part of the Plans or the Plans Based Estimate for Landlord’s Work, such objections and revisions shall be made in writing (a “Tenant Objection Notice”) and given to Landlord during the aforementioned seven (7) business day period. Tenant’s failure to respond to the Plans and Plans Based Estimate for Landlord’s Work within such seven (7) business day period shall be deemed to be a Tenant Delay. Tenant’s objections and/or revisions shall be described in any Tenant Objection Notice in sufficient detail to enable Landlord to modify such Plans or the Plans Based Estimate for Landlord’s Work in order to make them acceptable to Tenant. Landlord shall promptly modify the Plans and the Plans Based Estimate for Landlord’s Work to reflect Tenant’s objections and revisions and submit such revised Plans and Plans Based Estimate for Landlord’s Work to Tenant with a notice stating in bold, capital letters, “PLEASE BE ADVISED THAT, PURSUANT TO SCHEDULE B OF THE LEASE, TENANT MUST DELIVER ANY OBJECTIONS TO THE ENCLOSED PLANS AND PLANS BASED ESTIMATE WITHIN FIVE (5) BUSINESS DAYS. TENANT’S FAILURE TO RESPOND TO THE ENCLOSED PLANS AND PLANS BASED ESTIMATE WITHIN SUCH FIVE (5) BUSINESS DAY PERIOD SHALL BE DEEMED TO BEA TENANT DELAY.”. Tenant shall respond to such revised Plans and the revised Plans Based Estimate for Landlord’s Work within five (5) business days of Tenant’s receipt thereof. In the event that Tenant submits a Tenant Objection Notice with respect to the revised Plans and/or Plans Based Estimate for Landlord’s Work after the five (5) business day period described in the preceding sentence, such delay shall be deemed to be a Tenant Delay (as hereinafter defined).

On or before the tenth (10^th) business day following the date of the First Amendment, Tenant, its architect and its other representatives shall furnish Landlord with any information necessary to enable Landlord to prepare the Plans for Landlord’s Additional Premises Work and to prepare the Plans Based Estimate for Landlord’s Additional Premises Work. Landlord shall submit the Plans and the Plans Based Estimate for Landlord’s Additional Premises Work for Tenant’s approval, which submission shall include

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a notice stating in bold, capital letters, “PLEASE BE ADVISED THAT, PURSUANT TO EXHIBIT B OF THE FIRST AMENDMENT, TENANT MUST DELIVER ANY OBJECTIONS TO THE ENCLOSED PLANS AND PLANS BASED ESTIMATE WITHIN SEVEN (7) BUSINESS DAYS. TENANT’S FAILURE TO RESPOND TO THE ENCLOSED PLANS AND PLANS BASED ESTIMATE WITHIN SUCH SEVEN (7) BUSINESS DAY PERIOD SHALL BE DEEMED TO BE A TENANT DELAY.”. Landlord shall identify in the Plans for Landlord’s Additional Premises Work, any items of Landlord’s Additional Premises Work that are Specialty Work Items. Tenant shall approve or disapprove the Plans and Plans Based Estimate for Landlord’s Additional Premises Work within seven (7) business days after Landlord’s submission of the same to Tenant. If Tenant shall object to or request revisions to any part of the Plans or the Plans Based Estimate for Landlord’s Additional Premises Work, Tenant shall deliver a Tenant Objection Notice to Landlord during the aforementioned seven (7) business day period. Tenant’s failure to respond to the Plans and Plans Based Estimate for Landlord’s Additional Premises Work within such seven (7) business day period shall be deemed to be a Tenant Delay. Tenant’s objections and/or revisions shall be described in any Tenant Objection Notice in sufficient detail to enable Landlord to modify such Plans or the Plans Based Estimate for Landlord’s Additional Premises Work in order to make them acceptable to Tenant. Landlord shall promptly modify the Plans and the Plans Based Estimate for Landlord’s Additional Premises Work to reflect Tenant’s objections and revisions and submit such revised Plans and Plans Based Estimate for Landlord’s Additional Premises Work to Tenant with a notice stating in bold, capital letters, “PLEASE BE ADVISED THAT, PURSUANT TO EXHIBIT B OF THE FIRST AMENDMENT, TENANT MUST DELIVER ANY OBJECTIONS TO THE ENCLOSED PLANS AND PLANS BASED ESTIMATE WITHIN FIVE (5) BUSINESS DAYS. TENANT’S FAILURE TO RESPOND TO THE ENCLOSED PLANS AND PLANS BASED ESTIMATE WITHIN SUCH FIVE (5) BUSINESS DAY PERIOD SHALL BE DEEMED TO BEA TENANT DELAY.”. Tenant shall respond to such revised Plans and the revised Plans Based Estimate for Landlord’s Additional Premises Work within five (5) business days of Tenant’s receipt thereof. In the event that Tenant submits a Tenant Objection Notice with respect to the revised Plans and/or Plans Based Estimate for Landlord’s Additional Premises Work after the five (5) business day period described in the preceding sentence, such delay shall be deemed to be a Tenant Delay (as hereinafter defined).

Landlord shall obtain no less than three (3) general contractor bids for Landlord’s Work and for Landlord’s Additional Premises Work from general contractors selected by Landlord. Landlord shall disclose the bids to Tenant promptly after Landlord’s receipt thereof.

Notwithstanding anything to the contrary contained in this Schedule B, Tenant acknowledges that Landlord shall not be obligated to incur costs in excess of $3,276,520.00 in connection with Landlord’s Work, Landlord’s Additional Premises Work, or the Additional Work (as hereinafter defined)) (the “Landlord’s Work Cap”), including the cost of preparing the Plans, Additional Work Plans (as hereinafter defined), Plans Based Estimate and Post-Plans Based Estimate (as hereinafter defined). No more than fifteen (15%) percent of the Landlord’s Work Cap shall be applied to architectural and engineering fees (collectively, “Soft Costs”) associated with Landlord’s Work and Landlord’s Additional Premises Work (the “Soft Cost Cap”). Landlord acknowledges that no freight elevator fees, supervisory fees or other fees that would ordinarily be charged to Tenant in connection with a Tenant Alteration, will be charged in connection with the Base Building Work or the Additional Premises Base Building Work, or added to the expenses incurred by Landlord (or otherwise charged to Tenant), as part of Landlord’s Work costs or Landlord’s Additional Premises Work costs. Furthermore, neither the Base Building Work described in Schedule C attached to the Lease, nor the Additional Premises Base Building Work described on Exhibit C of the First Amendment, shall be deemed to be part of Landlord’s Work or Landlord’s Additional Premises Work hereunder. Notwithstanding anything herein to the contrary, in no event shall Tenant be required to pay any amount with respect to the Landlord’s Work (including Additional Work) or Landlord’s Additional Premises Work (including Additional Work in the Additional Premises) in excess of the amount, if any, by which the actual, third-party, out of pocket cost thereof is in excess of the Landlord’s Work Cap, or the Soft

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Pursuant to 17 C.F.R. Section 200.83

Costs thereof are in excess of the Soft Cost Cap. Any excess funds paid by Tenant shall be promptly refunded to Tenant. In the event that Tenant has not paid to Landlord the full amount of Landlord’s actual, out-of-pocket costs incurred in connection with Landlord’s Work, Landlord’s Additional Premises Work, or any Additional Work, in excess of Landlord’s Work Cap or the Soft Cost Cap based on the Plans Based Estimate or Post-Plans Based Estimate (as hereinafter defined), Tenant shall pay any amounts due to Landlord: (i) in connection with Landlord’s Work or any Additional Work relating to the Existing Premises within ten (10) business days after substantial completion of Landlord’s Work and any Additional Work relating to the Existing Premises; and (ii) in connection with Landlord’s Additional Premises Work or any Additional Work relating to the Additional Premises within ten (10) business days after substantial completion of Landlord’s Additional Premises Work and any Additional Work relating to the Additional Premises. Tenant acknowledges that at least $630,100.00 of Landlord’s Work Cap must be allocated to each of the third (3rd), fourth (4^th), fifth (5^th) and sixth (6^th) floors of the Premises.

In the event that the final Plans Based Estimates for Landlord’s Work and Landlord’s Additional Premises Work reflects that the cost of Landlord’s Work and Landlord’s Additional Premises Work will exceed the Landlord’s Work Cap or that the Soft Costs of Landlord’s Work and Landlord’s Additional Premises Work will exceed the Soft Cost Cap (each, a “Plan Work Cost Overrun”), and the total Plan Work Cost Overrun is less than $1,008,160.00 (the “Overrun Cap”), Tenant shall pay to Landlord, as Additional Rent: (i) fifty (50%) percent of the Plan Work Cost Overruns within five (5) business days after Landlord’s request therefor, and in any event, before Landlord commences Landlord’s Work (or Landlord’s Additional Premises Work, if the Plan Work Cost Overrun occurs in connection with Landlord’s Additional Premises Work) and (ii) fifty (50%) percent of the Plan Work Cost Overruns within ten (10) business days after substantial completion of Landlord’s Work (or Landlord’s Additional Premises Work, if the Plan Work Cost Overrun occurs in connection with Landlord’s Additional Premises Work). If the total Plan Work Cost Overruns exceed the Overrun Cap, Tenant shall pay to Landlord as Additional Rent: (a) an amount equal to: (x) fifty (50%) percent of the total Plan Work Cost Overrun up to the Overrun Cap, plus (y) one hundred (100%) percent of the difference between the total amount of the Plan Work Cost Overrun and the Overrun Cap within five (5) business days after Landlord’s request therefor, and in any event, before Landlord commences Landlord’s Work (or Landlord’s Additional Premises Work, in the event that the Plan Work Cost Overruns occur in connection with Landlord’s Additional Premises Work) and (b) the remaining amount of the Plan Work Cost Overrun within ten (10) business days after substantial completion of Landlord’s Work (or Landlord’s Additional Premises Work (if any amounts remain due), in the event that the Plan Work Cost Overruns occur in connection with Landlord’s Additional Premises Work). For example, if after the Plans Based Estimate for Landlord’s Work is prepared, the total amount of the Plan Work Cost Overruns (for Landlord’s Work) are $1,200,000.00, Tenant would pay to Landlord an amount equal to $695,920.00 prior to the commencement of Landlord’s Work within five (5) business days of Tenant’s receipt of an invoice from Landlord, and the remainder of any Work Cost Overruns in connection with Landlord’s Work within ten (10) business days after Landlord’s Work is substantially complete. If after the Plans Based Estimate for Landlord’s Additional Premises Work is prepared, the total amount of the Plan Work Cost Overruns (for Landlord’s Work and Landlord’s Additional Premises Work) increase to $1,300,000.00, Tenant would pay to Landlord an amount equal to $100,000.00 prior to the commencement of Landlord’s Additional Premises Work within five (5) business days of Tenant’s receipt of an invoice from Landlord, and any balance for Plan Work Cost Overruns in connection with Landlord’s Additional Premises Work would be due within ten (10) business days after Landlord’s Additional Premises Work is substantially complete.

In the event that Tenant requests that Landlord perform additional work in the Premises or the Additional Premises beyond that depicted in the Plans and the Plans Based Estimate for the Existing Premises or the Additional Premises, or Tenant requests that Landlord substitute any previously approved item or quantity of work reflected in the Plans and the Plans Based Estimate for Landlord’s Work or Landlord’s Additional Premises Work (any of the foregoing being referred to as “Additional Work”), Landlord shall prepare the plans for such Additional Work (the “Additional Work Plans”) at Tenant’s expense.

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

Based upon the Additional Work Plans, Landlord shall estimate reasonably the cost of the Additional Work depicted thereon (the “Post-Plans Based Estimate”) and advise Tenant thereof. If Tenant fails to withdraw its request for such Additional Work within seven (7) days of Tenant’s receipt of the Post-Plans Based Estimate for Landlord’s Work or Landlord’s Additional Premises Work, Tenant shall be deemed to have approved such Additional Work and Post-Plans Based Estimate thereof. If the cost of the Additional Work causes the total cost of Landlord’s Work and Landlord’s Additional Premises Work to exceed the Landlord’s Work Cap (the “Additional Work Cost Overruns”, and together with the Plan Work Cost Overruns, the “Work Cost Overruns”), to the extent that the Additional Work Cost Overruns do not cause the total Work Cost Overruns to exceed the Overrun Cap, Tenant shall pay to Landlord, as Additional Rent: (i) fifty (50%) percent of the total amount of the Additional Work Cost Overruns within seven (7) days of Tenant’s receipt of the Post-Plans Based Estimate for Landlord’s Work or Landlord’s Additional Premises Work, as applicable, and (ii) fifty (50%) percent of the total amount of the Additional Work Cost Overruns within ten (10) business days of the date that the Landlord’s Work, or Landlord’s Additional Premises Work (if the Additional Work relates to the Additional Premises) is substantially completed. In the event that the Additional Work causes the total Work Cost Overruns to exceed the Overrun Cap, Tenant shall pay to Landlord as Additional Rent: (a) an amount equal to: (x) fifty (50%) percent of the Work Cost Overruns up to the Overrun Cap, plus (y) one hundred (100%) percent of the difference between the total amount of the Work Cost Overruns and the Overrun Cap, less any amounts previously paid with respect to Work Cost Overruns, within seven (7) days after Tenant’s receipt of the Post-Plans Based Estimate for Landlord’s Work or Landlord’s Additional Premises Work, as applicable, and in any event, before Landlord commences the Additional Work and (b) the remaining amount of the Additional Work Cost Overruns within ten (10) business days after substantial completion of Landlord’s Work or Landlord’s Additional Premises Work, as applicable.

For example, if the Plan Work Cost Overrun is $1,000,000.00 for Landlord’s Work, Tenant will pay to Landlord, prior to the commencement of Landlord’s Work, within five (5) business days of Tenant’s receipt of an invoice from Landlord, an amount equal to $500,000.00. If Tenant requests Additional Work relating to the Existing Premises that results in an Additional Work Cost Overrun of $100,000.00 (increasing the total Work Cost Overrun to $1,100,000.00 for Landlord’s Work), Tenant will be required to pay to Landlord, within seven (7) days of Tenant’s receipt of the Post-Plans Based Estimate for Landlord’s Work and before Landlord commences the Additional Work in the Existing Premises, an amount equal to $95,920.00 (50% of the Work Cost Overrun up to the Overrun Cap, plus the difference between the total Work Cost Overruns and the Overrun Cap, less the amount previously paid by Tenant in connection with Work Cost Overruns). Tenant would be required to pay the remainder of the Work Cost Overruns for the Existing Premises within ten (10) business days after substantial completion of Landlord’s Work. If then, the Plans Based Estimate for Landlord’s Additional Premises Work shows an additional Work Cost Overrun in the amount of $100,000.00 (increasing the Work Cost Overrun to $1,200,000.00 for Landlord’s Work, Additional Work for the Existing Premises and Landlord’s Additional Premises Work), Tenant will be required to pay to Landlord, within seven (7) days of Tenant’s receipt of the Plans Based Estimate for Landlord’s Additional Premises Work, an amount equal to $100,000.00 (50% of the total Work Cost Overrrun up to the Overrun Cap, plus the difference between the total Work Cost Overruns and the Overrun Cap, less the amount previously paid by Tenant in connection with Work Cost Overruns), and any balance of the Work Cost Overruns would be due from Tenant within ten (10) business days after substantial completion of Landlord’s Additional Premises Work.

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

If in Landlord’s commercially reasonable judgment, any items of Landlord’s Work, Landlord’s Additional Premises Work or any Additional Work shall involve Long Lead Work (as hereinafter defined), then Landlord may require Tenant to agree on a fixed Commencement Date of this Lease, or a fixed Additional Premises Commencement Date, as applicable (allowing a reasonable time for the performance of Landlord’s Work and/or Landlord’s Additional Premises Work, as applicable, in absence of the necessity of performing the Long Lead Work). If the parties cannot agree upon a fixed Commencement Date or Additional Premises Commencement Date, as applicable, then Landlord shall have the right to decline to perform such Long Lead Work, and Tenant shall be responsible for the performance thereof (subject to the terms of this Lease) after the completion of Landlord’s Work or Landlord’s Additional Premises Work, as applicable, and any other (non-objected to by Landlord) Additional Work.

David Snider shall be deemed to be the agent of Tenant who is duly authorized to bind and act for Tenant in all respects with respect to Landlord’s Work, Landlord’s Additional Premises Work and any Additional Work.

All submissions and notices with respect to the Plans, Plans Based Estimates, Post-Plans Based Estimates, Landlord’s Work, Landlord’s Additional Premises Work or Additional Work, shall be given in accordance with the provisions of Article 25 of this Lease.

Landlord shall assign to Tenant any rights that Landlord has under any manufacturer or supplier warranties obtained by Landlord in connection with Landlord’s Work and Landlord’s Additional Premises Work, to the extent that the same are assignable. To the extent that such warranties are not assignable, Landlord shall reasonably cooperate with Tenant to facilitate Tenant obtaining the benefit of any such warranties.

For purposes of establishing the Commencement Date of the Lease or the Additional Premises Commencement Date, as applicable, Landlord’s Work or Landlord’s Additional Premises Work, as applicable, shall be deemed to have been substantially completed on, and the date of substantial completion of Landlord’s Work or Landlord’s Additional Premises Work shall be, the earlier of (1) the date on which Landlord’s Work or Landlord’s Additional Premises Work (as applicable) has been completed substantially in accordance with the applicable Plans and Additional Work Plans (if any), or would have been completed but for any Tenant Delay, it being agreed that the substantial completion of Landlord’s Work or Landlord’s Additional Premises Work (as applicable) shall be deemed to have occurred notwithstanding the fact that (A) minor details, balancing or adjustments may not then have been completed, provided that such incomplete work shall not materially interfere with Tenant’s use of the Existing Premises or Additional Premises (as applicable), (B) any Long Lead Work remains to be performed, or (C) any work which, in accordance with good construction scheduling practice, must be sequenced to follow completion of any Long Lead Work or any Alterations to be performed by Tenant, remains to be performed, and (2) the date on which Tenant takes occupancy of any portion of the Existing Premises (with respect to the Commencement Date) or the Additional Premises (with respect to the Additional Premises Commencement Date) for the conduct of its business. Notwithstanding the foregoing, the establishment of a Commencement Date that is earlier than the date that Landlord’s Work is actually substantially completed, or a Additional Premises Commencement Date that is earlier than the date that Landlord’s Additional Premises Work is actually substantially completed shall not relieve Landlord of its obligation to substantially complete Landlord’s Work, or Landlord’s Additional Premises Work, as applicable. The term “Long Lead Work” shall mean any item which is not a stock item and must be specially manufactured, fabricated or installed, or is not part of a customary office installation (such as kitchen equipment) to the extent that such installation is reasonably anticipated to cause an actual delay in the substantial completion of Landlord’s Work or Landlord’s Additional Premises Work, or is of such an unusual, delicate or fragile nature that there is a substantial risk that (i) there will be a delay in its manufacture, fabrication, delivery or installation, or (ii) after delivery, such item will need to be reshipped or redelivered or repaired, so that in Landlord’s reasonable judgment, such item will delay the substantial completion of Landlord’s Work, or Landlord’s Additional Premises Work, as applicable, beyond the date on which Landlord’s Work or Landlord’s Additional Premises Work, as applicable, would have otherwise been substantially completed.

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Pursuant to 17 C.F.R. Section 200.83

In addition, Long Lead Work shall include any item which in accordance with good construction practice should be completed after the completion of any item of work in the nature of the items described in the immediately preceding sentence. Landlord shall notify Tenant if any item in the Plans or Additional Work Plans constitutes Long Lead Work at the time that the Plans or Additional Work Plans are submitted to Tenant for review, to the extent that any delays are then known to Landlord, or otherwise, promptly after Landlord obtains actual knowledge of a potential delay. If Landlord obtains actual knowledge of Long Lead Work after the Plans or Additional Work Plans are approved, at the time that Landlord notifies Tenant of such Long Lead Work, Landlord shall, to the extent reasonably possible, suggest substitutions or alternatives to the Long Lead Work item, that would not cause a delay in Landlord’s Work or Landlord’s Additional Premises Work (or that would minimize such delay). The term “Tenant Delay” shall mean any actual delay that Landlord encounters in commencing or performing Landlord’s Work or Landlord’s Additional Premises Work (or any portion thereof) or in the preparation of the Plans or Plans Based Estimate or Additional Work Plans or Post-Plans Based Estimate by reason of any failure by Tenant to comply with the provisions of this Schedule B, any Additional Work, changes to Landlord’s Work or Landlord’s Additional Premises Work requested by Tenant after the Plans are finally approved, or similar act, neglect, failure or omission by Tenant, its agents, servants, employees, contractors or subcontractors. Landlord shall promptly notify Tenant after Landlord has actual knowledge of a Tenant Delay, which notice shall state in reasonable detail the basis of such Tenant Delay (a “Tenant Delay Notice”). In the event that Landlord fails to deliver to Tenant a Tenant Delay Notice within five (5) business days of the occurrence thereof (which notice may be by e-mail to                ), Landlord shall be barred from later claiming that such Tenant act or omission constituted a Tenant Delay. Any period of a Tenant Delay shall not exceed the time period that Landlord was actually delayed as a result of such Tenant Delay and any simultaneous Tenant Delays shall be deemed to run concurrently (rather than consecutively) and shall not be “double counted”. In the event that the Commencement Date or Additional Premises Commencement Date is accelerated due to a Tenant Delay or Long Lead Work, Landlord shall continue to work diligently to complete Landlord’s Work or Landlord’s Additional Premises Work (as applicable) and the Base Building Work or Additional Premises Base Building Work (as applicable). If Landlord’s Work and the Base Building Work are not substantially completed within the period of the Tenant Delay or delay caused by Long Lead Work, the Minimum Rent Abatement Period shall be deemed to be extended on a day for day basis for each day that Landlord’s Work and the Base Building Work has not been substantially completed after the period of the Tenant Delay or Long Lead Work delay has expired. Similarly, if Landlord’s Additional Premises Work and the Additional Premises Base Building Work is not substantially completed within the period of the Tenant Delay or delay caused by Long Lead Work, the Additional Premises Minimum Rent Abatement Period shall be deemed to be extended on a day for day basis for each day that Landlord’s Additional Premises Work and the Additional Premises Base Building Work has not been substantially completed after the period of the Tenant Delay or Long Lead Work delay has expired. For example, if Landlord and Tenant agree that substantial completion of Landlord’s Work has been delayed for thirty (30) days due to Tenant Delay or Long Lead Work, and accordingly, agree to a Commencement Date of November 1^st, if Landlord’s Work is not substantially completed by December 1^st, Tenant shall receive a day for day extension of the Minimum Rent Abatement Period for each day from and after December 1^st that Landlord’s Work is not substantially completed.

In the event of any dispute in connection with Landlord’s Work or Landlord’s Additional Premises Work, including, without limitation, whether a Tenant Delay has occurred or whether Landlord’s Work or Landlord’s Additional Premises Work has been substantially completed, either Landlord or Tenant may refer the matter to Andrew VanderVeen at VanderVeen Associates (the “Consultant”). The party that refers the matter to the Consultant must give simultaneous notice to the other party regarding the same (the “Dispute Notice”). The parties shall meet with a representative of the Consultant within five (5) business days of the date of the Dispute Notice to present its case to the Consultant’s representative. The decision of the Consultant’s representative shall be rendered within five (5) business days of such meeting, and shall be final and binding on both of the parties. Landlord and Tenant shall share equally the Consultant’s fees in connection with resolving any such dispute. The foregoing procedure is referred to herein as the “Work Dispute Resolution Procedure”.

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

EXHIBIT C

ADDITIONAL PREMISES BASE BUILDING WORK

Landlord shall, at its expense, perform the following work and installations in the Additional Premises prior to the Additional Premises Commencement Date:

• The fan coil units will be delivered in good working condition.

• Landlord shall make available a reasonable number of connection points and tie-ins to connect the Additional Premises to the Building’s Class-E fire system.

• Windows will be delivered in good working order.

• Drywall the perimeter and the core walls up to the ceiling.

• Encase the existing columns with sheetrock.

• Patch the ceiling.

• Install a submeter or submeters to measure Tenant’s electrical consumption in the Additional Premises.

• Deliver to Tenant Landlord’s ACP-5 for the Additional Premises for Tenant’s records.

• Any Hazardous Substances existing in the Additional Premises as of the date hereof shall be removed or otherwise remediated in accordance with applicable Legal Requirements;

• Build men’s and women’s bathrooms on the fifth (5^th) and sixth (6^th) floors of the Building that are substantially similar in design and materials to the men’s and women’s bathrooms on the third (3^rd) floor of the Building, except that no medicine cabinets will be installed in the fifth (5^th) or sixth (6^th) floor bathrooms.

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

EXHIBIT D

TENANT’S LOBBY BLOCK SIGN LOCATION

THE ATTACHED RENDERING IS A CONCEPTUAL RENDERING INTENDED TO SHOW ONLY THE APPROXIMATE LOCATION AND APPROXIMATE PROPORTIONAL SIZE OF TENANT’S LOBBY BLOCK SIGN IN THE LOBBY DESK. ALL MEASURES, DISTANCES AND DIMENSIONS ARE APPROXIMATE AND NOT TO SCALE.

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

URBAN COMPASS Company A Company B Company C Company D

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

EXHIBIT E

TENANT’S NAME AND LOGO

(See attached.)

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

URBAN COMPASS Company A Company B Company C Company D

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

SECOND AMENDMENT OF LEASE

SECOND AMENDMENT OF LEASE (this “Second Amendment”) made as of this 9^th day of April, 2015, by and between 90 FIFTH OWNER LLC, having an office c/o RFR Realty LLC, 390 Park Avenue, New York, New York 10022 (“Landlord”), and URBAN COMPASS, INC., having an office at 90 Fifth Avenue, New York, New York 10011 (“Tenant”).

W I T N E S S E T H :

WHEREAS, Landlord and Tenant have previously entered into a Lease, dated as of July 23, 2014 (the “Original Lease”), which Original Lease was amended by First Amendment of Lease dated as of October 6, 2014 (the “First Amendment” and together with the Original Lease, the “Lease”) pursuant to which Landlord leased to Tenant and Tenant did hire from Landlord the entire 3^rd, 4^th, 5^th and 6^th floors (the “Current Premises”), as more particularly described in the Lease, in the building known as 90 Fifth Avenue, New York, New York (the “Building”), upon and subject to all of the terms, covenants and conditions as are more particularly described in the Lease;

WHEREAS, Landlord wishes to lease to Tenant and Tenant wishes to lease from Landlord the entire seventh (7^th) floor (the “7^th Floor Premises”) of the Building, in addition to the Current Premises; and

WHEREAS, the parties hereto desire to modify and amend the Lease in certain respects as provided herein.

NOW, THEREFORE, in consideration of these premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:

1. All terms not otherwise defined herein shall have the meanings assigned to them in the Lease.

2. The definition of “Premises” in Section IIIA of the Lease Information Summary (as revised by Section 2 of the First Amendment) is hereby deleted and replaced with the following, “The entire third (3^rd) fourth (4^th), fifth (5^th), sixth (6^th) and seventh (7^th) floors of the Building, as shown cross-hatched on Exhibit 1 annexed hereto and made a part hereof.”

3. (a) The Term of the Lease with respect to the 7^th Floor Premises shall commence on the date that: (i) this Second Amendment is fully executed and delivered to Tenant, and (ii) Landlord delivers the 7^th Floor Premises to Tenant in broom clean condition, vacant, and free of all tenancies and occupancies (the “7^th Floor Commencement Date”).

(b) Tenant agrees to accept possession of the 7^th Floor Premises in the condition which shall exist on the 7^th Floor Commencement Date “as is” subject to the completion of Landlord’s 7^th Floor Work (as defined in Exhibit B attached hereto), and further agrees that Landlord shall have no obligation to perform any work or make any installations in order to prepare the 7^th Floor Premises for Tenant’s occupancy, other than the performance of Landlord’s 7^th Floor Work. The taking of possession of the 7^th Floor Premises by Tenant shall be presumptive evidence as against Tenant that, at the time such possession was so taken, the 7^th Floor Premises were in good and satisfactory condition, subject to the completion of Landlord’s 7^th Floor Work. Notwithstanding the foregoing, Tenant shall have the right to give Landlord notice of any latent defects in Landlord’s 7^th Floor Work which defects were not (or would not have been) discernible after diligent examination of the 7^th Floor Premises, provided that such defects are not caused

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

by any Tenant Party, for a period of one hundred eighty (180) days after the date that Landlord’s 7^th Floor Work is actually substantially completed, TIME OF THE ESSENCE. Landlord shall complete or repair any such items promptly, but any such items shall not affect the 7^th Floor Minimum Rent Commencement Date. Tenant further acknowledges that Landlord shall perform Landlord’s 7^th Floor Work in the 7^th Floor Premises after the 7^th Floor Commencement Date, and accordingly, Tenant shall provide to Landlord and its agents, employees and contractors, access to the 7^th Floor Premises at all times for the purpose of performing (or preparing to perform), Landlord’s 7^th Floor Work, and shall not interfere with the performance of such work at any time. Any interference by Tenant or any Tenant Party with Landlord’s, or its agents’, employees’ or contractors’ performance of Landlord’s 7^th Floor Work shall be a Tenant Delay hereunder.

4. The Term of the Lease with respect to the 7^th Floor Premises and the Current Premises shall expire on May 31, 2025. The Additional Premises Commencement Date and the Term with respect to the 5^th and 6^th Floors shall not be affected by this Second Amendment.

5. The references to the “Commencement Date” in the following provisions of the Lease shall be deemed to refer to the “7^th Floor Commencement Date” with respect to the 7^th Floor Premises only: Subsections 1A, 2A, 7C, 10A, 15A(iv), 26B(ii) and 26H(i), and Article 30. Except as specifically set forth herein, the term “Commencement Date” as used in the Lease shall be deemed to refer to the Commencement Date for the Existing Premises (as defined in the First Amendment) and the Additional Premises Commencement Date shall be deemed to refer to the commencement date of the Lease with respect to the Additional Premises, as provided in Section 5 of the First Amendment.

6. Subsection 1B of the Lease shall not apply to the 7^th Floor Premises.

7. Notwithstanding anything contained herein to the contrary, in the event that the 7^th Floor Substantial Completion Date (as defined in, and as the same may be adjusted pursuant to, Exhibit B attached hereto) does not occur on or before the date that is one (1) year after Landlord obtains permits for Landlord’s 7^th Floor Work (the “7^th Floor Permit Date”), Tenant shall have the option to terminate this Lease with respect to the 7^th Floor Premises only, upon thirty (30) days’ written notice to Landlord; provided, however, that in the event that the 7^th Floor Substantial Completion Date occurs within such thirty (30) day period, Tenant’s termination of this Lease with respect to the 7^th Floor Premises shall be null and void. If this Lease is terminated with respect to the 7^th Floor Premises pursuant to the provisions of this Section 7, neither party shall have any further obligations to the other hereunder with respect to the 7^th Floor Premises, except for those that expressly survive the expiration or earlier termination of this Lease, and Landlord shall return to Tenant, within thirty (30) days after the termination of the Lease with respect to the 7^th Floor Premises, any prepaid Minimum Rent with respect to the 7^th Floor Premises, the Additional Security (as defined in Section 15 below). Landlord agrees that Landlord shall file applications for permits for Landlord’s 7^th Floor Work promptly after the 7^th Floor Plans and 7^th Floor Plans Based Estimate for Landlord’s 7^th Floor Work are finalized.

8. In the event that the 7^th Floor Substantial Completion Date (as adjusted pursuant to Exhibit B) does not occur by the date that is one hundred fifty (150) days after the last to occur of: (i) the 7^th Floor Permit Date; and (ii) the date that Tenant finally approves both the 7^th Floor Plans (as defined in Exhibit B attached hereto) and the 7^th Floor Plans Based Estimate (as defined in Exhibit B attached hereto) (the “7^th Floor Substantial Completion Outside Date”), the 7^th Floor Minimum Rent Commencement Date shall be adjourned one day for each day after the 7^th Floor Substantial Completion Outside Date that the 7^th Floor Substantial Completion Date has not occurred.

9. Exhibit 1 of the Lease shall be supplemented by adding the floor plans attached to this Second Amendment as Exhibit A, at the end of Exhibit 1.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

10. The Minimum Rent for the 7^th Floor Premises only shall be:

(a) One Million Twenty Thousand Seven Hundred Sixty Two and 00/100 ($1,020,762.00) Dollars per annum ($85,063.50 per month) for the period commencing on the 7^th Floor Commencement Date through the day immediately preceding the fifth (5^th) anniversary of the 7^th Floor Minimum Rent Commencement Date (as hereinafter defined); and

(b) One Million Eighty Three Thousand Seven Hundred Seventy Two and 00/100 ($1,083,772.00) Dollars per annum ($90,314.33 per month) for the period commencing on the fifth (5^th) anniversary of the 7^th Floor Minimum Rent Commencement Date through and including the Expiration Date.

11. Tenant shall pay the first monthly installment of Minimum Rent with respect to the 7^th Floor Premises simultaneously with Tenant’s execution of this Second Amendment and delivery of the same to Landlord. Such amounts shall be applied to the first payment of Minimum Rent due for the 7^th Floor Premises after the expiration of the 7^th Floor Minimum Rent Abatement Period.

12. For the avoidance of doubt, except as expressly modified by the First Amendment and this Second Amendment, all items of Additional Rent described in the Original Lease, including, without limitation, the escalations described in Article 3 of the Original Lease, the condenser water charges described in Subsection 26B(iv) of the Original Lease, and the electric charges described in Subsection 26H(i) of the Original Lease, shall apply to the 7^th Floor Premises, as well as the Current Premises. Landlord acknowledges that Tenant shall not be responsible for paying the escalations described in Article 3 of the Original Lease, condenser water charges described in Subsection 26B(iv) of the Original Lease or the electric charges described in Subsection 26H(i) of the Original Lease with respect to the 7^th Floor Premises, until the 7^th Floor Substantial Completion Date (unless Tenant operates the Supplemental Units in the 7^th Floor Premises prior to such date).

13. Notwithstanding anything herein to the contrary, provided that Tenant is not in default under the Lease (as amended) beyond the expiration of any applicable grace, notice and/or cure period, Tenant shall be entitled to a credit against the Minimum Rent due for the 7^th Floor Premises from the 7^th Floor Commencement Date through December 31, 2015 (the “7^th Floor Minimum Rent Abatement Period”). January 1, 2016 is referred to herein as the “7^th Floor Minimum Rent Commencement Date”.

14. As of the 7^th Floor Substantial Completion Date, Subsection V.D. of the Lease Information Summary (as previously amended by Section 14 of the First Amendment) shall be deleted and replaced with the following, “Tenant’s Proportionate Share: 48.469%.”

15. Subsection V.G. of the Lease Information Summary is deleted and replaced with the following, “Security Deposit: $4,763,556.00”. Within thirty (30) days of the date of this Second Amendment, Tenant shall deliver to Landlord an amendment to the Letter of Credit previously delivered to Landlord in connection with the Lease, increasing the amount of the Letter of Credit by $1,020,762.00 (the “Additional Security”) from $3,742,794.00 to $4,763,556.00 (the “Second LC Amendment”). Tenant’s failure to timely deliver the Second LC Amendment to Landlord shall be a default under the Lease.

16. Subsection 4A(i) of the Original Lease, as previously modified by Section 19 of the First Amendment, is further modified to add the phrase “or Landlord’s 7^th Floor Work” at the end of the definition of “Alterations”.

Confidential Treatment Requested by Compass, Inc.

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17. The following phrase shall be added to the last sentence of Subsection 4C of the Original Lease, as the same was previously modified by Section 21 of the First Amendment, “or Landlord’s 7^th Floor Work”.

18. Landlord represents to Tenant that: (a) as of the 7^th Floor Commencement Date, the 7^th Floor Premises shall comply with all Legal Requirements applicable to the then-current condition of the 7^th Floor Premises and (b) as of the date that Landlord’s 7^th Floor Work is completed, the 7^th Floor Premises shall comply with all Legal Requirements in effect as of such date that are applicable to Landlord’s 7^th Floor Work and the use of the 7^th Floor Premises for general and executive offices. The provisions of Subsection 6A of the Lease shall not apply to the 7^th Floor Premises.

19. Subsection 12F(vii) of the Original Lease, as previously modified by Section 23 of the First Amendment, is further amended to substitute the number “ten (10)” for the number “eight (8)”. In no event shall Tenant be permitted to have more than two (2) subtenants per floor of the Premises.

20. Section 24 of the First Amendment is hereby deleted in its entirety. The provisions of Subsection 12I of the Lease shall not apply to any sublease of the 7^th Floor Premises by Tenant for the period from the 7^th Floor Commencement Date through the day immediately preceding the third (3^rd) anniversary of the 7^th Floor Premises Minimum Rent Commencement Date (the “7^th Floor Sublease Period”). To the extent that any sublease of the 7^th Floor Premises by Tenant is for a term exceeding the 7^th Floor Sublease Period, or is for a term occurring after the 7^th Floor Sublease Period, Subsection 12I of the Lease shall apply to any part of the sublease term after the expiration of the 7^th Floor Sublease Period.

21. Intentionally Omitted

22. Landlord shall permit the Tenant to use the freight elevator for up to twenty eight (28) hours (which shall be used in four (4) hour increments) during Overtime Periods, free of charge, for Tenant’s initial move-in to the 7^th Floor Premises.

23. Subsection 28F of the Lease, as modified by Section 29 of the First Amendment, shall be deemed to apply to Landlord’s 7^th Floor Work, as well as Landlord’s Additional Premises Work, the Additional Premises Base Building Work, Landlord’s Work and the Base Building Work and Alterations.

24. Both references to “Landlord’s Work and Landlord’s Additional Premises Work” in clause (b) of Article 30 of the Lease (as modified by Section 30 of the First Amendment) are deleted and replaced with the following, “Landlord’s Work, Landlord’s Additional Premises Work and Landlord’s 7^th Floor Work”.

25. Landlord consents in concept to Tenant’s installation of identifying signage on the 7^th floor of the Building, provided that the same complies with applicable Legal Requirements and is approved by Landlord, in Landlord’s reasonable discretion.

26. Subsection 31N of the Lease (as previously modified by Section 38 of the First Amendment) is deleted in its entirety and replaced with the following,

“Tenant shall have the right to use the fire stairwells adjacent to the Current Premises and the 7^th Floor Premises (and between the Current Premises and the 7^th Floor Premises) as internal circulation stairs subject to any applicable Legal Requirements. Tenant may make code-compliant security and aesthetic Alterations within the fire stairwells with Landlord’s prior review and approval, and otherwise subject to the provisions of Article 4 of this Lease. Tenant may install, at its own expense, a card access system to each floor of the Premises, in accordance with the applicable provisions of this Lease and applicable Legal Requirements.”

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27. Nothing contained in this Second Amendment shall be deemed to increase Tenant’s signage rights pursuant to Section 33 of the First Amendment and Tenant acknowledges that Tenant’s Lobby Block Sign shall only occupy the entire length of the top shelf of the Lobby Desk, subject to the provisions of Section 33 of the First Amendment.

28. The definition of “Tenant Delay” in Exhibit B of the First Amendment, is hereby deleted and replaced with the following,

“The term “Tenant Delay” shall mean any actual delay that Landlord encounters in: (a) commencing or performing Landlord’s Work, Landlord’s Additional Premises Work (or any portion thereof) or Landlord’s 7^th Floor Work; or (b) in the preparation of the Plans or the Plans Based Estimate, the Additional Work Plans or the Post-Plans Based Estimate, the 7^th Floor Plans or the 7^th Floor Plans Based Estimate, the 7^th Floor Additional Work Plans or the 7^th Floor Post-Plans Based Estimate, by reason of: (w) any failure by Tenant to comply with the provisions of Schedule B to the Lease (as amended), or Exhibit B of the First Amendment; (x) any Additional Work or Additional 7^th Floor Work; (y) changes to Landlord’s Work, Landlord’s Additional Premises Work or Landlord’s 7^th Floor Work requested by Tenant after the Plans or 7^th Floor Plans are finally approved; or (z) similar act, neglect, failure or omission by Tenant, its agents, servants, employees, contractors or subcontractors.”

29. The definition of “Long Lead Work” in Exhibit B of the First Amendment, is hereby deleted and replaced with the following,

“The term “Long Lead Work” shall mean any item which is not a stock item and must be specially manufactured, fabricated or installed, or is not part of a customary office installation (such as kitchen equipment) to the extent that such installation is reasonably anticipated to cause an actual delay in the substantial completion of Landlord’s Work, Landlord’s Additional Premises Work, and/ or Landlord’s 7^th Floor Work or is of such an unusual, delicate or fragile nature that there is a substantial risk that (i) there will be a delay in its manufacture, fabrication, delivery or installation, or (ii) after delivery, such item will need to be reshipped or redelivered or repaired, so that in Landlord’s reasonable judgment, such item will delay the substantial completion of Landlord’s Work, Landlord’s Additional Premises Work or Landlord’s 7^th Floor Work. as applicable, beyond the date on which Landlord’s Work, Landlord’s Additional Premises Work or Landlord’s 7^th Floor Work, as applicable, would have otherwise been substantially completed. In addition, Long Lead Work shall include any item which in accordance with good construction practice should be completed after the completion of any item of work in the nature of the items described in the immediately preceding sentence.”

30. Tenant represents and warrants that Tenant has dealt directly with (and only with), RFR Realty LLC and Cushman & Wakefield, Inc. as broker in connection with this Second Amendment, and

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that insofar as Tenant knows no other broker negotiated this Second Amendment or is entitled to any commission in connection therewith, and the execution and delivery of this Second Amendment by Landlord shall be conclusive evidence that Landlord has relied upon the foregoing representation and warranty. Landlord represents and warrants that Landlord has dealt directly with (and only with), RFR Realty LLC and Cushman & Wakefield, Inc. as broker in connection with this Second Amendment, and that insofar as Landlord knows no other broker negotiated this Second Amendment or is entitled to any commission in connection therewith. Landlord shall pay any commission due to RFR Realty LLC and Cushman & Wakefield, Inc. in connection with this Second Amendment pursuant to a separate written agreement. This Section 31 shall survive the expiration or earlier termination of the Lease with respect to the 7^th Floor Premises.

31. Except as specifically set forth in this Second Amendment, the Lease and all covenants, agreements, terms and conditions thereof: (a) shall apply equally to the 7^th Floor Premises and the Current Premises, (b) remain in full force and effect, and (c) are, in all respects, ratified and confirmed.

32. The covenants, agreements, terms and conditions contained in this Second Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and, except as may be otherwise provided in the Lease as hereby supplemented, their respective assigns.

33. This Second Amendment may not be changed or terminated orally but only by an agreement in writing signed by the party against which enforcement of any waiver, change, termination, modification or discharge is sought.

[SIGNATURE PAGE TO FOLLOW.]

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Second Amendment of Lease as of the date first above written.

90 FIFTH OWNER LLC, Landlord
By:	/s/ Thomas L. Lavin
	Name: Thomas L. Lavin
	Title:   Vice President
URBAN COMPASS, INC., Tenant
By:	/s/ David Snider
	Name: David Snider
	Title:   Chief Operating Officer

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EXHIBIT A

FLOOR PLAN OF THE 7^TH FLOOR PREMISES

THIS IS A SCHEMATIC PLAN AND IS INTENDED ONLY TO SHOW THE PROPOSED GENERAL LAYOUT OF THE 7^TH FLOOR PREMISES. ALL MEASURES, DISTANCES AND DIMENSIONS ARE APPROXIMATE AND NOT TO SCALE. THE DEPICTIONS HEREON DO NOT CONSTITUTE A WARRANTY OR REPRESENTATION OF ANY KIND.

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90 Fifth Avenue Floor 7 RFR 14 Street Fifth Avenue

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EXHIBIT B

LANDLORD’S 7^TH FLOOR WORK

Except as otherwise specifically provided herein, Landlord, at its expense, and in accordance with all Legal Requirements, shall build the 7^th Floor Premises (“Landlord’s 7^th Floor Work”) in accordance with plans and specifications (the “7^th Floor Plans”) to be prepared by Landlord’s architect and approved by Tenant, as set forth herein. Landlord’s 7^th Floor Work shall include patching the ceiling to a building standard level at Landlord’s expense. Capitalized terms used, but not defined in this Exhibit B shall have the meanings ascribed to such terms in Exhibit B of the First Amendment.

On or before the tenth (10^th) business day following the date of this Second Amendment, Tenant, its architect and its other representatives shall furnish Landlord with any information necessary to enable Landlord to prepare the 7^th Floor Plans for Landlord’s 7^th Floor Work and to prepare an estimate of the cost of the work depicted in the 7^th Floor Plans (the “7^th Floor Plans Based Estimate”). Landlord shall submit the 7^th Floor Plans and the 7^th Floor Plans Based Estimate for Tenant’s approval, which submission shall include a notice stating in bold, capital letters, “PLEASE BE ADVISED THAT, PURSUANT TO EXHIBIT B OF THE SECOND AMENDMENT, TENANT MUST DELIVER ANY OBJECTIONS TO THE ENCLOSED 7^TH FLOOR PLANS AND 7^TH FLOOR PLANS BASED ESTIMATE WITHIN SEVEN (7) BUSINESS DAYS. TENANT’S FAILURE TO RESPOND TO THE ENCLOSED 7TH FLOOR PLANS AND 7^TH FLOOR PLANS BASED ESTIMATE WITHIN SUCH SEVEN (7) BUSINESS DAY PERIOD SHALL BE DEEMED TO BE A TENANT DELAY.”. Landlord shall identify in the 7^th Floor Plans, any items of Landlord’s 7^th Floor Work that would constitute Specialty Work Items. Tenant shall approve or disapprove the 7^th Floor Plans and 7^th Floor Plans Based Estimate within seven (7) business days after Landlord’s submission of the same to Tenant. If Tenant shall object to or request revisions to any part of the 7th Floor Plans or the 7th Floor Plans Based Estimate, Tenant shall give a Tenant Objection Notice to Landlord during the aforementioned seven (7) business day period. Tenant’s failure to respond to the 7th Floor Plans and 7th Floor Plans Based Estimate within such seven (7) business day period shall be deemed to be a Tenant Delay. Tenant’s objections and/or revisions shall be described in any Tenant Objection Notice in sufficient detail to enable Landlord to modify such 7th Floor Plans or the 7th Floor Plans Based Estimate in order to make them acceptable to Tenant. Landlord shall promptly modify the 7th Floor Plans and the 7th Floor Plans Based Estimate to reflect Tenant’s objections and revisions, and submit such revised 7th Floor Plans and 7th Floor Plans Based Estimate to Tenant with a notice stating in bold, capital letters, “PLEASE BE ADVISED THAT, PURSUANT TO EXHIBIT B OF THE SECOND AMENDMENT, TENANT MUST DELIVER ANY OBJECTIONS TO THE ENCLOSED 7TH FLOOR PLANS AND 7TH FLOOR PLANS BASED ESTIMATE WITHIN FIVE (5) BUSINESS DAYS. TENANT’S FAILURE TO RESPOND TO THE ENCLOSED 7TH FLOOR PLANS AND 7TH FLOOR PLANS BASED ESTIMATE WITHIN SUCH FIVE (5) BUSINESS DAY PERIOD SHALL BE DEEMED TO BE A TENANT DELAY.”. Tenant shall respond to such revised 7th Floor Plans and the revised 7th Floor Plans Based Estimate within five (5) business days of Tenant’s receipt thereof. In the event that Tenant submits a Tenant Objection Notice with respect to the revised 7th Floor Plans and/or 7th Floor Plans Based Estimate after the five (5) business day period described in the preceding sentence, such delay shall be deemed to be a Tenant Delay (as hereinafter defined).

Landlord shall obtain no less than three (3) general contractor bids for Landlord’s 7^th Floor Work from general contractors selected by Landlord. Landlord shall disclose the bids to Tenant promptly after Landlord’s receipt thereof.

In the event that Tenant requests that Landlord perform additional work in the 7^th Floor Premises beyond that depicted in the 7^th Floor Plans and the 7^th Floor Plans Based Estimate, or Tenant requests that

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Landlord substitute any previously approved item or quantity of work reflected in the 7^th Floor Plans and the 7^th Floor Plans Based Estimate (any of the foregoing being referred to as “Additional 7^th Floor Work”), Landlord shall prepare the plans for such Additional 7^th Floor Work (the “Additional 7^th Floor Work Plans”) at Tenant’s reasonable expense.

Based upon the Additional 7^th Floor Work Plans, Landlord shall estimate reasonably the cost of the Additional 7^th Floor Work depicted thereon (the “7^th Floor Post- Plans Based Estimate”) and advise Tenant thereof. If Tenant fails to withdraw its request for such Additional 7^th Floor Work within seven (7) days of Tenant’s receipt of the 7^th Floor Post-Plans Based Estimate, Tenant shall be deemed to have approved such Additional 7^th Floor Work and 7^th Floor Post-Plans Based Estimate thereof.

If, in Landlord’s commercially reasonable judgment, any items of Landlord’s 7^th Floor Work or any Additional 7^th Floor Work shall involve Long Lead Work, or will otherwise delay completion of Landlord’s 7^th Floor Work, then Landlord may require Tenant to agree on a fixed 7^th Floor Substantial Completion Date (allowing a reasonable time for the performance of Landlord’s 7^th Floor Work, as applicable, in absence of the necessity of performing the Long Lead Work). If the parties cannot agree upon a fixed 7^th Floor Substantial Completion Date, as applicable, then Landlord shall have the right to decline to perform such Long Lead Work, and Tenant shall be responsible for the performance thereof (subject to the terms of this Lease) after the completion of Landlord’s 7^th Floor Work and any other (non-objected to by Landlord) Additional 7^th Floor Work.

David Snider shall be deemed to be the agent of Tenant who is duly authorized to bind and act for Tenant in all respects with respect to Landlord’s 7^th Floor Work and any Additional 7^th Floor Work.

All submissions and notices with respect to the 7^th Floor Plans, 7^th Floor Plans Based Estimates, the 7^th Floor Post-Plans Based Estimates, Landlord’s 7^th Floor Work, or the Additional 7^th Floor Work, shall be given in accordance with the provisions of Article 25 of the Lease.

Landlord shall assign to Tenant any rights that Landlord has under any manufacturer or supplier warranties obtained by Landlord in connection with Landlord’s 7^th Floor Work, to the extent that the same are assignable. To the extent that such warranties are not assignable, Landlord shall reasonably cooperate with Tenant to facilitate Tenant obtaining the benefit of any such warranties.

Tenant acknowledges that Tenant shall pay all amounts due from any architects, engineers, contractors, subcontractors, materials providers or others, performing, or supplying materials for, Landlord’s 7^th Floor Work or the Additional 7^th Floor Work (the “7^th Floor Work Costs”), as and when such amounts are billed by, and due to, such parties, and Landlord shall have no liability in connection therewith (except in connection with the Landlord’s 7^th Floor Contribution, as set forth below).

Landlord shall reimburse Tenant for the 7^th Floor Work Costs paid by Tenant in an amount not to exceed $819,130.00 (“Landlord’s 7^th Floor Contribution”) in three (3) equal payments of $273,043.33 (except that the final Disbursement shall be $273,043.34) (each, a “Disbursement”), which Disbursements shall be paid in three (3) installments (each date that a Disbursement is scheduled to be paid to Tenant is referred to herein as a “Scheduled Disbursement Date”): (i) the first Disbursement shall be paid on the later of (a) the date that is thirty (30) days after Landlord’s 7^th Floor Work is substantially completed and (b) the date that is twelve (12) months after the 7^th Floor Minimum Rent Commencement Date; (ii) the second Disbursement shall be paid on the date that is twenty four (24) months after the 7^th Floor Minimum Rent Commencement Date; and (iii) the third Disbursement shall be paid on the date that is thirty six (36) months after the 7^th Floor Minimum Rent Commencement Date. Notwithstanding the foregoing, Landlord’s payment of each of the Disbursements shall be contingent on Landlord’s receipt of a request from Tenant (each, a “Disbursement Request”) no less than thirty (30) days prior to the applicable

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Scheduled Disbursement Date (and if such Disbursement Request is submitted less than thirty (30) days prior to such date, Landlord shall not be required to make the applicable Disbursement before the date that such Disbursement Request is received). Tenant acknowledges that no more than fifteen (15%) percent of the Landlord’s 7^th Floor Contribution may be used to reimburse Tenant for Soft Costs in connection with the 7^th Floor Work. Landlord’s payment of each Disbursement shall be conditioned on Landlord’s receipt of the following:

(a) A true and correct copy of the application for payment (in the form issued by the American Institute of Architects) by the contractors performing Landlord’s 7^th Floor Work, for Landlord’s 7^th Floor Work, including sworn statements evidencing the cost thereof (or in the case of subcontractors and materialmen, sworn statements for the last preceding Disbursement Request, other than with respect to the first Disbursement Request) together with copies of all receipted bills and invoices showing payment of the such costs by Tenant; and

(b) Final lien waivers from all contractors or subcontractors with respect to the portion of the 7^th Floor Work Costs for which Tenant is seeking reimbursement.

Landlord shall cooperate in good faith with Tenant in obtaining the documents listed in clauses (a) and (b) above from the contractors performing Landlord’s Work. Notwithstanding the foregoing, Landlord shall not be required to make any Disbursement: (x) at any time that Tenant is in default under the terms of the Lease (as modified by the Second Amendment) (provided that Landlord shall make such Disbursement to Tenant after Tenant cures such default, provided that the default is cured within the applicable notice and cure period); or (y) at any time prior to the date that Tenant has paid the entire amount of the 7^th Floor Work Costs. Notwithstanding anything to the contrary contained in this Exhibit B, if at the time a Disbursement is required to be made, Tenant is in arrears in the payment of Minimum Rent or any Additional Rent under the Lease, as amended, then Landlord may offset the amount of such arrearages against any Disbursement. If the total cost of Landlord’s 7^th Floor Work which qualifies for reimbursement pursuant to this Exhibit B is less than Landlord’s 7^th Floor Contribution, or if Tenant has not submitted a Disbursement Request within ninety (90) days of the Scheduled Disbursement Date for such Disbursement, Tenant shall not be entitled to any payment or credit for such excess or unused amounts.

For the purposes of this Second Amendment, Landlord’s 7^th Floor Work shall be deemed to have been substantially completed on, and the date of substantial completion of Landlord’s 7^th Floor Work (the “7^th Floor Substantial Completion Date”) shall be, the earlier of: (a) the date on which Landlord’s 7^th Floor Work has actually been substantially completed, substantially in accordance with the applicable 7^th Floor Plans and Additional 7^th Floor Work Plans (if any), or the date on which Landlord’s 7^th Floor Work would have been substantially completed but for any Tenant Delay, Unavoidable Delay or unavailability or delay in delivery of specialty items chosen by Tenant (e.g. floor coverings, lighting fixtures, etc.); (b) the fixed 7^th Floor Substantial Completion Date, if required by Landlord in connection with any Long Lead Work or other work requested by Tenant, as described above; or (c) the date on which Tenant takes occupancy of any portion of the 7^th Floor Premises for the conduct of its business. Landlord and Tenant agree that the substantial completion of Landlord’s 7^th Floor Work shall be deemed to have occurred notwithstanding the fact that (A) minor details, balancing or adjustments may not then have been completed, provided that such incomplete work shall not materially interfere with Tenant’s use of the 7^th Floor Premises, (B) any Long Lead Work remains to be performed, or (C) any work which, in accordance with good construction scheduling practice, must be sequenced to follow completion of any Long Lead Work or any Alterations to be performed by Tenant, remains to be performed. Notwithstanding the foregoing, the establishment of a 7^th Floor Substantial Completion Date that is earlier than the date that Landlord’s 7^th Floor Work is actually substantially completed, shall not relieve Landlord of its obligation to substantially complete Landlord’s 7^th Floor Work.

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Landlord shall notify Tenant if any item in the 7^th Floor Plans or Additional 7^th Floor Work Plans constitutes Long Lead Work at the time that the 7^th Floor Plans or 7^th Floor Additional Work Plans are submitted to Tenant for review, to the extent that any delays are then known to Landlord, or otherwise, promptly after Landlord obtains actual knowledge of a potential delay. If Landlord obtains actual knowledge of Long Lead Work after the 7^th Floor Plans or 7^th Floor Additional Work Plans are approved, at the time that Landlord notifies Tenant of such Long Lead Work, Landlord shall, to the extent reasonably possible, suggest substitutions or alternatives to the Long Lead Work item, that would not cause a delay in Landlord’s 7^th Floor Work (or that would minimize such delay).

In the event that Landlord fails to deliver to Tenant a Tenant Delay Notice (as defined in Schedule B, as amended) within five (5) business days of the occurrence of a Tenant Delay (which notice may be given by e-mail to                ), Landlord shall be barred from later claiming that such Tenant act or omission constituted a Tenant Delay. Any period of a Tenant Delay shall not exceed the time period that Landlord was actually delayed as a result of such Tenant Delay and any simultaneous Tenant Delays shall be deemed to run concurrently (rather than consecutively) and shall not be “double counted”. In the event that the 7^th Floor Substantial Completion Date is accelerated due to a Tenant Delay or Long Lead Work, Landlord shall continue to work diligently to complete Landlord’s 7^th Floor Work. If Landlord’s 7^th Floor Work is not substantially completed within the period of the Tenant Delay or delay caused by Long Lead Work, the 7^th Floor Substantial Completion Date shall be adjourned on a day for day basis for each day that Landlord’s 7^th Floor Work has not been substantially completed.

The provisions of Schedule B of the Lease (as amended) regarding the Work Dispute Resolution Procedure shall apply to Landlord’s 7^th Floor Work in the same manner that it applies to Landlord’s Work and Landlord’s Additional Premises Work. After the determination of the 7^th Floor Substantial Completion Date, and at Landlord’s request, Tenant agrees, to execute, acknowledge and deliver to Landlord an instrument, in form reasonably satisfactory to Landlord, setting forth the 7^th Floor Substantial Completion Date.

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THIRD AMENDMENT OF LEASE

THIRD AMENDMENT OF LEASE (this “Third Amendment”) made as of this 26^th day of October, 2015, by and between 90 FIFTH OWNER LLC, having an office c/o RFR Realty LLC, 390 Park Avenue, New York, New York 10022 (“Landlord”), and URBAN COMPASS, INC., D/B/A COMPASS, having an office at 90 Fifth Avenue, New York, New York 10011 (“Tenant”).

W I T N E S S E T H :

WHEREAS, Landlord and Tenant have previously entered into a Lease, dated as of July 23, 2014 (the “Original Lease”), which Original Lease was amended by First Amendment of Lease dated as of October 6, 2014 (the “First Amendment”) and Second Amendment of Lease dated as of April 9, 2015 (the “Second Amendment” and together with the Original Lease and the First Amendment, the “Lease”) pursuant to which Landlord leased to Tenant and Tenant did hire from Landlord the entire 3^rd, 4^th, 5^th, 6^th and 7^th floors (the “Third Amendment Current Premises”), as more particularly described in the Lease, in the building known as 90 Fifth Avenue, New York, New York (the “Building”), upon and subject to all of the terms, covenants and conditions as are more particularly described in the Lease;

WHEREAS, Landlord wishes to lease to Tenant and Tenant wishes to lease from Landlord the entire 8^th and 9^th Floors (the “Expansion Premises”) of the Building, in addition to the Third Amendment Current Premises; and

WHEREAS, the parties hereto desire to modify and amend the Lease in certain respects as provided herein.

NOW, THEREFORE, in consideration of these premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:

1. All terms not otherwise defined herein shall have the meanings assigned to them in the Lease.

2. The definition of “Premises” in Section IIIA of the Lease Information Summary (as revised by Section 2 of the First Amendment and Section 2 of the Second Amendment) is hereby deleted and replaced with the following, “The entire third (3^rd), fourth (4^th), fifth (5^th), sixth (6^th), seventh (7^th), eighth (8^th) and ninth (9^th) floors of the Building, as shown cross-hatched on Exhibit 1 annexed hereto and made a part hereof.”

3. (a) The Term of the Lease with respect to the Expansion Premises shall commence on the date that: (i) this Third Amendment is fully executed and delivered to Tenant, and (ii) Landlord delivers the Expansion Premises to Tenant in broom clean condition, vacant, and free of all tenancies and occupancies (the “Expansion Premises Commencement Date”).

(b) Tenant agrees to accept possession of the Expansion Premises in the condition which shall exist on the Expansion Premises Commencement Date “as is”, and further agrees that Landlord shall have no obligation to perform any work or make any installations in order to prepare the Expansion Premises for Tenant’s occupancy. The taking of possession of the Expansion Premises by Tenant shall be presumptive evidence as against Tenant that, at the time such possession was so taken, the Expansion Premises were in good and satisfactory condition. Notwithstanding the foregoing, Tenant shall have the right, within thirty (30) days of the Expansion Premises Commencement Date, TIME OF THE ESSENCE, to give Landlord notice of any latent defects in the Expansion Premises that were not (or would not have

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been) discernible after a diligent examination of the Expansion Premises, provided that such defects are not caused by any Tenant Party. Landlord shall complete or repair any such items promptly, but any such items shall not affect the Expansion Premises Commencement Date (unless such items materially interfere with Tenant’s ability to perform Tenant’s Expansion Initial Work in the Expansion Premises, and solely a result thereof, Tenant is not able to, and does not, perform any of Tenant’s Expansion Initial Work in the Premises).

4. The Term of the Lease with respect to the entire Premises (including both the Expansion Premises and the Third Amendment Current Premises) shall expire on May 31, 2025. The Term with respect to the Third Amendment Current Premises shall not be affected by this Third Amendment.

5. The references to the “Commencement Date” in the following provisions of the Lease shall be deemed to refer to the “Expansion Premises Commencement Date” with respect to the Expansion Premises only: Subsections 1A, 2A, 7C, 10A, 15A(iv), 26B(ii) and 26H(i), and Article 30. Except as specifically set forth herein, the term “Commencement Date” as used in the Lease shall be deemed to refer to the commencement date of the Lease for the Existing Premises (as defined in the First Amendment), the term “Additional Premises Commencement Date” shall be deemed to refer to the commencement date of the Lease with respect to the Additional Premises, as provided in Section 5 of the First Amendment, and the “7^th Floor Commencement Date” shall refer to the commencement date of the Lease with respect to the 7^th Floor Premises, as provided in Section 5 of the Second Amendment.

6. Subsection 1B of the Lease shall not apply to the Expansion Premises.

7. Exhibit 1 of the Lease shall be supplemented by adding the floor plans attached to this Third Amendment as Exhibit A, at the end of Exhibit 1.

8. The Minimum Rent for the Expansion Premises only shall be:

(a) Two Million Forty One Thousand Five Hundred Twenty Four and 00/100 ($2,041,524.00) Dollars per annum ($170,127.00 per month) for the period commencing on the Expansion Premises Commencement Date through May 31, 2020; and

(b) Two Million One Hundred Sixty Seven Thousand Five Hundred Forty Four and 00/100 ($2,167,544.00) Dollars per annum ($180,628.67 per month) for the period commencing on June 1, 2020 through and including the Expiration Date.

9. Tenant shall pay the first monthly installment of Minimum Rent with respect to the Expansion Premises simultaneously with Tenant’s execution of this Third Amendment and delivery of the same to Landlord. Such amounts shall be applied to the first two (2) monthly payments of Minimum Rent due for the Expansion Premises after the expiration of the Expansion Premises Full Minimum Rent Abatement Period (as hereinafter defined).

10. For the avoidance of doubt, except as expressly modified by the First Amendment, the Second Amendment and this Third Amendment, all items of Additional Rent described in the Original Lease, including, without limitation, the escalations described in Article 3 of the Original Lease, the condenser water charges described in Subsection 26B(iv) of the Original Lease (if applicable to the Expansion Premises), and the electric charges described in Subsection 26H(i) of the Original Lease, shall apply to the Expansion Premises, as well as the Third Amendment Current Premises. Landlord acknowledges that Tenant shall not be responsible for paying any Additional Rent with respect to the Expansion Premises (including, without limitation, Additional Rent in respect of the escalations described in Article 3 of the Original Lease, the condenser water charges described in Subsection 26B(iv) of the Original Lease or the electric charges described in Subsection 26H(i) of the Original Lease with respect to the Expansion Premises until the Expansion Premises Commencement Date).

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11. Notwithstanding anything herein to the contrary, provided that Tenant is not in default under the Lease (as amended) beyond the expiration of any applicable grace, notice and/or cure period, Tenant shall be entitled to a credit against: (a) one hundred percent (100%) of the Minimum Rent due for the Expansion Premises only, for the first ten (10) full calendar months following the Expansion Premises Commencement Date (the “Expansion Premises Full Minimum Rent Abatement Period”); and (b) fifty percent (50%) of the Minimum Rent due for the Expansion Premises only, for the period from the eleventh (11^th) full calendar month following the Expansion Premises Commencement Date through the sixteenth (16^th) full calendar month following the Expansion Premises Commencement Date (the “Expansion Premises Half Minimum Rent Abatement Period”). The day immediately following the expiration of the Expansion Premises Full Minimum Rent Abatement Period is referred to herein as the “Expansion Premises Minimum Rent Commencement Date”.

12. As of the Expansion Premises Commencement Date, Subsection V.D. of the Lease Information Summary (as previously amended by Section 14 of the First Amendment and Section 14 of the Second Amendment) shall be deleted and replaced with the following, “Tenant’s Proportionate Share: 67.857%.”

13. (a) Subsection V.G. of the Lease Information Summary is deleted and replaced with the following, “Security Deposit: $6,805,080.00”. Within thirty (30) days of the date of this Third Amendment, Tenant shall deliver to Landlord an amendment to the Letter of Credit previously delivered to Landlord in connection with the Lease, increasing the amount of the Letter of Credit by $2,041,524.00 (the “Additional Third Amendment Security”) from $4,763,556.00 to $6,805,080.00 (the “Third LC Amendment”). Tenant’s failure to timely deliver the Third LC Amendment to Landlord shall be a default under the Lease.

(b) Notwithstanding the foregoing, commencing on July 26, 2020, provided that, and so long as the Security Deposit Reduction Conditions are satisfied, the Security Deposit due hereunder shall be reduced from $6,805,080.00 to $6,294,699.00. Landlord shall promptly cooperate with Tenant in complying with any reasonable requirements of the Issuing Bank in connection with the reduction of the Security Deposit provided for herein. The “Security Deposit Reduction Conditions” are: (i) Tenant has not defaulted in its obligations under the Lease more than once during any twelve (12) month period during the Term, and such default shall have been cured within the applicable cure period; (ii) Tenant has not been late in the payment of Minimum Rent or Additional Rent more than twice during any twelve (12) month period; (iii) the Named Tenant (as hereinafter defined) is “Tenant” under the Lease; and (iv) Tenant’s net worth exceeds ten (10) times the annual Minimum Rent then payable under the Lease. Each year, from and after January 1, 2020, provided that Tenant has received the Security Deposit reduction described in this Section 13(b), Tenant shall submit to Landlord, within fifteen (15) days after Landlord’s written request therefor, which request shall be accompanied by a signed Confidentiality Agreement in the form attached hereto as Exhibit B, Tenant’s most recent annual and quarterly audited financial statements (or if audited financial statements are not available, Tenant’s most recent annual and quarterly internal financial statements that are certified by a certified public accountant). If, at any time, the Security Deposit Reduction Conditions are not satisfied, Tenant shall be required, upon ten (10) business days’ written notice from Landlord, to restore the Security Deposit to $6,805,080.00. Notwithstanding the foregoing, at any time during the Term (prior to or after January 1, 2020), regardless of whether Tenant receives the Security Deposit reduction described in this Section 16(b), in connection with the sale or refinance of the Building or Landlord’s interest therein, Tenant shall, no more than once per calendar year, within fifteen (15) days of Landlord’s written request (which shall be accompanied by a Confidentiality Agreement in the form attached hereto as Exhibit B), deliver to Landlord Tenant’s most recent annual and quarterly audited

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

financial statements (or if audited financial statements are not available, Tenant’s most recent annual and quarterly internal financial statements that are certified by a certified public accountant), which financial statements may be delivered by Landlord to any third party lender or prospective purchaser from whom Landlord delivers a Confidentiality Agreement in substantially the form attached hereto as Exhibit B (or such other form of Confidentiality Agreement that is reasonably acceptable to Tenant).

14. Tenant acknowledges that the Amended CO (as described in Section 1E(ii) of the Lease as modified by Section 17 of the First Amendment) and the Amended Additional Premises CO have been obtained.

15. Landlord represents to Tenant that as of the Expansion Premises Commencement Date, the Expansion Premises shall comply with all Legal Requirements applicable to the then-current condition of the Expansion Premises. The provisions of Subsection 6A of the Lease shall not apply to the Expansion Premises.

16. (a) Subject to the provisions of this Section 16, Landlord shall contribute an amount up to $1,638,260.00 (the “Landlord’s Contribution”) toward the cost of the performance of the Tenant’s Alterations to prepare the Expansion Premises for Tenant’s initial occupancy (“Tenant’s Expansion Initial Work”) (other than Soft Costs in excess of fifteen (15%) percent of the total amount of Landlord’s Contribution (the “Soft Cost Contribution Cap”) and the costs of furniture and office equipment). Landlord acknowledges and agrees that Tenant shall be permitted to perform Tenant’s Expansion Initial Work, and use the Building’s freight elevator (without charge) during Ordinary Building Hours, subject to the provisions of Subsection 26A of the Lease (provided, however, that during Ordinary Building Hours the freight elevator may only be used to transport people; construction materials and debris may only be transported via the freight elevator during Overtime Periods). The items of Tenant’s Expansion Initial Work which are the subject of the applicable request for payment (the “Disbursement Request”) must be completed and Tenant must have submitted the Disbursement Request in accordance with the terms hereof, no later than one hundred eighty (180) days after completion of those items of Tenant’s Expansion Initial Work which are the subject of the Disbursement Request. Landlord represents that Landlord’s Preferred Contractors as of the date hereof, are the same as Landlord’s Preferred Contractors listed in Subsection 4C of the Original Lease. Landlord agrees that Tenant shall not be required to pay the supervisory fee pursuant to Subsection 4C of the Lease in connection with Tenant’s Expansion Initial Work if Tenant uses TriStar Construction Corp. to perform Tenant’s Expansion Initial Work (provided, however that Tenant shall be required to reimburse Landlord for Landlord’s reasonable, out-of-pocket expenses to third parties incurred in connection with Tenant’s Expansion Initial Work, pursuant to the last sentence of Subsection 4C of the Original Lease). Landlord further agrees that Tenant shall not be required to provide a performance bond or other security in connection with Tenant’s Expansion Initial Work. Landlord’s obligation to make any payment of Landlord’s Contribution (each, a “Disbursement”) are subject to the following:

(i) Tenant may not make more than one (1) Disbursement Request in any calendar month and not more than nine (9) Disbursement Requests during the progress of Tenant’s Expansion Initial Work.

(ii) There shall be no outstanding monetary or non-monetary defaults for which Tenant has received notice from Landlord with respect to any of the terms, covenants, or conditions to be performed or observed by Tenant under this Lease (including, without limitation, the requirements of this Article 4 of the Lease).

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Pursuant to 17 C.F.R. Section 200.83

(iii) With each Disbursement Request, Tenant shall submit to Landlord the following:

(a) A true and correct copy of the application for payment (in the form issued by the American Institute of Architects) by Tenant’s contractors for the items of Tenant’s Expansion Initial Work completed to date, including statements evidencing the cost thereof (or in the case of subcontractors and materialmen, statements for the last preceding Disbursement Request, other than with respect to the first Disbursement Request) together with copies of all paid, receipted bills and invoices;

(b) Conditional or final lien waivers with respect to the portion of Tenant’s Expansion Initial Work performed to date from Tenant’s contractors (or in the case of subcontractors and materialmen and except for the final Disbursement, unconditional lien waivers to the extent of all amounts previously disbursed);

(c) Tenant’s certification (or a certification by Tenant’s architect or project manager) to Landlord that the amounts set forth in all contractor’s statements are owed to Tenant’s contractors for the portion of Tenant’s Expansion Initial Work performed to date;

(d) A certification by Tenant’s independent licensed architect stating that (I) in his or her opinion, the portion of the Tenant’s Expansion Initial Work theretofore completed and for which the disbursement is requested was performed in a good and workmanlike manner and substantially in accordance with the final Plans and Specifications for such Tenant’s Expansion Initial Work, as approved by Landlord pursuant to Article 4 of the Lease, (II) the percentage of completion of the Tenant’s Expansion Initial Work as of the date of such certificate, and (III) the estimated total costs to complete the performance of the Tenant’s Expansion Initial Work (as such cost may change from time to time).

(iv) Landlord shall not be required to make any Disbursement until Tenant shall have paid fifty (50%) percent of the amount of the total contract cost of Tenant’s Expansion Initial Work (the “Total Contract Cost”) in excess of the total amount of Landlord’s Contribution. After Tenant has paid such amount, Landlord’s Disbursements shall be in the full amount of such Disbursement Requests (provided that such Disbursement Requests are complete, and provided further, that Landlord shall not be required to disburse a portion of the Landlord’s Contribution that would result in the total percentage of the Landlord’s Contribution that has been disbursed to Tenant being greater than the total percentage of the Total Construction Costs (excluding Soft Costs) paid by Tenant as of the date of such Disbursement Request). All Disbursements shall be subject to a retention of ten (10%) percent until Tenant’s Expansion Initial Work shall have been completed and approved.

(v) Notwithstanding anything to the contrary contained in this Section, if at the time a Disbursement is required to be made Tenant is in arrears in the payment of Minimum Rent or any Additional Rent, beyond the expiration of applicable notice, grace and cure periods, then Landlord may offset the amount of such arrearages against any Disbursement.

(b) Landlord shall disburse a portion of the Landlord’s Contribution to Tenant within thirty (30) days after Landlord acknowledges receipt of a complete Disbursement Request, including the items set forth in Section 16(a)(iii) above, except that Landlord shall not advance any portion of Landlord’s Contribution prior to Tenant’s contractors or materialmen having furnished materials or supplied or performed work or services. Disbursements from the Landlord’s Contribution shall not be made more frequently than monthly, and shall be in an amount equal to the aggregate amounts theretofore paid (as certified by an executive officer of Tenant and by Tenant’s independent, licensed architect) to Tenant’s contractors, subcontractors, and materialmen with respect to the Tenant’s Expansion Initial Work, which

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

shall not have been the subject of a previous disbursement from the Landlord’s Contribution. If Landlord shall fail to pay an installment of Landlord’s Contribution on a timely basis when required hereunder, Tenant shall provide written notice of such failure to Landlord. If Landlord shall not make the required payment to Tenant within fifteen (15) days after such notice shall have been given to Landlord, then any dispute arising between Landlord and Tenant as to whether Landlord has failed to properly pay such installment of Landlord’s Contribution shall be subject to expedited arbitration pursuant to the terms of Section 17 below, and the determination of the arbitrators shall be binding on each of the parties.

(c) Subject to the terms and conditions set forth herein, within thirty (30) days of the last to occur of (1) Tenant’s Disbursement Request for the final Disbursement, (2) completion of Tenant’s Expansion Initial Work in accordance with the terms hereof, (3) delivery to Landlord of general releases and waivers of lien from all contractors, subcontractors and materialmen involved in the performance of Tenant’s Expansion Initial Work and the supply of materials used in connection therewith, (4) a certificate from Tenant’s independent licensed architect certifying that (x) in his or her opinion Tenant’s. Expansion Initial Work has been performed in a good and workmanlike manner and completed substantially in accordance with the final detailed Plans and Specifications for such Tenant’s Expansion Initial Work, as approved by Landlord pursuant to the provisions of Article 4 of the Lease, and (y) to his or her knowledge all contractors, subcontractors and materialmen have been paid for Tenant’s Expansion Initial Work, and materials furnished through such date, and (5) satisfaction of the conditions set forth in Subsection E of Article 4 of the Lease, the balance of Landlord’s Contribution which has not been previously disbursed to Tenant, shall be disbursed to Tenant. Tenant expressly agrees that Landlord’s obligation to pay the final Disbursement shall be conditioned upon Tenant’s compliance with the requirements set forth in clauses (1) - (5) of this Section 16(c).

(d) In no event shall the aggregate amount paid by Landlord to Tenant hereunder exceed the amount of the Landlord’s Contribution. If the total cost of Tenant’s Expansion Initial Work (exclusive of Soft Costs in excess of the Soft Cost Cap), are less than the amount of the Landlord’s Contribution, any excess shall be retained by Landlord. It is expressly understood and agreed that Tenant shall promptly commence and diligently prosecute to completion, at its sole cost and expense, the Tenant’s Expansion Initial Work and pay all Soft Costs, whether or not the Landlord’s Contribution is sufficient to fund such completion. Any costs to complete the Tenant’s Expansion Initial Work in excess of the Landlord’s Contribution and the payment of Soft Costs in excess of the Soft Cost Cap shall be the sole responsibility and obligation of the Tenant.

(e) If the cost of all items of Tenant’s Expansion Initial Work (exclusive of Soft Costs in excess of the Soft Cost Cap) is less than the Landlord’s Contribution, or if Tenant has not submitted a final Disbursement Request within twenty four (24) months after the Expansion Premises Commencement Date (subject to extension by reason of Tenant’s failure to complete the Tenant’s Expansion Initial Work prior to that date if Tenant is prevented or delayed from so doing by reason of delay beyond Tenant’s reasonable control), Tenant shall not be entitled to any payment or credit for such excess or unused amounts.

17. If Tenant desires to determine whether Tenant is entitled to, or Landlord has failed to timely pay a requested Disbursement of all or any portion of Landlord’s Contribution, such dispute shall be settled and finally determined by arbitration in The City of New York in accordance with the following provisions of this Section and, unless specifically addressed below, the American Arbitration Association’s (“AAA”) rules with respect to expedited arbitration. Within five (5) business days following the giving of any notice by one party to the other stating that it wishes such dispute to be so determined, Landlord and Tenant shall each give notice to the other setting forth the name and address of an arbitrator designated by the party giving such notice. If either party shall fail to give notice of such designation within said five (5) business days, then the arbitrator chosen by the other side shall make the determination alone. The two arbitrators shall designate a third arbitrator. If the two arbitrators shall fail to agree upon the designation of a third

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

arbitrator within five (5) business days after the designation of the second arbitrator, then either party may apply to the AAA for the designation of such arbitrator. All arbitrators shall be persons who shall have had at least ten (10) years of continuous experience in the business of owning or managing real estate in the Borough of Manhattan, The City of New York. The three arbitrators shall conduct such hearings as they deem appropriate, make their determination in writing, and give notice to Landlord and Tenant of their determination as soon as practicable, and if possible, within five (5) business days after the designation of the third arbitrator; the concurrence of any two of said arbitrators shall be binding upon Landlord and Tenant, or, in the event no two of the arbitrators shall render a concurrent determination, then the determination of the third arbitrator designated shall be binding upon Landlord and Tenant. Judgment upon any award rendered in any arbitration held pursuant to this Section 17 shall be final and binding upon Landlord and Tenant, whether or not a judgment shall be entered in any court. Each party shall pay its own counsel fees and expenses, if any, in connection with any arbitration under this Section, including the expenses and fees of any arbitrator selected by it in accordance with the provisions of this Section, and the parties shall share all other expenses and fees of any such arbitration. The arbitrators shall be bound by the provisions of this Lease, and shall not add to, subtract from or otherwise modify such provisions.

18. Subsection 12F(vii) of the Original Lease, as previously modified by Section 23 of the First Amendment and Section 19 of the Second Amendment, is further amended to substitute the number “fourteen (14)” for the number “ten (10)”. In no event shall Tenant be permitted to have more than two (2) subtenants per floor of the Premises.

19. Section 20 of the Second Amendment is hereby deleted in its entirety. The provisions of Subsection 12I of the Lease shall not apply to any sublease of the portion of the Expansion Premises located on the ninth (9^th) floor of the Building for the period from the Expansion Premises Commencement Date through the day immediately preceding the third (3^rd) anniversary of the Expansion Premises Minimum Rent Commencement Date (the “9^th Floor Sublease Period”). To the extent that any sublease of the 9^th floor of the Building by Tenant is for a term exceeding the 9^th Floor Sublease Period, or is for a term occurring after the 9^th Floor Sublease Period, Subsection 12I of the Lease shall apply to any part of the sublease term after the expiration of the 9^th Floor Sublease Period.

20. Landlord shall permit the Tenant to use the freight elevator for up to fifty-six (56) hours (which shall be used in four (4) hour increments) during Overtime Periods, free of charge, for Tenant’s initial move-in to the Expansion Premises. Additionally, Tenant shall be permitted to use the freight elevator during Ordinary Building Hours at no charge (but subject to the provisions of Subsection 26A of the Lease) in connection with Tenant’s Expansion Initial Work).

21. Subsection 31N of the Lease (as previously modified by Section 38 of the First Amendment and Section 26 of the Second Amendment) is deleted in its entirety and replaced with the following,

“Tenant shall have the right to use the fire stairwells adjacent to the Third Amendment Current Premises and the Expansion Premises (and between the Third Amendment Current Premises and the Expansion Premises) as internal circulation stairs subject to any applicable Legal Requirements. Tenant may make code-compliant security and aesthetic Alterations within the fire stairwells with Landlord’s prior review and approval (which approval shall not be unreasonably withheld, delayed or conditioned), and otherwise subject to the provisions of Article 4 of this Lease. Tenant may install, at its own expense, a card access system to each floor of the Premises, in accordance with the applicable provisions of this Lease and applicable Legal Requirements.”

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

22. Section 33 of the First Amendment is hereby deleted in its entirety and replaced with the following,

“Supplementing the provisions of Subsection 31E of the Lease, provided that Tenant is not in monetary default under the Lease (as amended) and there are no uncured non-monetary defaults by Tenant under the terms and conditions of this Lease (as amended) for which Tenant has received notice, in either case, beyond the expiration of applicable notice, grace and cure periods, commencing on the date that is the earlier of: (a) the date that the office portion of the Building is fully leased and (b) the Additional Premises Commencement Date, Landlord shall provide the Named Tenant (as hereinafter defined) with a block sign in the lobby desk of the Building (the “Lobby Desk”) with the Named Tenant’s name and/or logo (“Tenant’s Lobby Block Sign”). Tenant acknowledges that each of the other tenants of the Building shall also be permitted to have a block sign in the Lobby Desk; provided that: (x) no tenant occupying the same number of floors or fewer floors of the Building than Tenant shall be permitted to have a block sign in the Lobby Desk that is larger than Tenant’s Lobby Block Sign; (y) Tenant’s Lobby Block Sign will be located on the top shelf of the Lobby Desk display; and (z) Tenant’s Lobby Block Sign will occupy the entire length of the top shelf of the Lobby Desk, as shown on Exhibit C attached hereto. Landlord will use Named Tenant’s name and logo as depicted on Exhibit C attached hereto (the “Approved Name and Logo”) in Tenant’s Lobby Block Sign. Any change in the Approved Name and Logo must be approved by Landlord in Landlord’s sole discretion. Landlord acknowledges that Tenant operates its business in the Premises under the trade name “COMPASS”. As used herein, the term “Named Tenant”, shall mean the tenant originally named in the Lease, a Related Entity of the tenant originally named in this Lease, or an entity that satisfies the conditions of Subsection 12J of the Original Lease.”

23. For so long as Named Tenant occupies at least six (6) floors of the Building, Named Tenant shall have the right to have a sign on the wall of the ground floor lobby of the Building, of the size and in the location depicted on Exhibit D attached hereto (the “Lobby Wall Sign”). The design, materials, appearance and colors of the Lobby Wall Sign shall be subject to Landlord’s approval, which shall not be unreasonably withheld, delayed or conditioned. Landlord shall install the Lobby Wall Sign at Tenant’s sole, but reasonable expense. Tenant shall pay to Landlord the estimated cost of purchasing and installing the Lobby Wall Sign within thirty (30) days of Tenant’s receipt of an invoice therefor from Landlord, as Additional Rent. If Landlord’s actual cost to purchase and install the Lobby Wall Sign exceeds Landlord’s estimated cost, Tenant shall pay such excess to Landlord, as Additional Rent, within ten (10) business days of Tenant’s receipt of an invoice therefor.

24. For so long as Named Tenant occupies at least six (6) floors of the Building, Named Tenant shall have the right to have a plaque on the exterior of the Building, of the size and in the location depicted on Exhibit E attached hereto (the “Exterior Plaque”). The design, materials, appearance and colors of the Exterior Plaque shall be subject to Landlord’s approval, which shall not be unreasonably withheld, delayed or conditioned. Landlord shall install the Exterior Plaque at Tenant’s sole, but reasonable expense. Tenant shall pay to Landlord the estimated cost of purchasing and installing the Exterior Plaque within thirty (30) days of Tenant’s receipt of an invoice therefor from Landlord, as Additional Rent. If Landlord’s actual cost

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

to purchase and install the Exterior Plaque exceeds Landlord’s estimated cost, Tenant shall pay such excess to Landlord, as Additional Rent, within ten (10) business days of Tenant’s receipt of an invoice therefor.

25. Modifying the provisions of Section 31I of the Lease, Tenant shall be entitled to one (1) additional Annual Exclusive per twelve (12) month period during the Term. In no event shall Tenant be entitled to have more than three (3) total events per Roof Season that are Annual Exclusives or Additional Roof Terrace Events.

26. Landlord shall use commercially reasonable efforts to enforce the provisions of the lease of the tenant on the tenth (10^th) and eleventh (11^th) floors of the Building (the “10^th and 11^th Floor Tenant”) that: (a) restrict such tenant from materially adversely affecting the ninth (9^th) floor or the ninth (9^th) floor ceiling in the course of such 10^th and 11^th Floor Tenant’s construction (except as expressly set forth herein); and (b) require the 10^th and 11^th Floor Tenant to install sufficient noise proofing materials during its initial build-out to prevent noise from the tenth (10^th) floor from being heard on the ninth (9^th) floor, or otherwise disrupting Tenant’s use of the ninth (9^th) floor. Notwithstanding the foregoing, Tenant acknowledges that the 10^th and 11^th Floor Tenant will be installing two (2) pipes that will penetrate the ninth (9^th) floor ceilings which Landlord believes will be located in the approximate locations that are depicted on Exhibit E attached hereto. The two (2) pipes will be run high and tight to the slab and follow the column lines of the Building so as to minimize interference with the portion of the Premises located on the ninth (9^th) floor.

27. Tenant represents and warrants that Tenant has dealt directly with (and only with), RFR Realty LLC and Cushman & Wakefield, Inc. as broker in connection with this Third Amendment, and that insofar as Tenant knows no other broker negotiated this Third Amendment or is entitled to any commission in connection therewith, and the execution and delivery of this Third Amendment by Landlord shall be conclusive evidence that Landlord has relied upon the foregoing representation and warranty. Landlord represents and warrants that Landlord has dealt directly with (and only with), RFR Realty LLC and Cushman & Wakefield, Inc. as broker in connection with this Third Amendment, and that insofar as Landlord knows no other broker negotiated this Third Amendment or is entitled to any commission in connection therewith. Landlord shall pay any commission due to RFR Realty LLC and Cushman & Wakefield, Inc. in connection with this Third Amendment pursuant to a separate written agreement. This Section 27 shall survive the expiration or earlier termination of the Lease with respect to the Expansion Premises.

28. Except as specifically set forth in this Third Amendment, the Lease and all covenants, agreements, terms and conditions thereof: (a) shall apply equally to the Expansion Premises and the Third Amendment Current Premises, (b) remain in full force and effect, and (c) are, in all respects, ratified and confirmed.

29. The covenants, agreements, terms and conditions contained in this Third Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and, except as may be otherwise provided in the Lease as hereby supplemented, their respective assigns.

30. This Third Amendment may not be changed or terminated orally but only by an agreement in writing signed by the party against which enforcement of any waiver, change, termination, modification or discharge is sought.

[SIGNATURE PAGE TO FOLLOW.]

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Pursuant to 17 C.F.R. Section 200.83

IN WITNESS WHEREOF, Landlord and Tenant have executed this Third Amendment of Lease as of the date first above written.

90 FIFTH OWNER LLC, Landlord
By:	/s/ Thomas L. Lavin
	Name: Thomas L. Lavin
	Title:   Vice President
URBAN COMPASS, INC., Tenant
By:	/s/ David Snider
	Name: David Snider
	Title:   COO

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

EXHIBIT A

FLOOR PLAN OF THE EXPANSION PREMISES

THIS IS A SCHEMATIC PLAN AND IS INTENDED ONLY TO SHOW THE PROPOSED GENERAL LAYOUT OF THE EXPANSION PREMISES. ALL MEASURES, DISTANCES AND DIMENSIONS ARE APPROXIMATE AND NOT TO SCALE. THE DEPICTIONS HEREON DO NOT CONSTITUTE A WARRANTY OR REPRESENTATION OF ANY KIND.

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

90 Fifth Avenue 14th street Fifth Avenue For complete listing,visit www.rfrspace.com www.rfrrealty.com Not to scale. All dimenensions and condition only.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

90 Fifth Avenue 14th street Fifth Avenue For complete listing,visit www.rfrspace.com www.rfrrealty.com Not to scale. All dimenensions and condition only.

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

EXHIBIT B

FORM OF CONFIDENTIALITY AGREEMENT

CONFIDENTIALITY AGREEMENT

Agreement dated ________, 2015 (the “Effective Date”), between Urban Compass, Inc., d/b/a Compass, a Delaware corporation (the “Company”), and 90 FIFTH OWNER, LLC, a Delaware limited liability company (the “Recipient”) with offices at c/o RFR Realty LLC, 390 Park Avenue, New York, New York 10022.

1. Background. The Company and the Recipient (the “parties”) intend to engage in discussions and negotiations concerning an amendment of a lease between Recipient and the Company at certain Recipient-owned real property (the “Lease Transaction”). In the course of discussions regarding the Lease Transaction, it is anticipated that the Company will disclose or deliver solely to the Recipient and to the Recipient’s managing agent, and each of their directors, officers and employees, on an as-needed basis (collectively, “Representatives”) certain of the Company’s financial information for the limited purposes of enabling the Recipient to evaluate the Lease Transaction (the “Purposes”). The parties have entered into this Agreement in order to assure the confidentiality of such financial information in accordance with the terms of this Agreement.

2. Proprietary Information. As used in this Agreement, the term “Proprietary Information” shall mean all financial information or confidential or proprietary information designated as such in writing by the Company, whether by letter or by the use of an appropriate proprietary stamp or legend, prior to or at the time any such trade secret or confidential or proprietary information is disclosed by the Company to the Recipient. For the avoidance of doubt, “Proprietary Information” shall include, without limitation, any and all financial information related to the Company’s business or operations. In addition, and without limitation, the term “Proprietary Information” shall be deemed to include any notes, analyses, compilations, studies, interpretations, memoranda or other documents prepared by the Recipient or its Representatives which contain, reflect or are based upon, in whole or in part, any Proprietary Information furnished to the Recipient or its Representatives pursuant hereto.

3. Scope of Agreement. This Agreement shall apply to all Proprietary Information disclosed by the Company, whether before, on or after the date hereof.

4. Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information only for the Purposes, or in connection with a potential financing or sale of Recipient’s interest in the property affected by such Lease Transaction, and such Proprietary Information shall not be used for any other purpose without the prior written consent of the Company. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any person, whatsoever, outside its organization, any Proprietary Information or exploit such Proprietary Information for its own benefit or the benefit of another without the prior written consent of the Company. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Recipient shall disclose Proprietary Information received by it under this Agreement only to persons (a) within its organization and (b) serving as legal counsel, primary accountant, lender or potential purchaser in connection with the real property related to the Lease Transaction, in each case, who have a need to know such Proprietary Information in the course of the performance of their duties and who are bound by a written agreement, enforceable by the Company, to protect the confidentiality of such Proprietary Information. The Recipient shall obtain from any potential purchaser or lender of the real

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

property related to the Lease Transaction (or Recipient’s interest therein), a confidentiality agreement in the same form as this agreement, or such other form that is reasonably acceptable to the Company. The Recipient shall adopt and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Company for any disclosure or misuse of Proprietary Information which results from a failure to comply with this provision. The Recipient will promptly report to the Company any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the Company to prevent, control or remedy any such violation. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information to the extent required in order for the Recipient to comply with applicable laws and regulations and any court or other judicial order, provided that the Recipient provides prior written notice of such required disclosure to the Company and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

5. Limitation on Obligations. The obligations of the Recipient specified in Section 4 shall not apply, and the Recipient shall have no further obligations, with respect to any Proprietary Information to the extent the Recipient can demonstrate, by clear and convincing evidence, that such Proprietary Information:

A. is generally known to the public at the time of disclosure or becomes generally known without the Recipient or its Representatives violating this Agreement;

B. is in the Recipient’s possession at the time of disclosure otherwise than as a result of Recipient’s breach of any legal obligation;

C. becomes known to the Recipient through disclosure by sources other than the Company having the legal right to disclose such Proprietary Information; or

D. is independently developed by the Recipient without reference to or reliance upon the Proprietary Information.

6. Ownership of Proprietary Information. The Recipient agrees that it shall not receive any right, title or interest in, or any license or right to use, the Proprietary Information or any patent, copyright, trade secret, trademark or other intellectual property rights therein, by implication or otherwise.

7. Return of Proprietary Information. The Recipient shall, upon the termination of this Agreement or the request of the Company, destroy (to the extent reasonably possible): (i) any notes, reports or other documents prepared by the Recipient which contain Proprietary Information; and (ii) any Proprietary Information (and all copies and reproductions thereof) which is in electronic form or or cannot otherwise be returned to the Company. Notwithstanding the return or destruction of the Proprietary Information, the Recipient and its Representatives will continue to be bound by their obligations of confidentiality and other obligations hereunder.

8. Miscellaneous.

A. This Agreement supersedes all prior agreements, written or oral, between the parties relating to the subject matter of this Agreement. This Agreement may not be modified, changed or discharged, in whole or in part, except by an agreement in writing signed by the parties.

B. This Agreement will be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns.

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C. This Agreement shall be construed and interpreted in accordance with the internal laws of the State of New York, without giving effect to the principles of conflicts of law thereof.

D. The provisions of this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Recipient to be reasonable for such purpose. The Recipient agrees that any breach of this Agreement will cause the Company substantial and irreparable injury and, therefore, in the event of any such breach, in addition to other remedies which may be available, the Company shall have the right to specific performance and other injunctive and equitable relief. Notwithstanding the foregoing, nothing in this Agreement shall make Recipient liable to the Company or any other party for consequential or punitive damages, except in the case of Recipient’s gross negligence or willful misconduct which results in the dissemination of the Confidential Information to parties that are not permitted to receive the same pursuant to this Agreement.

E. The confidentiality obligations imposed by this Agreement shall continue with respect to a particular item of Proprietary Information until the fifth anniversary of the disclosure of such Proprietary Information to Recipient pursuant to this Agreement.

F. For the convenience of the parties, copies of signatures to this Agreement may be transmitted by facsimile or e-mail in portable document format (.pdf) and in counterparts, each of which shall be deemed to be an original, and both of which taken together, shall constitute one agreement binding on both parties.

[Remainder of Page Intentionally Left Blank]

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

The parties below and hereto have executed this Confidentiality Agreement as of the day and year first set forth above.

URBAN COMPASS, INC.
By:
Name:	David Snider
Title:	COO
90 FIFTH OWNER, LLC
By:
Name:
Title:

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

EXHIBIT C

APPROVED NAME AND LOGO

(Please see attached.)

Confidential Treatment Requested by Compass, Inc.

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COMPASS

Confidential Treatment Requested by Compass, Inc.

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COMPASS peakperformance RFR

Confidential Treatment Requested by Compass, Inc.

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EXHIBIT D

LOBBY WALL SIGN LOCATION AND DIMENSIONS

(Please see attached.)

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EXHIBIT E

EXTERIOR PLAQUE LOCATION AND DIMENSIONS

(Please see attached.)

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comp

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EXHIBIT F

APPROXIMATE PIPE LOCATIONS

(See attached)

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90 Fifth open layout Avenue For complete listing, visit www.rfrspace.com Not to Sale. All dimensions and conditions are approximate

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FOURTH AMENDMENT OF LEASE

FOURTH AMENDMENT OF LEASE (this “Fourth Amendment”) made as of this 10^th day of March, 2016, by and between 90 FIFTH OWNER LLC, having an office c/o RFR Realty LLC, 390 Park Avenue, New York, New York 10022 (“Landlord”), and URBAN COMPASS, INC., D/B/A COMPASS, having an office at 90 Fifth Avenue, New York, New York 10011 (“Tenant”).

W I T N E S S E T H :

WHEREAS, Landlord and Tenant have previously entered into a Lease, dated as of July 23, 2014 (the “Original Lease”), which Original Lease was amended by First Amendment of Lease dated as of October 6, 2014 (the “First Amendment”), Second Amendment of Lease dated as of April 9, 2015 (the “Second Amendment”), and Third Amendment of Lease dated as of October 26, 2015 (the “Third Amendment”, and together with the Original Lease, the First Amendment and the Second Amendment, the “Lease”) pursuant to which Landlord leased to Tenant and Tenant did hire from Landlord the entire 3^rd, 4^th, 5^th, 6^th, 7^th, 8^th and 9^th floors (the “Premises”), as more particularly described in the Lease, in the building known as 90 Fifth Avenue, New York, New York (the “Building”), upon and subject to all of the terms, covenants and conditions as are more particularly described in the Lease;

WHEREAS, the parties hereto desire to modify and amend the Lease in certain respects as provided herein.

NOW, THEREFORE, in consideration of these premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:

1. All terms not otherwise defined herein shall have the meanings assigned to them in the Lease.

2. Landlord and Tenant acknowledge and agree that the Commencement Date of the Lease with respect to the third (3^rd) and fourth (4^th) floor premises originally demised by the Original Lease is December 8, 2014 and accordingly, notwithstanding the provisions of Subsection 1E(ii) of the Lease (as amended), the Minimum Rent Abatement Period for the portions of the Premises located on the third (3^rd) and fourth (4^th) floors of the Building ran from January 1, 2015 through July 31, 2015.

3. Landlord and Tenant further acknowledge that: (a) the Additional Premises Commencement Date (with respect to the fifth (5^th) and sixth (6^th) floors), occurred on April 15, 2015; (b) the 7^th Floor Commencement Date occurred on April 9, 2015; and (c) the Expansion Premises Commencement Date (with respect to the eighth (8^th) and ninth (9^th) floors), occurred on October 26, 2015.

4. The eleventh (11^th) through the thirteenth (13^th) paragraphs of Exhibit B of the Second Amendment are hereby deleted in their entirety, and shall be replaced with the following:

“Subject to the provisions of this Exhibit B, Landlord shall reimburse Tenant for the 7^th Floor Work Costs paid by Tenant in an amount not to exceed $819,130.00 (the “Landlord’s 7^th Floor Contribution”) (other than Soft Costs in excess of fifteen (15%) percent of the total amount of Landlord’s 7^th Floor Contribution (the “7^th Floor Soft Cost Contribution Cap”)). Landlord’s obligation to make any payment of Landlord’s 7^th Floor Contribution (each, a “7^th Floor Disbursement”) are subject to the following:

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(i) Tenant may not make more than one (1) request for a 7^th Floor Disbursement (each, a “7^th Floor Disbursement Request”) in any calendar month and not more than three (3) total 7^th Floor Disbursement Requests.

(ii) Landlord shall not be required to make any 7^th Floor Disbursement: (x) at any time that there is an outstanding monetary or material non-monetary default under the terms of the Lease for which Tenant has received notice from Landlord (provided that Landlord shall make such 7^th Floor Disbursement to Tenant after Tenant cures such default); or (y) at any time prior to the date that Tenant has paid fifty (50%) percent of the amount of the total contract cost of Landlord’s 7^th Floor Work (the “Total 7^th Floor Contract Cost”) in excess of the total amount of Landlord’s 7^th Floor Contribution. After Tenant has paid such amount, Landlord’s 7^th Floor Disbursements shall be in the full amount of such 7^th Floor Disbursement Requests (provided that such 7^th Floor Disbursement Requests are complete, and provided further, that Landlord shall not be required to disburse a portion of the Landlord’s 7^th Floor Contribution that would result in the total percentage of the Landlord’s 7^th Floor Contribution that has been disbursed to Tenant being greater than the total percentage of the Total 7^th Floor Contract Cost (excluding Soft Costs in excess of the 7^th Floor Soft Cost Contribution Cap) paid by Tenant as of the date of such 7^th Floor Disbursement Request).

(iii) With each 7^th Floor Disbursement Request, Tenant shall submit to Landlord the following:

(a) A true and correct copy of the application for payment (in the form issued by the American Institute of Architects) by the contractors performing Landlord’s 7^th Floor Work, including sworn statements evidencing the cost thereof (or in the case of subcontractors and materialmen, sworn statements for the last preceding 7^th Floor Disbursement Request, other than with respect to the first 7^th Floor Disbursement Request) together with copies of all receipted bills and invoices showing payment of the such costs by Tenant; and

(b) Final lien waivers from all contractors or subcontractors with respect to the portion of the 7^th Floor Work Costs for which Tenant is seeking reimbursement.

(iv) Landlord shall cooperate in good faith with Tenant in obtaining the documents listed in clauses (a) and (b) above from the contractors performing Landlord’s 7^th Floor Work. If the total cost of Landlord’s 7^th Floor Work which qualifies for reimbursement pursuant to this Exhibit B is less than Landlord’s 7^th Floor Contribution, or if Tenant has not submitted a final 7^th Floor Disbursement Request by the date that is two (2) years after the date of this Fourth Amendment, Tenant shall not be entitled to any payment or credit for such excess or unused amounts.

(v) Notwithstanding anything to the contrary contained in this Section, if at the time a 7^th Floor Disbursement is required to be made Tenant is in arrears in the payment of Minimum Rent or any Additional Rent, beyond the expiration of applicable notice, grace and cure periods, then Landlord may offset the amount of such arrearages against any 7^th Floor Disbursement.

(b) Landlord shall disburse a portion of the Landlord’s 7^th Floor Contribution to Tenant within thirty (30) days after Landlord acknowledges receipt of a complete 7^th Floor Disbursement Request, including the items set forth in paragraph (iii) above. 7^th Floor Disbursements from the Landlord’s 7^th Floor Contribution shall not be made more frequently than monthly, and shall be in an amount equal to the aggregate amounts theretofore paid (as certified by an executive officer of Tenant and by Tenant’s independent, licensed architect) to Tenant’s contractors, subcontractors, and materialmen with respect to the Landlord’s 7^th Floor Work, which shall not have been the subject of a previous disbursement from the Landlord’s 7^th Floor Contribution. If Landlord shall fail to pay an installment of Landlord’s 7^th Floor

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Contribution on a timely basis when required hereunder, Tenant shall provide written notice of such failure to Landlord. If Landlord shall not make the required payment to Tenant within fifteen (15) days after such notice shall have been given to Landlord, then any dispute arising between Landlord and Tenant as to whether Landlord has failed to properly pay such installment of Landlord’s 7^th Floor Contribution shall be subject to expedited arbitration pursuant to the terms of Section 17 of the Third Amendment and the determination of the arbitrators shall be binding on each of the parties.

5. In consideration of the terms and conditions of this Fourth Amendment, Tenant hereby waives any claim to any extension of any Minimum Rent Abatement Periods described in the Lease (as amended) in connection with Landlord’s delivery of the Amended CO by the Amended CO Deadline, as described in Subsection 1B(ii) of the Lease (as amended) or in connection with the Landlord’s delivery of the Amended Additional Premises CO by the Amended Additional Premises CO Deadline, as described in Section 18 of the First Amendment.

6. Tenant represents and warrants that Tenant has dealt with no broker in connection with this Fourth Amendment, and that insofar as Tenant knows no broker negotiated this Fourth Amendment or is entitled to any commission in connection therewith, and the execution and delivery of this Fourth Amendment by Landlord shall be conclusive evidence that Landlord has relied upon the foregoing representation and warranty. Landlord represents and warrants that Landlord has dealt with no broker in connection with this Fourth Amendment, and that insofar as Landlord knows no broker negotiated this Fourth Amendment or is entitled to any commission in connection therewith, and the execution and delivery of this Fourth Amendment by Tenant shall be conclusive evidence that Tenant has relied upon the foregoing representation and warranty. This Section 6 shall survive the expiration or earlier termination of the Lease.

7. Except as specifically set forth in this Fourth Amendment, the Lease and all covenants, agreements, terms and conditions thereof remain in full force and effect, and are, in all respects, ratified and confirmed.

8. The covenants, agreements, terms and conditions contained in this Fourth Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and, except as may be otherwise provided in the Lease as hereby supplemented, their respective assigns.

9. This Fourth Amendment may not be changed or terminated orally but only by an agreement in writing signed by the party against which enforcement of any waiver, change, termination, modification or discharge is sought.

[SIGNATURE PAGE TO FOLLOW.]

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Confidential Treatment Requested by Compass, Inc.

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Fourth Amendment of Lease as of the date first above written.

90 FIFTH OWNER LLC, Landlord
By:	/s/ Thomas L. Lavin
	Name: Thomas L. Lavin
	Title: Vice President
URBAN COMPASS, INC., Tenant
By:	/s/ David Snider
	Name: David Snider
	Title: COO

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Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

FIFTH AMENDMENT OF LEASE

FIFTH AMENDMENT OF LEASE (this “Fifth Amendment”) made as of this 6^th day of February, 2017, by and between 90 FIFTH OWNER LLC, having an office c/o RFR Realty LLC, 390 Park Avenue, New York, New York 10022 (“Landlord”), and URBAN COMPASS, INC., D/B/A COMPASS, having an office at 90 Fifth Avenue, New York, New York 10011 (“Tenant”).

W I T N E S S E T H :

WHEREAS, Landlord and Tenant have previously entered into a Lease, dated as of July 23, 2014 (the “Original Lease”), which Original Lease was amended by First Amendment of Lease dated as of October 6, 2014 (the “First Amendment”), Second Amendment of Lease dated as of April 9, 2015 (the “Second Amendment”), Third Amendment of Lease dated as of October 26, 2015 (the “Third Amendment”) and Fourth Amendment of Lease dated as of March 10, 2016 (the “Fourth Amendment”, and together with the Original Lease, the First Amendment, the Second Amendment and the Third Amendment, the “Lease”) pursuant to which Landlord leased to Tenant and Tenant did hire from Landlord the entire 3^rd, 4^th, 5^th, 6^th, 7^th, 8^th and 9^th floors (the “Fifth Amendment Current Premises”), as more particularly described in the Lease, in the building known as 90 Fifth Avenue, New York, New York (the “Building”), upon and subject to all of the terms, covenants and conditions as are more particularly described in the Lease;

WHEREAS, Landlord wishes to lease to Tenant and Tenant wishes to lease from Landlord the entire 10^th and 11^th Floors (the “10^th and 11^th Floors”) of the Building, in addition to the Fifth Amendment Current Premises; and

WHEREAS, the parties hereto desire to modify and amend the Lease in certain respects as provided herein.

NOW, THEREFORE, in consideration of these premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:

1. Definitions. All terms not otherwise defined herein shall have the meanings assigned to them in the Lease.

2. Additional Premises.

(a) As of the date of this Fifth Amendment (the “10^th and 11^th Floor Commencement Date”), the entire tenth (10^th) and eleventh (11^th) floors of the Building, substantially as shown hatched on the plan annexed hereto as Exhibit A (the “10^th and 11^th Floors”), shall be added to and shall be considered a part of the Premises. The Term of the Lease with respect to the entire Premises (including both the 10^th and 11^th Floors and the Fifth Amendment Current Premises) shall expire on May 31, 2025. The Term with respect to the Fifth Amendment Current Premises shall not be affected by this Fifth Amendment.

(b) Landlord shall, at Landlord’s sole cost, substantially complete the work described on Exhibit B attached hereto (the “Fifth Amendment Base Building Work”). Tenant shall provide Landlord and its agents, employees and contractors access to the 10^th and 11^th Floors at all reasonable times to complete the Fifth Amendment Base Building Work. Landlord and Tenant shall use reasonable efforts to coordinate the performance of the Fifth Amendment Base Building Work with the performance of Tenant’s 10^th and 11^th Floor Initial Work in accordance with good construction practice. Tenant acknowledges that Landlord will not be performing any work affecting the columns in the 10^th and 11^th

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Floors and that the columns will be delivered in their “as is” condition as of the 10^th and 11^th Floor Commencement Date. Other than the Fifth Amendment Base Building Work, Tenant shall accept the 10^th and 11^th Floors in their “as is” condition as of the 10^th and 11^th Floor Commencement Date, it being understood that Landlord is not obligated to perform any work or to supply any materials to prepare the 10^th and 11^th Floors for Tenant’s initial occupancy, except for the Fifth Amendment Base Building Work.

(c) Tenant shall have the right, within thirty (30) days of the completion of the Fifth Amendment Base Building Work, TIME OF THE ESSENCE, to give Landlord notice of any latent defects in the 10^th and 11^th Floors that were not (or would not have been) discernible after a diligent examination of the 10^th and 11^th Floors, provided that such defects are not caused by any Tenant Party. Landlord shall complete or repair any such items promptly, but any such items shall not affect the 10^th and 11^th Floor Minimum Rent Commencement Date; provided, however, that if such items materially or adversely interfere with or delay Tenant’s ability to perform Tenant’s 10^th and 11^th Floor Initial Work (as hereinafter defined), and solely a result thereof, Tenant is not able to, and does not, perform any of Tenant’s 10^th and 11^th Floor Initial Work, or Tenant is actually delayed in performing the 10^th and 11^th Floor Initial Work, Tenant shall deliver written notice of such delay or impediment to Landlord (a “Delay Notice”). In the event that: (x) Landlord does not complete or repair such defect within ten (10) business days of Landlord’s receipt of a Delay Notice from Tenant or (y) Tenant is unable to commence or resume the 10^th and 11^th Floor Initial Work within ten (10) business days after Landlord’s receipt of a Delay Notice from Tenant, Tenant shall receive a one day extension of the 10^th and 11^th Floor Minimum Rent Abatement Period for each day from the expiration of such ten (10) business day period, through the earlier of: (i) the date that Landlord completes the applicable repair or otherwise cures the impediment to Tenant’s performance of the 10^th and 11^th Floor Initial Work or (ii) the date that Tenant can or does commence or resume (as applicable) the performance of the 10^th and 11^th Floor Initial Work in any part of the 10^th and 11^th Floor.

(d) The provisions of Subsection 1B of the Original Lease shall not apply to the 10^th and 11^th Floors.

(e) Landlord shall have no liability to Tenant if Landlord is unable to deliver the 10^th and 11^th Floors to Tenant on any specific date for any reason whatsoever and the validity of this Fifth Amendment and the Lease (and the letting of the 10^th and 11^th Floors to Tenant) shall not be impaired thereby; provided, however, that the 10^th and 11^th Floor Commencement Date shall not be deemed to have occurred until the 10^th and 11^th Floors are delivered to Tenant. This subparagraph (e) constitutes “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law and any other law of like import now or hereafter in effect. Notwithstanding the foregoing or anything else to the contrary contained in this Fifth Amendment, in the event that: (x) Landlord does not substantially complete the Primary Fifth Amendment Base Building Work by January 31, 2017 for any reason other than Unavoidable Delays or interference caused by Tenant and (y) Tenant has obtained Permits for the 10^th and 11^th Floor Initial Work and is otherwise ready to commence the 10^th and 11^th Floor Initial Work but is unable to do so, or is actually delayed in performing the 10^th and 11^th Floor Initial Work, as a result of Landlord’s failure to substantially complete the Primary Fifth Amendment Base Building Work by January 31, 2017, the 10^th and 11^th Floor Minimum Rent Abatement Period shall be extended by: (i) one (1) day for each day after the date that Tenant advises Landlord in writing that Tenant has obtained Permits for the 10^th and 11^th Floor Initial Work but is unable to commence the same, or is actually delayed in performing the same, due to Landlord’s failure to timely complete the Primary Fifth Amendment Base Building Work (the “Readiness Notice”) through the earliest to occur of (x) Tenant commencing or resuming the 10^th and 11^th Floor Initial Work, (y) the date that Landlord substantially completes the Primary Fifth Amendment Base Building Work and (z) February 28, 2017 and (ii) provided that Tenant has delivered a Readiness Notice to Landlord and such delay is not a result of Unavoidable Delay or interference by Tenant, two (2) days for each day from and after March 1, 2017 that Landlord has not substantially completed the Primary Fifth Amendment Base Building Work, and Tenant has not otherwise commenced or resumed (as applicable) the

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10^th and 11^th Floor Initial Work. In the event that: (x) Landlord does not substantially complete the Convector Cover Work by March 15, 2017 for any reason other than Unavoidable Delays or interference caused by Tenant and (y) Tenant has obtained Permits for the 10^th and 11^th Floor Initial Work and is otherwise ready to commence the 10^th and 11^th Floor Initial Work but is unable to do so, or is actually delayed in performing the 10^th and 11^th Floor Initial Work as a result of Landlord’s failure to substantially complete the Convector Cover Work, the 10^th and 11^th Floor Minimum Rent Abatement Period shall be extended by one (1) day for each day after the date that Tenant advises Landlord in writing that Tenant has obtained Permits for the 10^th and 11^th Floor Initial Work but is unable to commence the same, or is actually delayed in performing the same, due to Landlord’s failure to complete the Convector Cover Work by March 15, 2017 through the earlier to occur of (x) Tenant commencing or resuming the 10^th and 11^th Floor Initial Work (as applicable) and (y) the date that Landlord substantially completes the Convector Cover Work. Landlord shall substantially complete the Additional Fifth Amendment Base Building Work at its sole cost on or before February 15, 2017.

(f) The definition of “Premises” in Section IIIA of the Lease Information Summary (as revised by Section 2 of the First Amendment, Section 2 of the Second Amendment, and Section 2 of the Third Amendment) is hereby deleted and replaced with the following, “The entire third (3^rd), fourth (4^th), fifth (5^th), sixth (6^th), seventh (7^th), eighth (8^th), ninth (9^th), tenth (10^th) and eleventh (11^th) floors of the Building, as shown cross-hatched on Exhibit 1 annexed hereto and made a part hereof.”

(g) The floor plans attached hereto as Exhibit A shall be deemed to be added to the end of Exhibit 1 of the Lease.

(h) The references to the “Commencement Date” in the following provisions of the Lease shall be deemed to refer to the “10^th and 11^th Floor Commencement Date” with respect to the 10^th and 11^th Floors only: Subsections 1A, 2A, 7C, 10A, 15A(iv), 26B(ii) and 26H(i), and Article 30. Except as specifically set forth herein, the term “Commencement Date” as used in the Lease shall be deemed to refer to the commencement date of the Lease for the Existing Premises (as defined in the First Amendment), the term “Additional Premises Commencement Date” shall be deemed to refer to the commencement date of the Lease with respect to the Additional Premises, as provided in Section 5 of the First Amendment, and the “7^th Floor Commencement Date” shall refer to the commencement date of the Lease with respect to the 7^th Floor Premises, as provided in Section 5 of the Second Amendment, and the term “Expansion Premises Commencement Date” shall be deemed to refer to the commencement date of the Lease with respect to the Expansion Premises, as provided in Section 5 of the Third Amendment.

(i) Landlord represents to Tenant that, as of the 10^th and 11^th Floor Commencement Date, and on the date that Landlord completes the Fifth Amendment Base Building Work, the 10^th and 11^th Floors shall comply with all Legal Requirements applicable to the then-current condition of the 10^th and 11^th Floors.

3. Minimum Rent for the 10^th and 11^th Floors:

(a) The Minimum Rent for the 10^th and 11^th Floors only shall be:

(i) Two Million One Hundred Twenty Three Thousand One Hundred Eighty Four and 96/100 ($2,123,184.96) Dollars per annum ($176,932.08 per month) for the period commencing on the 10^th and 11^th Floor Commencement Date through January 31, 2023;

(ii) Two Million Two Hundred Forty Nine Thousand Two Hundred Four and 96/100 ($2,249,204.96) Dollars per annum ($187,433.75 per month) for the period commencing on February 1, 2023 through and including the Expiration Date.

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(b) Tenant shall pay the first monthly installment of Minimum Rent with respect to the 10^th and 11^th Floors simultaneously with Tenant’s execution of this Fifth Amendment and delivery of the same to Landlord. Such amount shall be applied to the first (1^st) installment of Minimum Rent due for the first calendar month commencing after the expiration of the 10^th and 11^th Floor Minimum Rent Abatement Period.

(c) Notwithstanding anything herein to the contrary, provided that Tenant is not in default under the Lease (as amended) beyond the expiration of any applicable grace, notice and/or cure period, Tenant shall be entitled to a credit against one hundred percent (100%) of the Minimum Rent due for the 10^th and 11^th Floors only for the period from the 10^th and 11^th Floor Commencement Date through February 14, 2018 (as the same may be extended pursuant to the terms of this Fifth Amendment, the “10^th and 11^th Floor Minimum Rent Abatement Period”). The day immediately following the expiration of the 10^th and 11^th Floor Minimum Rent Abatement Period is referred to herein as the “10^th and 11^th Floor Minimum Rent Commencement Date”.

4. 10^th and 11^th Floor Escalations and Additional Rent

(a) “Tenant’s Proportionate Share” with respect to the 10^th and 11^th Floors only, shall mean 19.388%

(b) The “Base Operating Factor” with respect to the 10^th and 11^th Floors only, shall mean the Operating Expenses for the 2017 calendar year.

(c) The “Base Tax Amount” with respect to the 10^th and 11^th Floors only, shall mean the fifty percent (50%) of the sum of: (i) the Taxes due for the New York City fiscal tax year commencing July 1, 2016 and ending June 30, 2017 and (ii) the Taxes due for the New York City fiscal tax year commencing July 1, 2017 and ending June 30, 2018.

(d) For the avoidance of doubt, except as expressly modified by this Fifth Amendment or any of the previous amendments to the Original Lease, all items of Additional Rent described in the Original Lease, including, without limitation, the escalations described in Article 3 of the Original Lease, the condenser water charges described in Subsection 26B(iv) of the Original Lease (if applicable to the 10^th and 11^th Floors), and the electric charges described in Subsection 26H(i) of the Original Lease, shall apply to the 10^th and 11^th Floors, as well as the Fifth Amendment Current Premises. Landlord shall provide: (i) condenser water to the 10^th and 11^th Floors pursuant to the terms and provisions of Subsection 26B(iv) of the Original Lease (if applicable to the 10^th and 11^th Floors) and (ii) electrical energy to the 10^th and 11^th Floors pursuant to the terms and provisions of Subsection 26H of the Original Lease; provided, however, that Tenant shall not be required to pay any items of Additional Rent pursuant to Articles 3 and 26 of the Original Lease (as amended) with respect to the 10^th and 11^th Floors until Landlord has substantially completed the Primary Fifth Amendment Base Building Work.

5. Landlord’s Fifth Amendment Contribution.

(a) Subject to the provisions of this Section 5, Landlord shall contribute an amount up to $2,764,280.00 (“Landlord’s Fifth Amendment Contribution”) toward the cost of the performance of Tenant’s Alterations to prepare the 10^th and 11^th Floors for Tenant’s initial occupancy (the “10^th and 11^th Floor Initial Work”).

(b) Landlord’s Fifth Amendment Contribution shall be disbursed to Tenant in the manner described in Section 16 of the Third Amendment for the disbursement of the Landlord’s Contribution (and any disputes in connection therewith shall be settled pursuant to Section 17 of the Third Amendment), except that in connection with Landlord’s Fifth Amendment Contribution, Section 16 of the Third Amendment shall be deemed to be modified as follows:

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(i) All references to “Landlord’s Contribution” shall be deemed to mean “Landlord’s Fifth Amendment Contribution”.

(ii) All references to “Tenant’s Expansion Initial Work” shall be deemed to mean the “10^th and 11^th Floor Initial Work”.

(iii) The term “Total Contract Cost” shall mean the total contract cost of the 10^th and 11^th Floor Initial Work.

(iv) The reference to the “Expansion Premises Commencement Date” in Section 16(e) shall be deemed to refer to the “10^th and 11^th Floor Commencement Date”.

(c) Tenant acknowledges that $500,000.00 of Landlord’s Fifth Amendment Contribution shall be deemed to be a loan (the “Fifth Amendment Work Loan”), which Tenant must repay to Landlord with interest at a rate of five percent (5%) per annum. Accordingly, commencing on February 15, 2018, Tenant shall pay to Landlord, on the first day of each calendar month thereafter through May 2025, Additional Rent in the amount of $6,80253 as repayment of the Fifth Amendment Work Loan (the “Tenant’s Monthly Loan Payment”). Landlord and Tenant acknowledge that Tenant may prepay any outstanding balance of the Fifth Amendment Work Loan commencing March 1, 2023 (and it is understood and agreed that Tenant shall not be permitted to prepay the outstanding balance of the Fifth Amendment Work Loan prior to such date).

6. Security Deposit.

(a) Subsection V.G. of the Lease Information Summary is deleted and replaced with the following, “Security Deposit: $8,846,604.00”. Within thirty (30) days of the date of this Fifth Amendment, Tenant shall deliver to Landlord an amendment to the Letter of Credit previously delivered to Landlord in connection with the Lease, increasing the amount of the Letter of Credit by $2,041,524.00 (the “Additional Fifth Amendment Security”) from $6,805,080.00 to $8,846,604.00 (the “Fifth Amendment LC Amendment”). Tenant’s failure to timely deliver the Fifth Amendment LC Amendment to Landlord shall be a default under the Lease.

(b) Notwithstanding the foregoing, commencing on July 26, 2020, provided that, and so long as the Security Deposit Reduction Conditions (as defined in the Third Amendment) are satisfied, the Security Deposit due hereunder shall be reduced from $8,846,604.00 to $6,634,953.00. Landlord shall promptly cooperate with Tenant in complying with any reasonable requirements of the Issuing Bank in connection with the reduction of the Security Deposit provided for herein. Each year, from and after January 1, 2021, provided that Tenant has received the Security Deposit reduction described in Section 13 of the Third Amendment (as modified hereby), Tenant shall submit to Landlord, within fifteen (15) days after Landlord’s written request therefor, which request shall be accompanied by a signed Confidentiality Agreement in the form attached to the Third Amendment as Exhibit B, Tenant’s most recent annual and quarterly audited financial statements (or if audited financial statements are not available, Tenant’s most recent annual and quarterly internal financial statements that are certified by a certified public accountant). If, at any time, the Security Deposit Reduction Conditions are not satisfied, Tenant shall be required, upon ten (10) business days’ written notice from Landlord, to restore the Security Deposit to $8,845,604.00. Notwithstanding the foregoing, at any time during the Term (prior to or after January 1, 2021), regardless of whether Tenant receives the Security Deposit reduction, in connection with the sale or refinance of the Building or Landlord’s interest therein, Tenant shall, no more than once per calendar year, within fifteen

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(15) days of Landlord’s written request (which shall be accompanied by a Confidentiality Agreement in the form attached to the Third Amendment as Exhibit B), deliver to Landlord Tenant’s most recent annual and quarterly audited financial statements (or if audited financial statements are not available, Tenant’s most recent annual and quarterly internal financial statements that are certified by a certified public accountant), which financial statements may be delivered by Landlord to any third party lender or prospective purchaser from whom Landlord delivers a Confidentiality Agreement in substantially the form attached to the Third Amendment as Exhibit B (or such other form of Confidentiality Agreement that is reasonably acceptable to Tenant).

7. Assignment and Subleasing.

(a) The provisions of Subsection 12I of the Original Lease shall not apply to any sublease of the 10^th and 11^th Floors for the period from the 10^th and 11^th Floor Commencement Date through January 31, 2021 (the “10^th and 11^th Floor Sublease Period”). To the extent that any sublease of the 10^th and/or 11^th floors of the Building by Tenant is for a term exceeding the 10^th and 11^th Floor Sublease Period, or is for a term occurring after the 10^th and 11^th Floor Sublease Period, Subsection 12I of the Lease shall apply to any part of the sublease term after the expiration of the 10^th and 11^th Floor Sublease Period.

(b) Subsection 12F(vii) of the Original Lease, as previously modified by Section 23 of the First Amendment, Section 19 of the Second Amendment and Section 18 of the Third Amendment, is further amended to substitute the number “eighteen (18)” for the number “fourteen (14)”. In no event shall Tenant be permitted to have more than two (2) subtenants per floor of the Premises.

8. Signs.

(a) Named Tenant shall be permitted to illuminate its Exterior Plaque in a manner that is acceptable to Landlord, in Landlord’s reasonable discretion. Tenant shall pay for the electricity used in connection with such Exterior Plaque illumination pursuant to the provisions of Subsection 26H of the Original Lease.

(b) For so long as Named Tenant occupies at least seven (7) floors of the Building, subject to the provisions of this Section 8(b), Named Tenant shall have the right to install a flag on the existing flagpole at the Building (the “Compass Flag”). The design, dimensions, materials, appearance and colors of the Compass Flag shall be subject to Landlord’s approval, which shall not be unreasonably withheld, delayed or conditioned. Promptly after Tenant notifies Landlord that the Compass Flag is ready to be installed, Landlord shall remove the existing American flag from the flagpole. In the event that any Governmental Agency requires the existing flagpole to be modified or replaced to comply with applicable Legal Requirements: (i) Tenant shall be responsible for performing any required modifications or replacements at its sole cost, in accordance with the provisions of Article 4 of this Lease and (ii) subject to the first sentence of this Section 8(b), Named Tenant shall have the right to install a flag on such replacement flag pole (provided that the design, dimensions, materials, appearance and colors of such replacement flag shall be approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed). In the event that any Governmental Agency issues a violation against the Building in connection with the Compass Flag, or otherwise requires the Compass Flag to be taken off of the flagpole, Tenant shall promptly remove the Compass Flag from the flagpole, and shall indemnify, defend and hold Landlord harmless from and against any fines, penalties or other expenses incurred by Landlord in connection with any such violation.

(c) In the event that Tenant: (i) occupies at least seven (7) floors of the Building, (ii) is required to remove the Compass Flag from the Building pursuant to the provisions of Section 8(b) above, and (iii) has satisfied its obligations set forth in Section 8(b) above in connection the removal of the

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Compass Flag and any violations, fines or other expenses associated therewith, Tenant may install additional signage above the entrance to the office lobby of the Building in the location depicted on Exhibit C attached hereto (the “Additional Doorway Signage”). The size, design, materials, color, general appearance and manner of installation of the Additional Doorway Signage shall be subject to Landlord’s approval, which shall not be unreasonably withheld, delayed or conditioned. Named Tenant’s installation of the Additional Doorway Signage shall be subject to the provisions of Article 4 of the Lease. Tenant acknowledges that Tenant shall not be permitted to have the Additional Doorway Signage at any time that Tenant is permitted to and/or does display the Compass Flag at the Building.

(d) For so long as Named Tenant occupies at least seven (7) floors of the Building, Named Tenant shall have the right, at its sole cost, to install and maintain additional signage inside of the office lobby area of the Building (the “Additional Lobby Signage”). The Additional Lobby Signage, including, without limitation, the size, location, design, materials, color, general appearance and manner of installation thereof, shall be subject to Landlord’s approval, which shall not be unreasonably withheld, delayed or conditioned. Provided that Named Tenant continues to satisfy the applicable occupancy requirements for the Lobby Wall Sign and the Additional Lobby Signage respectively, Named Tenant may modify such signage from time to time during the Term provided that such modifications are approved by Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. Named Tenant’s installation of the Additional Lobby Signage and any modifications to any of Named Tenant’s signage in the office lobby area of the Building, shall be subject to the provisions of Article 4 of the Lease.

(e) For so long as Named Tenant occupies at least seven (7) floors of the Building, Named Tenant shall have the right to install and maintain, at its sole cost, a blade sign on the exterior of the Building of the size and in the location depicted on Exhibit C attached hereto (the “Blade Sign”). Tenant acknowledges that the Blade Sign shall not be longer than two (2) of the façade blocks and shall have a height to depth ratio that is 2:1. Landlord shall permit Tenant to illuminate the Blade Sign in a manner that is reasonably acceptable to Landlord, and the design, materials, appearance and colors of the Blade Sign shall also be subject to Landlord’s approval, which shall not be unreasonably withheld, delayed or conditioned. Tenant shall pay for the electricity used in connection with such Blade Sign illumination pursuant to the provisions of Subsection 26H of the Lease. Named Tenant shall install the Blade Sign, subject to the provisions of Article 4 of the Lease.

(f) Tenant acknowledges that Tenant shall be responsible, at its sole cost, for: (i) maintaining all of Tenant’s interior and exterior signs (including the Compass Flag) at the Building in good condition and repair; (ii) promptly repairing or replacing any of its signage (including the Compass Hag) that becomes damaged during the Term (subject to the provisions of Article 4 and Subsection 31E of the Lease) (unless such damage is caused by Landlord or its agents’ or employees’ negligence or willful misconduct, subject to the provisions of Subsection 9B of the Lease); and (iii) obtaining any permits or approvals required by any Governmental Agency in connection with Tenant’s signage. Tenant further agrees that, prior to the Expiration Date or earlier termination of the Term of the Lease, Tenant shall, at its sole cost and expense, remove all of its signage from the interior and exterior of the Building, and repair any damage caused by such signage or the removal thereof, at Tenant’s sole cost, to Landlord’s reasonable satisfaction. The provisions of this Section 8(f) shall survive the expiration or earlier termination of the Term.

9. Renewal Option.

(a) Provided this Lease is in effect and Tenant is not in default hereunder beyond the expiration of any applicable grace, notice and/or cure periods, either at the time of the exercise of this option or at the time of the commencement of the Renewal Term, Tenant shall have the option to renew the initial term for one (1), five (5) year renewal term (the “Renewal Term”) upon the same terms as in this Lease

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(including items of Additional Rent and escalations), except that (i) the Minimum Rent during the Renewal Term shall be determined as provided below, (ii) the Base Operating Factor for the entire Premises (ie., the 10^th and 11^th Floors and the Fifth Amendment Current Premises) shall mean the Operating Expenses for the 2025 calendar year, (iii) the Base Tax Amount for the entire Premises (ie., the 10^th and 11^th Floors and the Fifth Amendment Current Premises) shall mean the Taxes due for the New York City fiscal tax year commencing July 1, 2025 and ending June 30, 2026 and (iv) Tenant shall have no right to renew the Term of the Lease for any period beyond the Renewal Term. Tenant shall exercise its option with respect to the Renewal Term, if at all, by giving written notice to Landlord on or before February 28, 2024. The failure by Tenant to duly give notice of its exercise of its right to renew the Term shall be deemed a waiver of such right. Upon Landlord’s receipt of such notice from Tenant, this Lease, subject to the provisions of this Article, shall be automatically extended for the Renewal Term with the same force and effect as if the Renewal Term had been originally included in the Term. The Minimum Rent during the Renewal Term shall be the fair market Minimum Rent as determined pursuant to the provisions hereof, by arbitration or by agreement of Landlord and Tenant as of the commencement of the Renewal Term. Landlord shall not be responsible for any fees or commissions due to any broker or other agent with which Tenant has had dealings in connection with the Renewal Term unless otherwise agreed to in writing by Landlord and Tenant shall indemnify, defend and hold Landlord harmless from and against any and all loss, cost, liability and expense arising out of any claim made by any of such brokers or agents. The renewal option set forth herein may only be exercised by the Named Tenant.

(b) Provided that Tenant has exercised the option as provided in Section 9(a) above, on or before February 28, 2024, Landlord shall send a notice (the “Landlord’s Notice”) to Tenant of Landlord’s estimate of the fair market Minimum Rent for the Premises for the Renewal Term (the “Landlord’s Estimate”). If Tenant does not object to the Landlord’s Estimate by written notice to Landlord within thirty (30) days following Landlord’s Notice, then Tenant shall be deemed to have accepted Landlord’s Estimate and such amount shall be deemed to be the Minimum Rent for the Renewal Term. If Tenant objects to Landlord’s Estimate within the required thirty (30) day period, Landlord and Tenant shall attempt to agree upon the Minimum Rent to be paid during the Renewal Term. In the event that by January 31, 2025, Landlord and Tenant shall not have agreed upon the Minimum Rent for the Renewal Term, such dispute shall be submitted to arbitration in accordance with the provisions of Section 9(f) below, and the arbitrators shall determine the Minimum Rent for the Renewal Term.

(c) If upon the commencement of the Renewal Term the Minimum Rent to be paid by Tenant during such Renewal Term shall not have been determined, Tenant shall, effective as of the commencement of the Renewal Term, pay as Minimum Rent the amount estimated by Landlord as the appropriate Minimum Rent for the Premises during the Renewal Term as set forth in Landlord’s Notice, subject to adjustment upon determination of such Minimum Rent. Upon the determination of the Minimum Rent, Tenant shall promptly pay to Landlord any underpayment of Minimum Rent by Tenant since the beginning of the Renewal Term. In the event of any overpayment of such Minimum Rent by Tenant since the beginning of the Renewal Term, Tenant shall receive a credit against the Minimum Rent next due under this Lease in the amount of such overpayment.

(d) Nothing contained herein shall affect Tenant’s obligation to pay Additional Rent under this Lease. In determining the Minimum Rent, the Base Tax Amount and the Base Operating Factor for the Renewal Term, all relevant factors (whether favorable to Landlord or Tenant), including the amount of Additional Rent then being paid by Tenant on account of any escalations shall be taken into account.

(e) Any termination, cancellation or surrender of this Lease shall terminate any right of renewal for the Renewal Term. Neither the option granted to Tenant in this Lease to renew the Term nor the exercise of any such option by Tenant, shall prevent Landlord from exercising any option or right granted or reserved to Landlord in this Lease or that Landlord may otherwise have to terminate this Lease.

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Any termination of this Lease shall serve to terminate any renewal of the Term and any right of Tenant to any such renewal, whether or not Tenant shall have exercised such option to renew. No option granted to Tenant to renew the Term shall be deemed to give Tenant any further option to renew or extend beyond the Renewal Term.

(f) This Section (f) shall apply only to the determination of Minimum Rent for the Renewal Term and shall not be deemed to apply to any other determination or dispute arising out of this Lease. In determining the Minimum Rent for the Renewal Term by arbitration, the following procedures shall apply:

(i) The party invoking the arbitration procedure shall give a notice (the “Arbitration Notice”) to the other party, stating that the party sending the Arbitration Notice desires to meet within ten (10) days to attempt to agree on a single arbitrator to determine the matter in dispute (the “Arbitrator”). If Landlord and Tenant have not agreed on the Arbitrator within twenty (20) days after the giving of the Arbitration Notice, then either Landlord or Tenant, on behalf of both, may apply to the local office of the American Arbitration Association or any organization which is the successor thereof (the “AAA”) for appointment of the Arbitrator, or, if the AAA shall not then exist or shall fail, refuse or be unable to act such that the Arbitrator is not appointed by the AAA within thirty (30) days after application therefor, then either party may apply to the appropriate court having jurisdiction over the matter (the “Court”) for the appointment of the Arbitrator and the other party shall not raise any question as to the Court’s full power and jurisdiction to entertain the application and make the appointment. The date on which the Arbitrator is appointed, by the agreement of the parties, by appointment by the AAA or by appointment by the Court, is referred to herein as the “Appointment Date”. If any Arbitrator appointed hereunder shall be unwilling or unable, for any reason, to serve, or to continue to serve, a replacement arbitrator shall be appointed in the same manner as the original Arbitrator.

(ii) The arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the AAA, modified as follows:

(a) The Arbitrator shall be disinterested and impartial, shall not be affiliated with Landlord or Tenant (and shall not have previously been employed by Landlord or Tenant) and shall be an MAI appraiser with at least ten (10) years’ experience in the determination of fair market rentals in first class office buildings located in the borough of Manhattan, City of New York.

(b) Before hearing any testimony or receiving any evidence, the Arbitrator shall be sworn to hear and decide the controversy faithfully and fairly by an officer authorized to administer an oath and a written copy thereof shall be delivered to Landlord and Tenant.

(c) Within thirty (30) days after the Appointment Date, Landlord and Tenant shall deliver to the Arbitrator a copy of their respective written determinations of the Minimum Rent (each, a “Determination”), together with such affidavits, appraisals, reports and other written evidence relating thereto as the submitting party deems appropriate. After the submission of the Determination, the submitting party may not make any additions to or deletions from, or otherwise change, the Determination or the affidavits, appraisals, reports and other written evidence delivered therewith. If either party fails to so deliver its Determination within such time period, time being of the essence with respect thereto, such party shall be deemed to have irrevocably waived its right to deliver a Determination and the Arbitrator shall accept the Determination of the submitting party. If each party submits a Determination within the thirty (30) day period described above, the Arbitrator shall, promptly after its receipt of the second Determination, deliver a copy of each party’s Determination to the other party.

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(d) If the matter in dispute has not been determined pursuant to subparagraph (c) above, then not less than three (3) days nor more than fifteen (15) days after the earlier to occur of (A) the expiration of the thirty (30) day period provided for in subparagraph (c) above, or (B) the Arbitrator’s receipt of both of the Determinations from the parties, THE ARBITRATOR SHALL BE INSTRUCTED, AND SHALL BE EMPOWERED ONLY, TO SELECT AS THE RESOLUTION TO THE DISPUTE THAT ONE OF THE DETERMINATIONS WHICH THE ARBITRATOR BELIEVES IS THE MORE ACCURATE DETERMINATION OF SUCH AMOUNT. Without limiting the generality of the foregoing, in rendering his or her decision, the Arbitrator shall not add to, subtract from or otherwise modify the provisions of this Lease or either of the Determinations.

(e) The Arbitrator shall render his or her determination as to the selection of a Determination in a signed and acknowledged written instrument which sets forth the rationale for the conclusion reached with respect to such determination, original counterparts of which shall be sent simultaneously to Landlord and Tenant, within ten (10) days after his or her determination of the dispute.

(iii) Each party shall pay its own fees and expenses relating to the arbitration. Each party shall pay one half (¹⁄₂) of the fees and expenses of the AAA and of the Arbitrator.

10. Building Security System and Communications.

(a) Each of Landlord and Tenant agree that it will cooperate with the other to synchronize Tenant’s security system with the Building’s security system as soon as reasonably possible. Landlord shall pay the reasonable cost of such synchronization.

(b) Landlord and Tenant shall coordinate a training session during Ordinary Building Hours for the use of the Building engines system for maintenance requests. Landlord shall make the appropriate Building personnel, and Tenant shall make the appropriate operations personnel, reasonably available for such training session.

11. Freight Elevator. Landlord shall permit the Tenant to use the freight elevator for up to fifty-six (56) hours (which shall be used in minimum four (4) hour increments) during Overtime Periods, free of charge, for Tenant’s initial move-in to the 10^th and 11^th Floors. Additionally, Tenant shall be permitted to use the freight elevator during Ordinary Building Hours at no charge (but subject to the provisions of Subsection 26A of the Lease) in connection with the 10^th and 11^th Floor Initial Work).

12. Radiator Maintenance. Landlord shall perform regular radiator inspections and maintenance on a semi-annual basis. Landlord shall deliver to Tenant a schedule for such inspections and maintenance to Tenant no less than thirty (30) days prior to the commencement of such semi-annual maintenance.

13. Broker. Tenant represents and warrants that Tenant has dealt with no broker in connection with this Fifth Amendment, other than RFR Realty LLC and Cushman & Wakefield, Inc. (collectively, the “Broker”), and that insofar as Tenant knows no broker other than the Broker negotiated this Fifth Amendment or is entitled to any commission in connection therewith, and the execution and delivery of this Fifth Amendment by Landlord shall be conclusive evidence that Landlord has relied upon the foregoing representation and warranty. Landlord represents and warrants that Landlord has dealt with no broker in connection with this Fifth Amendment other than the Broker, and that insofar as Landlord knows no broker other than the Broker negotiated this Fifth Amendment or is entitled to any commission in connection therewith, and the execution and delivery of this Fifth Amendment by Tenant shall be conclusive evidence that Tenant has relied upon the foregoing representation and warranty. Landlord shall pay any commission due to the Broker in connection with this Fifth Amendment pursuant to a separate written agreement. This Section 13 shall survive the expiration or earlier termination of the Lease.

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14. Fire Stairwells. Subsection 31N of the Original Lease (as previously modified by Section 38 of the First Amendment, Section 26 of the Second Amendment and Section 21 of the Third Amendment) is deleted in its entirety and replaced with the following:

“Tenant shall have the right to use the fire stairwells adjacent to the Fifth Amendment Current Premises and the 10^th and 11^th Floors (and between the Fifth Amendment Current Premises and the 10^th and 11^th Floors) as internal circulation stairs subject to any applicable Legal Requirements. Tenant may make code-compliant security and aesthetic Alterations within the fire stairwells with Landlord’s prior review and approval (which approval shall not be unreasonably withheld, delayed or conditioned), and otherwise subject to the provisions of Article 4 of this Lease. Tenant may install, at its own expense, a card access system to each floor of the Premises, in accordance with the applicable provisions of this Lease and applicable Legal Requirements.”

15. Roof Terrace.

(a) Modifying the provisions of Subsection 31I of the Original Lease, Section 35 of the First Amendment and Section 25 of the Third Amendment, Tenant shall be entitled to three (3) additional, Additional Roof Terrace Events per twelve (12) month period during the Term. In no event shall Tenant be entitled to have more than six (6) total exclusive events (including both the Annual Roof Exclusive and the Additional Roof Terrace Events) on the Roof Terrace per Roof Season without payment of a license or other usage fee in connection therewith (provided that Tenant acknowledges that Tenant shall be required to reimburse Landlord, as Additional Rent, for Landlord’s reasonable costs of providing necessary Building staff (security, building engineer, etc.) during Overtime Periods required in connection with Tenant’s exclusive events (collectively, “Event Costs”)). In connection with any exclusive events on the Roof Terrace in excess of the six (6) exclusive events described above, Tenant shall be required to pay Landlord’s standard license or usage fee in connection therewith, in addition to the Expense Costs.

(b) Landlord shall, at Landlord’s sole cost and expense, provide and maintain two (2) sun shade umbrellas for the Roof Terrace, which umbrellas shall be approximately eight (8’) feet in diameter, on or before April 1, 2017, subject to delays caused by Tenant or any Tenant Party. Tenant shall have the right to provide and maintain additional umbrellas and/or other furniture or equipment on the Roof Terrace (“Additional Roof Furnishings”), which shall be subject to Landlord’s approval, in Landlord’s sole discretion. Tenant acknowledges that: (i) any Additional Roof Furnishings must be commercial quality and appropriately weighted for safe use on the Roof Terrace; (ii) Tenant shall be responsible for removing and storing such Additional Roof Furnishings during periods outside of the Roof Season, at its sole cost (and in compliance with all Rules and Regulations regarding moving Tenant’s personal property in and about the Building); (iii) any Additional Roof Furnishings may be used by any other party that is entitled to the use of the Roof Terrace; (iv) Landlord shall have no liability to Tenant in connection with any damage to or loss of the Additional Roof Furnishings; and (v) Tenant shall indemnify, defend and hold Landlord harmless from and against any claims arising from or in connection with the Additional Roof Furnishings, or any damage to property (including the Building) or injury to persons in connection therewith.

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(c) Landlord hereby consents to Tenant’s installation of a WIFI access point on the Roof Terrace for the use of Tenant and its employees and guests, provided that the actual installation thereof shall be subject to the provisions of Subsection 261 and Article 4 of the Lease (including, without limitation, the requirement that Tenant obtain Landlord’s consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed).

16. Miscellaneous.

(a) Except as specifically set forth in this Fifth Amendment, the Lease and all covenants, agreements, terms and conditions thereof remain in full force and effect, and are, in all respects, ratified and confirmed.

(b) The covenants, agreements, terms and conditions contained in this Fifth Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and, except as may be otherwise provided in the Lease as hereby supplemented, their respective assigns.

(c) This Fifth Amendment may not be changed or terminated orally but only by an agreement in writing signed by the party against which enforcement of any waiver, change, termination, modification or discharge is sought.

[SIGNATURE PAGE TO FOLLOW.]

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Fifth Amendment of Lease as of the date first above written.

90 FIFTH OWNER LLC, Landlord
By:	/s/ Thomas L. Lavin
	Name: Thomas L. Lavin
	Title: Vice President
URBAN COMPASS, INC., Tenant
By:	/s/ David Snider
	Name: David Snider
	Title: Chief Financial Officer

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EXHIBIT A

FLOOR PLAN OF THE 10^TH AND 11^TH FLOORS

THIS IS A SCHEMATIC PLAN AND IS INTENDED ONLY TO SHOW THE PROPOSED GENERAL LAYOUT OF THE 10^TH AND 11^TH FLOORS. ALL MEASURES, DISTANCES AND DIMENSIONS ARE APPROXIMATE AND NOT TO SCALE. THE DEPICTIONS HEREON DO NOT CONSTITUTE A WARRANTY OR REPRESENTATION OF ANY KIND.

(Please see attached.)

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90 Fifth Avenue Floor 10 For complete listing, visit www.rfrspace.com Not to Scale. All dimensions and conditions are approximate

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

90 Fifth Avenue Floor 11 For complete listing, visit www.rfrspace.com Not to Scale. All dimensions and conditions are approximate

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

EXHIBIT B

FIFTH AMENDMENT BASE BUILDING WORK

Landlord shall, at its expense, perform the following work and installations in the 10^th and 11^th Floors prior to January 31, 2017 (the “Primary Fifth Amendment Base Building Work”):

• The fan coil units will be delivered in good working condition (Tenant acknowledges, however, that the convector covers will not be installed by January 31, 2017, but will be installed by Landlord promptly after the same are received. The substantial completion of the Primary Fifth Amendment Base Building Work will not be deemed to be affected by the installation of the convector covers. The installation of the convector covers over the fan coil units is referred to in this Fifth Amendment as the “Convector Cover Work”).

• Landlord shall make available a reasonable number of connection points and tie-ins to connect the 10^th and 11^th Floors to the Building’s Class-E fire system.

• Windows will be delivered in good working order.

• Drywall the perimeter and the core walls up to the ceiling.

• Patch the ceiling.

• Install a submeter or submeters to measure Tenant’s electrical consumption in the 10^th and 11^th Floors.

• Deliver to Tenant Landlord’s ACP-5 for the 10^th and 11^th Floors for Tenant’s records.

• Any Hazardous Substances existing in the 10^th and 11^th Floors as of the date hereof shall be removed or otherwise remediated in accordance with applicable Legal Requirements;

• Deliver new, ADA compliant men’s and women’s restrooms on the 10^th and 11^th Floors (it being understood that there will be no separate, ADA compliant restrooms on the 10^th and 11^th Floors). Finishes in the new restrooms shall be substantially similar to the finishes in the other restrooms in the Premises.

Landlord shall, at its expense, perform the following work and installations in the Building prior to February 15, 2017 (the “Additional Fifth Amendment Base Building Work”):

• Repair elevator buttons inside of elevator cabs, as needed.

• Install grip tape on stairwell steps.

• Patch and repair all damage to the ceilings in the Premises related to radiator leaks.

• Repaint bathroom doors in the Premises.

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EXHIBIT C

BLADE SIGN AND ADDITIONAL DOORWAY SIGNAGE RENDERING

(Please see attached)

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Version 1 Blade Sign Dimensions TBD 1:2 ration (Width to Height), Max height, 2 facecode section

Confidential Treatment Requested by Compass, Inc.

Pursuant to 17 C.F.R. Section 200.83

SIXTH AMENDMENT OF LEASE

SIXTH AMENDMENT OF LEASE (this “Sixth Amendment”) made as of this 8 day of July 2020, by and between 90 FIFTH OWNER LLC, having an office c/o RFR Realty LLC, 390 Park Avenue, New York, New York 10022 (“Landlord”), and URBAN COMPASS, INC., D/B/A COMPASS, having an office at 90 Fifth Avenue, New York, New York 10011 (“Tenant”).

W I T N E S S E T H :

WHEREAS, Landlord and Tenant have previously entered into an Agreement of Lease, dated as of July 23, 2014 (the “Original Lease”), which Original Lease was amended by First Amendment of Lease dated as of October 6, 2014 (the “First Amendment”), Second Amendment of Lease dated as of April 9, 2015 (the “Second Amendment”), Third Amendment of Lease dated as of October 26, 2015 (the “Third Amendment”), Fourth Amendment of Lease dated as of March 10, 2016 (the “Fourth Amendment”) and Fifth Amendment of Lease dated as of February 21, 2017 (the “Fifth Amendment”, and together with the Original Lease, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and the Fifth Amendment, the “Lease”) pursuant to which Landlord leased to Tenant and Tenant did hire from Landlord the entire 3^rd, 4^th, 5^th, 6^th, 7^th, 8^th, 9^th, 10^th and 11^th floors (as more particularly described in the Lease, the “Premises”), in the building known as 90 Fifth Avenue, New York, New York (the “Building”), upon and subject to all of the terms, covenants and conditions as are more particularly described in the Lease; and

WHEREAS, the parties hereto desire to modify and amend the Lease in certain respects as provided herein.

NOW, THEREFORE, in consideration of these premises and the mutual covenants hereinafter contained, the parties hereto agree as follows:

1. Definitions. All terms not otherwise defined herein shall have the meanings assigned to them in the Lease.

2. Rent Deferral.

(a) Subject to the provisions of this Amendment, $1,126,534.80 of the Minimum Rent due under the Lease (the “Deferred Rent”) shall be deferred (the “Rent Deferral”). The Deferred Rent shall be applied in three (3) increments as follows:

(i) $372,011.04 (which amount is fifty percent [50%]) of the Minimum Rent due for the month of May 2020) shall be applied to Tenant’s Minimum Rent due for the month of May 2020;

(ii) $377,261.88 (which amount is fifty percent [50%]) of the Minimum Rent due for the month of June 2020) shall be applied to Tenant’s Minimum Rent due for the month of June 2020; and

(iii) $377,261.88 (which amount is fifty percent [50%]) of the Minimum Rent due for the month of July 2020) shall be applied to Tenant’s Minimum Rent due for the month of July 2020.

(iv) The period commencing May 1, 2020 and ending July 31, 2020 is sometimes referred to herein as the “Deferral Period”.

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(b) The Deferred Rent shall be repaid to Landlord, as Additional Rent, in equal monthly installments of $93,877.90 (the “Deferred Rent Repayments”), which shall be due and payable together with the monthly installments of Minimum Rent due for each month for the period starting August 1, 2020 through July 31, 2021 (the “Repayment Period”).

(c) The Rent Deferral is expressly conditioned upon Tenant’s paying all Minimum Rent and Additional Rent due under the Lease (including, without limitation, the Deferred Rent Repayments), in a timely fashion. In the event that Tenant does not (i) timely pay the Minimum Rent or Additional Rent due under the Lease two (2) or more times during the Deferral Period or during the Repayment Period, or (ii) there exists any other default (after any required notice and beyond the expiration of any applicable grace or cure period), in addition to any other remedies available to Landlord under the Lease or at law, the Deferred Rent shall be immediately repaid to Landlord, with interest thereon from the date that the same would have been due pursuant to the Lease (without giving effect to this Sixth Amendment) at the Interest Rate.

(d) In the event the Rent Deferral is terminated as set forth in Section 2(c) above, Landlord shall be entitled to pursue all remedies available to it for non-payment of Rent (including, without limitation, the Deferred Rent) as set forth in the Lease, in this Sixth Amendment and pursuant to law.

3. Security Deposit. Landlord and Tenant agree that, notwithstanding the terms of Section 6(b) of the Fifth Amendment, Tenant’s Security Deposit will not be reduced from $8,846,604.00 to $6,634,953.00 on July 26, 2020, but rather, such reduction will be postponed until the later of the date that: (i) all of the Deferred Rent Repayments have been made by Tenant to Landlord; and (ii) all of the Security Deposit Reduction Conditions have been satisfied. For the sake of clarity, the Rent Deferral pursuant to Section 2(a) hereof shall not constitute a breach of the Security Deposit Reduction Conditions.

4. Miscellaneous.

(a) Except as modified by this Sixth Amendment, the Lease and all covenants, agreements, terms and conditions thereof shall remain in full force and effect and are hereby in all respects ratified and confirmed.

(b) The covenants, agreements, terms and conditions contained in this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and, except as may be otherwise provided in the Lease as hereby supplemented, their respective assigns.

(c) This Sixth Amendment may not be changed or terminated orally but only by an agreement in writing signed by the party against which enforcement of any waiver, change, termination, modification or discharge is sought.

(d) Tenant acknowledges that the terms and conditions of this Sixth Amendment are to remain confidential for Landlord’s benefit, and may not be disclosed by Tenant to anyone, by any manner or means, directly or indirectly, without Landlord’s prior written consent, except to Tenant’s employees, accountants, attorneys and other professional advisors who need to know the terms and conditions of this Sixth Amendment in order for Tenant to satisfy its obligations hereunder and who have been advised of the confidential nature hereof. The consent by Landlord to any disclosures shall not be deemed to be a waiver on the part of Landlord of any prohibition against any future disclosure.

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(e) This Sixth Amendment may be executed in one (1) or more counterparts, each of which counterpart shall be deemed an original and all of which together shall constitute a single instrument. Electronic signatures or handwritten signatures to this Sixth Amendment transmitted by telecopy or electronic transmission (for example, through use of a Portable Document Format or “PDF” file) shall be valid and effective to bind the party so signing.

[SIGNATURE PAGE TO FOLLOW.]

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Sixth Amendment of Lease as of the date first above written.

90 FIFTH OWNER LLC, Landlord
By:	/s/ Thomas Lavin
	Name:	Thomas Lavin
	Title:	Vice President
URBAN COMPASS, INC., Tenant
By:	/s/ Rhoda Rahaii
	Name:	Rhoda Rahaii
	Title:	Authorized Signatory

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