EX-99.(B)(II) 2 ny20040790x19_exbii.htm EXHIBIT (B)(II)

Exhibit (b)(ii)

March 17, 2025

Casago Holdings, LLC
15475 N Greenway Hayden Loop, Suite B2
Scottsdale, AZ 85260-1616
Attention: Joseph Riley
Email: joseph@patriotfamilyhomes.com

Re: Amendment No. 1 to the Equity Commitment Letter

Ladies and Gentlemen:

Reference is made to (1) the Agreement and Plan of Merger, dated as of December 30, 2024, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of the date hereof (as may be further amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Casago Holdings, LLC, a Delaware limited liability company (“Parent”), Vista Merger Sub II Inc., a Delaware corporation and wholly owned Subsidiary of Parent, Vista Merger Sub LLC, a Delaware limited liability company and wholly owned Subsidiary of Parent, Vacasa, Inc., a Delaware corporation (the “Company”) and Vacasa Holdings LLC, a Delaware limited liability company, and (2) the Equity Commitment Letter, dated as of December 30, 2024 by and between Roofstock, Inc., a Delaware corporation (“Roofstock”), MHRE STR II, LLC, a Delaware limited liability company (“Miramar”), TRT Investors 37, LLC, a Texas limited liability company (“TRT”), and Parent (together with Roofstock, Miramar and TRT, the “Parties”). Capitalized terms used in this letter agreement (this “Amendment”) and not defined herein shall have the meanings ascribed to them in the Equity Commitment Letter.

WHEREAS, pursuant to Section 4(b) of the Equity Commitment Letter, the Equity Commitment Letter may be modified or amended pursuant to a written agreement signed by the by each of the Parties and the Company, each of which has duly executed this Amendment.

NOW, THEREFORE, the Parties and the Company agree to amend the Equity Commitment Letter as follows:


1.
References. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this letter” and each other similar reference contained in the Equity Commitment Letter shall, from and after the execution of this Amendment, refer to the Equity Commitment Letter as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Equity Commitment Letter, as amended hereby, shall in all instances continue to refer to December 30, 2024, and references to “the date hereof” and “the date of this letter” shall continue to refer to December 30, 2024.


2.
Amendment to Section 1. Section 1 of the Equity Commitment Letter is hereby amended by deleting the words “and Section 4.7 of the Agreement” that appear therein.


3.
Amendments to Annex A. The table set forth on Annex A of the Equity Commitment Letter is hereby deleted and replaced in its entirety as set forth below:

 
Equity Investor
Commitment Amount
 
 
TRT Investors 37, LLC
U.S. $43,300,000
 
 
MHRE STR II, LLC
U.S. $43,300,000
 
 
Roofstock, Inc.
U.S. $40,000,000
 
 
Total:
U.S. $126,600,000
 


4.
Special Committee Approval. Pursuant to Section 9.10 of the Merger Agreement, the Company hereby represents and warrants to the Parties that the Special Committee (as defined in the Merger Agreement) has consented to the execution, and the performance by the Company, of this Amendment.


5.
Effectiveness. This Amendment shall be effective and binding and the Equity Commitment Letter shall be deemed amended upon its execution by the parties and the Company. Except as expressly amended by Section 1 of this Amendment, all terms and provisions of the Equity Commitment Letter shall be unmodified and remain in full force and effect. On and after the date hereof, each reference to the Equity Commitment Letter shall mean and be a reference to the Equity Commitment Letter as amended hereby, and this Amendment and the Equity Commitment Letter shall be read together and construed as a single instrument.


6.
Other Miscellaneous Terms. The provisions contained in Section 4 and Sections 9 through 14 of the Equity Commitment Letter are incorporated by reference in this Amendment mutatis mutandis.

[Signature page follows.]
2


IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Amendment as of the date first set forth above.

 
ROOFSTOCK, INC.
       
 
By:
/s/ Gary Beasley
   
Name:
Gary Beasley
   
Title:
Chief Executive Officer
       
       
 
MHRE STR II, LLC
       
 
By: MHRE Partners, LP
 
a Delaware limited liability company
 
its General Partner
       
 
By:
/s/ Gary Beasley
   
Name:
Gary Beasley
   
Title:
Chief Executive Officer
       
       
 
TRT INVESTORS 37, LLC
       
 
By:
/s/ Paul A. Jorge
   
Name:
Paul A. Jorge
   
Title:
Vice President and Secretary
       
       
 
CASAGO HOLDINGS, LLC
       
 
By:
/s/ Joseph Riley
   
Name:
Joseph Riley
   
Title:
President
       
       
 
VACASA, INC.
       
 
By:
/s/ Robert Greyber
   
Name:
Robert Greyber
   
Title:
Chief Executive Officer


[Signature Page to Amendment to the Equity Commitment Letter]