Exhibit 10.2


 


JOINDER AND REAFFIRMATION AGREEMENT


 


JOINDER AND REAFFIRMATION AGREEMENT, dated
as of August 12, 2020 (this “Agreement”), among ANGI Homeservices Inc., a Delaware Corporation (the “Existing
Borrower”), ANGI Group, LLC, a Delaware limited liability company (the “Successor Borrower”), each
of the subsidiaries of the Borrower set forth on Schedule 1 hereto (the “Reaffirming Parties”), and JPMORGAN
CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) for the Lenders under the Credit Agreement
referred to below and as collateral agent (the “Collateral Agent”) for the Secured Parties.


 


WITNESSETH:


 


WHEREAS, reference is hereby made to that
certain Amended and Restated Credit Agreement, dated as of November 5, 2018 (as may be further amended, restated, extended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among the Existing Borrower, the Lenders,
the Administrative Agent and the other parties thereto;


 


WHEREAS, pursuant to the Contribution and
Assignment and Assumption Agreement, dated as of the date hereof, between the Existing Borrower and the Successor Borrower and
attached as Exhibit A hereto, the Existing Borrower has contributed to the Successor Borrower the assets set forth therein,
including the equity interests in all or substantially all of the Existing Borrower’s direct subsidiaries and certain intercompany
receivables (the “Contribution”);


 


WHEREAS, Section 6.03(vi) of the
Credit Agreement expressly permits the Contribution, subject to the terms and conditions set forth therein;


 


WHEREAS, pursuant to Section 6.03(vi)
of the Credit Agreement, in connection with the Contribution, the Successor Borrower is required to expressly assume all the obligations
of the Existing Borrower under the Credit Agreement and the Loan Documents to which the Existing Borrower is a party, and the Successor
Borrower will succeed to, and be substituted for, and may exercise every right and power of, the Existing Borrower under the Loan
Documents; and


 


WHEREAS, pursuant to Section 6.03(vi)(B)
of the Credit Agreement, in connection with the Contribution, each Loan Party is required to reaffirm all of its obligations under
the Loan Documents to which it is a party.


 


NOW, THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto
hereby agree as follows:


 


		1.	Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.



 


		2.	Assumption and Joinder of Agreements and Obligations. Effective as of the Effective Date (as defined below), the Successor
Borrower hereby becomes a party to the Credit Agreement, the Security Agreement and each other Loan Document to which the Existing
Borrower is a party and expressly assumes, confirms and agrees to perform and observe all of the obligations (including, without
limitation, all obligations in respect of the Loans), covenants, agreements, terms, conditions, duties and liabilities of the “Borrower”
and a “Pledgor” (as applicable) thereunder and with respect thereto, with the same force and effect as if originally
named therein as the “Borrower” or a “Pledgor” (as applicable). Without limiting the generality of the
foregoing, the Successor Borrower (i) hereby grants to the Collateral Agent for the benefit of the Secured Parties a security interest
in all Collateral owned by it to secure the Obligations and (ii) hereby agrees to take all actions required under the Security
Agreement to perfect the Liens on the Collateral owned by the Successor Borrower. The information set forth in Schedule 2 hereto
is hereby added to the information set forth in the Schedules to the Security Agreement.



 






     


     


    

 


		3.	Release of Existing Borrower. The Existing Borrower is hereby released from the obligation to pay the principal of and
interest on the Loans and all of the Existing Borrower’s other obligations and covenants under the Credit Agreement, the
Security Agreement, and the other Loan Documents.



 


		4.	Representations and Warranties. The Successor Borrower represents and warrants to each
of the Lenders that as of the Effective Date:



 


		(a)	The Successor Borrower is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is
qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except, in each
case, where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect.



 


		(b)	This Agreement has been duly authorized by all necessary corporate or other organizational action
by the Successor Borrower. This Agreement has been duly executed and delivered by the Successor Borrower.



 


		(c)	This Agreement, the Credit Agreement and each other Loan Document to which it is a party constitutes
a legal, valid and binding obligation of the Successor Borrower, enforceable against the Successor Borrower in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights
or remedies generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or
at law.



 


		(d)	After giving effect to the Contribution and this Agreement, to the extent
required pursuant to the terms of the Collateral Documents and the Credit Agreement, the Collateral owned by the Successor Borrower
will be subject to a Lien in favor of the Collateral Agent.



 


		(e)	The Contribution has occurred or will occur substantially concurrently with the delivery of this
Agreement.



 


		(f)	The Successor Borrower is in compliance with Section 6.10 of the Credit Agreement on a pro forma
basis after giving effect to the Contribution and this Agreement.



 


		(g)	After giving effect to the Contribution and this Agreement, no Default or
Event of Default has occurred and is continuing.



 


		(h)	After giving effect to the Contribution and this Agreement, the representations and warranties of each Loan Party set forth
in the Credit Agreement and the Security Agreement are true and correct in all material respects (except to the extent that any
such representation and warranty is qualified by materiality or Material Adverse Effect, in which case such representation and
warranty shall be true and correct in all respects) as of the Effective Date, except to the extent that any such representation
and warranty relates to an earlier date (in which case such representation and warranty shall have been true and correct in all
material respects (except to the extent that any such representation and warranty is qualified by materiality or Material Adverse
Effect, in which case such representation and warranty shall be true and correct in all respects) as of such earlier date.



 






     


     


    

 


(i)        The
Contribution complies with the Credit Agreement.


 


		5.	Effectiveness. This Agreement shall become effective on the date (such
date, if any, the “Effective Date”) that the following conditions have been satisfied:



 


		(a)	the Administrative Agent shall have received a counterpart of this Agreement
executed by the Borrower, the Successor Borrower and each of the other Loan Parties;



 


		(b)	the Administrative Agent shall have received a certificate of the Successor Borrower substantially
in the form of Exhibit E to the Credit Agreement, including all annexes, exhibits and other attachments thereto;



 


		(c)	the Administrative Agent shall have received an opinion of counsel covering such matters, and
in a form, substantially the same as previously provided to the Administrative Agent under Section 4.01(b) of the Credit Agreement
to the extent applicable; and



 


		(d)	the Borrower shall have provided any documentation and other information about the Successor Borrower as shall have been reasonably
requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required
by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including
Title III of the Act.



 


		6.	Amendment to Loan Documents. All references to the “Borrower” in the Credit Agreement, the Security Agreement,
the Guarantee Agreement, and any of the other Loan Documents shall be deemed to refer to the Successor Borrower, and are hereby
amended to give effect to the terms of this Agreement, but only to the extent, necessary to give effect to the terms of this Agreement.
Except as expressly set forth herein, (i) this Agreement shall not by implication or otherwise limit, impair, constitute a waiver
of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agent, in each case under
the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement
or any other Loan Document. This Agreement shall constitute a Loan Document for purposes of the Credit Agreement and from and after
the Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall,
unless expressly provided otherwise, refer to the Credit Agreement after giving effect to this Agreement.



 


		7.	Reaffirmation of Loan Documents. Each Reaffirming Party hereby acknowledges its receipt
of a copy of this Agreement and its review of the terms and conditions hereof and consents to the terms and conditions of this
Agreement and the transactions contemplated hereby. Each Reaffirming Party hereby (a) affirms and confirms its guarantees and other
commitments under the Guarantee Agreement, as amended hereby, and (b) agrees that the Guarantee Agreement, as amended hereby, is
in full force and effect and shall accrue to the benefit of the Secured Parties to guarantee the Obligations after giving effect
to this Agreement. The Successor Borrower and each Reaffirming Party hereby (a) affirms and confirms its pledges, grants and other
commitments under the Security Agreement, as amended hereby, and (b) agrees that the Security Agreement is in full force and effect
after giving effect to this Agreement and shall accrue to the benefit of the Secured Parties to secure the Obligations after giving
effect to this Agreement. This Agreement is not intended to constitute a novation of the Credit Agreement or any of the other Loan
Documents as in effect prior to the Effective Date.



 






     


     


    

 


		9.	Governing Law; Waiver of Jury Trial; Jurisdiction; Consent to Service of Process. This Agreement and any claims, controversy,
dispute or cause of action (whether in contract or otherwise) based upon, arising out of or relating to this Agreement and the
transactions contemplated hereby shall be governed by and construed in accordance with the law of the State of New York. The Borrower
and each other Loan Party hereby agrees that this Agreement is a Loan Document governed by Sections 9.10 and 9.11 of the Credit
Agreement relating to waiver of jury trial, jurisdiction, consent to service of process and the other matters covered therein.



 


		10.	Counterparts. This Agreement may be executed in any number of counterparts and by different
parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all
of which when taken together shall constitute a single instrument. The words “execution,” “signed,” “signature,”
“delivery,” and words of like import in or relating to this Amendment and/or any document to be signed in connection
with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below),
deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be.
“Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract
or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.



 


		11.	Section Headings. The section headings in this Agreement are for convenience of reference
only and are not to affect the construction hereof or to be taken into consideration in the interpretation hereof.



 


		12.	Severability. Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



 


		13.	Successors and Assigns. The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns.



 


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Blank]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed and delivered by their respective proper and duly authorized officers as of the
date first set forth above.


 


	 	ANGI Homeservices Inc.
	 	 
	 	ANGI Group, LLC
	 	 
	 	 By:	/s/ Jamie Cohen
	 	 	Name: Jamie Cohen
	 	 	Title: Chief Financial Officer
	 	 	 
	 	
        

        

        

        Angie’s List,
        Inc

         

        

        HomeAdvisor,
Inc.

         

        Handy Technologies,
Inc.

	 	 
	 	By:	/s/ Tanya Stanich
	 	 	Name: Tanya Stanich
	 	 	Title: Vice President and Assistant Secretary


 






     


     


    

 


	 	Acknowledged and Accepted:
	 	 
	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent
	 	 
	 	By:	/s/ Matthew Cheung
	 	 	Name:	Matthew Cheung
	 	 	Title:	Vice President




 






     


     


    

 


SCHEDULE 1


 


	1.        	HomeAdvisor, Inc. (DE)
	2.        	Angie’s List, Inc. (DE)
	3.        	Handy Technologies, Inc. (DE)


 






     


     


    

 


SCHEDULE 2


 


A.       Pledged Stock


 


	Issuer	 	Record Owner	 	Certificate No.	 	No. Shares/Interest	 	Percentage Owned	 	 	Percent Pledged	 
	Angie’s List, Inc.	 	ANGI Group, LLC	 	Uncertificated	 	100 shares of Common Stock	 	 	100	%	 	 	100	%
	HomeAdvisor, Inc.	 	ANGI Group, LLC	 	Uncertificated	 	996 shares of Common Stock	 	 	100	%	 	 	100	%
	Handy Technologies, Inc.	 	ANGI Group, LLC	 	Uncertificated	 	100 shares of Common Stock	 	 	100	%	 	 	100	%
	Mhelpdesk, Inc.	 	HomeAdvisor, Inc.	 	Uncertificated	 	1,694,821 shares of Common Stock (repurchased from minority shareholders)	 	 	100	%	 	 	100	%



 


B.       U.S. Federally
Issued or Applied for Patents


 


	Registered Owner	 	Patent No.	 	Issue Date	 	Application No.	 	Filing Date	 	Title
	HomeAdvisor, Inc.	 	10,484,298	 	November 19, 2019	 	16/053,553	 	August 2, 2018	 	Optimization of network resources
	HomeAdvisor, Inc.	 	N/A	 	N/A	 	15/925,443	 	March 19, 2018	 	System and method for temporal feasibility analyses 

	HomeAdvisor, Inc.	 	N/A	 	N/A	 	16/653,630	 	October 15, 2019	 	Optimization of network resources
	HomeAdvisor, Inc.	 	N/A	 	N/A	 	16/696,660	 	November 26, 2019	 	Computerized referral systems and methods with automated determination of response time incentives