Class A Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • July 8th, 2013 • UCP, Inc. • Operative builders • New York
UCP, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, shares of Class A common stock, par value $0.01 per share (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Ce
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF UCP, LLCLimited Liability Company Operating Agreement • May 21st, 2013 • UCP, Inc. • Operative builders • Delaware
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of UCP, LLC (the “Company”) is made and entered into as of this 21st day of July 2008, by PICO Holdings, Inc., a California corporation, as the sole member (the “Original Member” and any person or entity that from time to time is the sole member of the Company, a “Member”). This Agreement replaces and supersedes the Company's January 20, 2008 Operating Agreement with PICO Holdings, Inc.
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2014 • UCP, Inc. • Operative builders • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) between UCP, Inc., a Delaware corporation (the “Company”), and Dustin L. Bogue (the “Executive”) is entered into as of July 23, 2013 (the “Effective Date”). In consideration of the covenants contained herein, the parties agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 12th, 2014 • UCP, Inc. • Operative builders • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated July 23, 2013 and is by and among UCP, Inc., a Delaware corporation (the “Company”), and PICO Holdings, Inc. (“PICO”), a Delaware corporation.
TAX RECEIVABLE AGREEMENT among UCP, INC. UCP, LLC and PICO HOLDINGS, INC Dated as of July 23, 2013Tax Receivable Agreement • May 12th, 2014 • UCP, Inc. • Operative builders • Delaware
TAX RECEIVABLE AGREEMENT, dated as of July 23, 2013 (this “Agreement”), among UCP, Inc., a Delaware corporation (“UCP, Inc.”), UCP, LLC, a Delaware limited liability company (the “Company”), and PICO Holdings, Inc., a California corporation (“PICO”). Capitalized terms used but not otherwise defined are defined in or by reference to Section 1.01.
EMPLOYMENT AGREEMENT (As Amended and Restated, Effective February 1, 2017)Employment Agreement • February 3rd, 2017 • UCP, Inc. • Operative builders • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) between UCP, Inc., a Delaware corporation (the “Company”), and Dustin L. Bogue (the “Executive”) is entered into as of February 1, 2017 (the “Effective Date”), and is an amendment and restatement of the Employment Agreement between the Company and the Executive dated July 23, 2013, and as thereafter amended on April 1, 2016. In consideration of the covenants contained herein, the parties agree as follows:
TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 12th, 2014 • UCP, Inc. • Operative builders • Delaware
THIS TRANSITION SERVICES AGREEMENT (including the exhibits hereto, the “Agreement”) is entered into as of the 23rd day of July, 2013 (the “Effective Date”), by and between PICO HOLDINGS, INC., a California corporation (“PICO”), and UCP, INC., a Delaware corporation (“UCP”). PICO and UCP may be referred to in this Agreement separately as a “Party” or collectively as the “Parties.”
EXCHANGE AGREEMENTExchange Agreement • May 12th, 2014 • UCP, Inc. • Operative builders • Delaware
This EXCHANGE AGREEMENT (the “Agreement”) is entered into as of July 23, 2013, by and among UCP, Inc., a Delaware corporation (“UCP ”), UCP, LLC, a Delaware limited liability company (the “ Company ”), and PICO Holdings, Inc., a California corporation (together with its subsidiaries other than the Company, “PICO”), with respect to the following facts:
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF UCP, LLC EFFECTIVE AS OF July 23, 2013Limited Liability Company Operating Agreement • May 12th, 2014 • UCP, Inc. • Operative builders • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of UCP, LLC, a Delaware limited liability company (the “Company”), is made and entered into, effective as of July 23, 2013, by and between PICO Holdings, Inc., a corporation organized and existing under the laws of California, with its principal place of business at 7979 Ivanhoe Avenue, Suite 300, La Jolla, CA 92037 (“PICO”), and UCP, Inc., a corporation organized and existing under the laws of Delaware, with its principal place of business at 6489 Camden Avenue, Suite 204, San Jose, CA 95120 (“UCP, Inc.”).
ContractInvestor Rights Agreement • May 12th, 2014 • UCP, Inc. • Operative builders • Delaware
INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of July 23, 2013, among UCP, Inc. a Delaware corporation (the “Company”), and PICO Holdings, Inc., a California corporation (“PICO”) and the sole stockholder of the Company, Dustin L. Bogue, James W. Fletcher and William J. La Herran (each a “Holder” and collectively, the “Holders”).
AGREEMENTGovernance Agreement • March 30th, 2017 • UCP, Inc. • Operative builders • Delaware
This Agreement (this “Agreement”) is made and entered into as of March 29, 2017 by and between PICO Holdings, Inc. (“PICO”) and UCP, Inc. (“UCP”) (each of PICO and UCP, a “Party” to this Agreement, and together, the “Parties”).
UCP, INC.,as IssuerTHE SUBSIDIARY GUARANTORS PARTIES HERETO 8.5% Senior Notes due 2017 INDENTURE Dated as of October 21, 2014 WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeIndenture • October 23rd, 2014 • UCP, Inc. • Operative builders • New York
INDENTURE, dated as of October 21, 2014 (this “Indenture”), among UCP, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), certain subsidiaries of the Company from time to time parties hereto (the “Subsidiary Guarantors”) and Wilmington Trust, National Association, a national banking association, as trustee (in such capacity, the “Trustee”).
INDEMNITY AGREEMENTIndemnification Agreement • May 21st, 2013 • UCP, Inc. • Operative builders • Delaware
This Indemnity Agreement is made and entered into as of , 2013 by and between UCP, Inc., a Delaware corporation (the "Corporation"), and (the "Indemnitee").
AGREEMENT TO EXCHANGEExchange Agreement • April 11th, 2017 • UCP, Inc. • Operative builders • Delaware
THIS AGREEMENT TO EXCHANGE (this “Agreement”) is entered into as of April 10, 2017, by and among UCP, Inc., a Delaware corporation (“UCP”), UCP, LLC, a Delaware limited liability company (the “Company”), and PICO Holdings, Inc., a California corporation (together with its subsidiaries other than the Company, “PICO”). Capitalized terms used but not otherwise defined herein shall have the respective meaning set forth in the Exchange Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER among CENTURY COMMUNITIES, INC., CASA ACQUISITION CORP., and UCP, INC. Dated April 10, 2017Merger Agreement • April 11th, 2017 • UCP, Inc. • Operative builders • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into on April 10, 2017 by and among Century Communities, Inc., a Delaware corporation (“Parent”), Casa Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and UCP, Inc., a Delaware corporation (the “Company”).
AMENDMENT ONE TO EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2016 • UCP, Inc. • Operative builders
THIS AMENDMENT ONE TO EMPLOYMENT AGREEMENT is dated and effective as of April 1, 2016, between UCP, Inc., a Delaware corporation (the “Company”), and Dustin L. Bogue (the “Executive”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 12th, 2014 • UCP, Inc. • Operative builders • Delaware
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this twenty-fifth day of March, 2014, by and between UCP, LLC, a Delaware limited liability company (“Buyer”), and Citizens Homes, Inc., a Delaware corporation (“Seller”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • April 11th, 2017 • UCP, Inc. • Operative builders • California
WHEREAS, Dustin L. Bogue (“Executive”) and UCP, Inc., a Delaware corporation (the “Company”) are parties to that certain Employment Agreement, dated as of February 1, 2017 (the “Employment Agreement”);
RESIGNATION AGREEMENTResignation Agreement • January 20th, 2016 • UCP, Inc. • Operative builders • California
This Resignation Agreement (the “Agreement”) is made and entered into between UCP, Inc. (“UCP”), on the one hand, and William J. La Herran (“Employee”), on the other hand, upon the following terms and conditions:
VOTING SUPPORT AND TRANSFER RESTRICTION AGREEMENTVoting Support and Transfer Restriction Agreement • April 11th, 2017 • UCP, Inc. • Operative builders • Delaware
VOTING SUPPORT AND TRANSFER RESTRICTION AGREEMENT (this “Agreement”), dated April 10, 2017, by and among Century Communities, Inc., a Delaware corporation (“Parent”), Casa Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), PICO Holdings, Inc., a California corporation (“PICO”), for the purpose of Sections 1(g) and 6(m) hereof only, UCP, Inc., a Delaware corporation (the “Company”), and for the purpose of Section 1(g) hereof only, UCP, LLC, a Delaware limited liability company.
