SENIOR NOTES INDENTURE Dated as of August 5, 2013 Among WOODSIDE HOMES COMPANY, LLC WOODSIDE HOMES FINANCE INC. THE GUARANTORS FROM TIME TO TIME PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee 6.750% SENIOR NOTES DUE 2021Senior Notes Indenture • March 18th, 2014 • Woodside Homes, Inc. • Operative builders • New York
INDENTURE, dated as of August 5, 2013 among Woodside Homes Company, LLC, a Delaware limited liability company (the “Company”), Woodside Homes Finance Inc., a Delaware corporation (“Corporate Issuer”), the Guarantors listed on the signature pages hereto, and the other Guarantors from time to time party hereto and Wells Fargo Bank, National Association, as Trustee.
FORM OF TAX RECEIVABLE AGREEMENTTax Receivable Agreement • June 25th, 2014 • Woodside Homes, Inc. • Operative builders • Delaware
TAX RECEIVABLE AGREEMENT, dated as of , 2014 (this “Agreement”), among Woodside Homes, Inc., a Delaware corporation ( the “Corporation”), Woodside Homes Company, LLC, a Delaware limited liability company (the “Company”), and each of the undersigned parties hereto identified as “ Members.” Capitalized terms used but not otherwise defined are defined in or by reference to Section 1.01.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2014 • Woodside Homes, Inc. • Operative builders • Utah
This Amended and Restated Employment Agreement (this “Agreement”), dated as of March 14, 2014 (the “Execution Date”), is between Woodside Homes Company, LLC (formerly known as PH Holding LLC), a Delaware limited liability company; Woodside Group, LLC, a Nevada limited liability company (and post-initial public offering of Woodside Homes, Inc. (the “IPO”) d/b/a Woodside, Inc.), a Delaware corporation (the “Company”); and James Robideau (the “Executive”) (collectively, the “Parties” and each, a “Party”). In addition to the terms defined elsewhere herein, initial capitalized terms have the meanings given to them in Section 25.
FORM OF EXCHANGE AGREEMENTExchange Agreement • June 25th, 2014 • Woodside Homes, Inc. • Operative builders • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of , 2014, among Woodside Homes, Inc., a Delaware corporation (the “Corporation”), Woodside Homes Company, LLC, a Delaware limited liability company (the “Company”), and the Company Unitholders (as defined herein).
CONSENT TO TERMINATION OF RIGHTS UNDER THE PH HOLDING LLC WOODSIDE SHARE UNIT PLANConsent to Termination of Rights • July 11th, 2014 • Woodside Homes, Inc. • Operative builders • Utah
This Consent and Release of Claims Agreement (the “Agreement”) is entered into by and between Woodside Homes Company, LLC (the “Company” or “Woodside”) and (the “Participant”) on behalf of (the Company and the Participant are collectively referred to herein as the “Parties”) as of (the “Execution Date”).
FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WOODSIDE HOMES COMPANY, LLC Dated as of [ ], 2014Limited Liability Company Agreement • August 20th, 2014 • Woodside Homes, Inc. • Operative builders • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of WOODSIDE HOMES COMPANY, LLC (the “Company”), dated as of [ ], 2014, is adopted, executed and agreed to, for good and valuable consideration, by and among the members listed on the Schedule of Members (as defined below), and shall be effective as of the Effective Time (as defined below). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 2.1.
FORM OF WOODSIDE HOMES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 25th, 2014 • Woodside Homes, Inc. • Operative builders • Delaware
This Indemnification Agreement (this “Agreement”) has been made and executed this day of , 2014, by and between Woodside Homes, Inc., a Delaware corporation (the “Company”), and , an individual resident of (the “Indemnitee”).
NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • July 11th, 2014 • Woodside Homes, Inc. • Operative builders • Delaware
This NONSTATUTORY STOCK OPTION AGREEMENT (this “Agreement”), dated [ ], 20[ ] (the “Date of Grant”), is between Woodside Homes, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”). The Award hereunder is granted pursuant to the terms of the Company’s 2014 Equity Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the respective meanings set forth in the Plan.
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 11th, 2014 • Woodside Homes, Inc. • Operative builders • Delaware
This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated [ ], 20[ ] (the “Date of Grant”), is between Woodside Homes, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”). The Award hereunder is granted pursuant to the terms of the Company’s 2014 Equity Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the respective meanings set forth in the Plan.
CREDIT AGREEMENT among WOODSIDE HOMES COMPANY, LLC, as Borrower, and The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Swingline Lender, an Issuing Lender and Administrative Agent Dated as of January 29, 2014 J.P....Credit Agreement • May 5th, 2014 • Woodside Homes, Inc. • Operative builders • New York
CREDIT AGREEMENT (this “Agreement”), dated as of January 29, 2014, among WOODSIDE HOMES COMPANY, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as Swingline Lender, an Issuing Lender and Administrative Agent (each as hereinafter defined).
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 11th, 2014 • Woodside Homes, Inc. • Operative builders • Delaware
This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated [ ], 20[ ] (the “Date of Grant”), is between Woodside Homes, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”). The Award hereunder is granted pursuant to the terms of the Company’s 2014 Equity Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the respective meanings set forth in the Plan.
FIRST AMENDMENTCredit Agreement • May 5th, 2014 • Woodside Homes, Inc. • Operative builders • New York
FIRST AMENDMENT (this “Amendment”) dated as of April 22, 2014 to the Credit Agreement dated as of January 29, 2014 (the “Credit Agreement”) among WOODSIDE HOMES COMPANY, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
PH HOLDING LLCPerformance Share Units Award Agreement • July 11th, 2014 • Woodside Homes, Inc. • Operative builders • Delaware
PH Holding LLC, a Delaware limited liability company (the “Company”), hereby grants effective as of September 30, 2011 (“Grant Date”) to Joel Shine (the “Participant”), 190,000 Shine Incentive PSUs with a grant price of $0.00 on the following terms and conditions:
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • May 5th, 2014 • Woodside Homes, Inc. • Operative builders • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of April 29, 2014, by and among Woodside Homes Company, LLC (the “Company”), Woodside Homes Finance Inc. (the “Corporate Issuer”, and together with the Company, the “Issuers”), each of the guarantors listed on Schedule I hereto and the other guarantors from time to time party hereto (each, a “Guarantor” and, collectively, the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
FORM OF REGISTRATION RIGHTS AGREEMENT of WOODSIDE HOMES, INC. dated as of [·], 2014Registration Rights Agreement • August 20th, 2014 • Woodside Homes, Inc. • Operative builders • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is entered into as of [·], 2014, by and among Woodside Homes, Inc., a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereof and any Person who becomes a party hereto pursuant to Section 9(e) (such stockholders each referred to individually as a “Stockholder,” and, collectively, the “Stockholders”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • May 5th, 2014 • Woodside Homes, Inc. • Operative builders • New York
This First Supplemental Indenture (this “First Supplemental Indenture”), dated as of April 23, 2014, among Woodside Homes of Fresno, Inc., a California corporation, Woodside Homes of Northern California, Inc., a Delaware corporation, and Woodside Homes of AZ, LLC, an Arizona limited liability company (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of Woodside Homes Company, LLC, a Delaware limited liability company (the “Company”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
STOCKHOLDERS AGREEMENT of WOODSIDE HOMES, INC. dated as of [·], 2014Stockholders Agreement • July 11th, 2014 • Woodside Homes, Inc. • Operative builders • Delaware
THIS STOCKHOLDERS AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of [·], 2014, among WOODSIDE HOMES, INC., a Delaware corporation (the “Company”), and each of [Oaktree Funds] (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein without definition have the meaning given to them in Section 1.1.
PH HOLDING LLC WOODSIDE SHARE UNIT PLAN Amended and Restated as of May 30, 2012 Originally Effective as of January 1, 2011Share Unit Plan • July 11th, 2014 • Woodside Homes, Inc. • Operative builders • Utah
·] Shares WOODSIDE HOMES, INC. Class A Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • July 11th, 2014 • Woodside Homes, Inc. • Operative builders • Delaware
