c/o Lennar CorporationEquity Purchase Agreement • December 18th, 2024 • Millrose Properties, Inc. • Real estate
REGISTRATION RIGHTS AGREEMENT BETWEEN LENNAR CORPORATION AND MILLROSE PROPERTIES, INC. DATEDRegistration Rights Agreement • December 18th, 2024 • Millrose Properties, Inc. • Real estate • Delaware
MASTER OPTION AGREEMENT by and between MILLROSE PROPERTIES, INC., a Maryland corporation and MILLROSE PROPERTIES HOLDINGS, LLC., a Delaware limited liability company (collectively “Owner”) and U.S. HOME, LLC, A Delaware limited liability company,...Master Option Agreement • December 18th, 2024 • Millrose Properties, Inc. • Real estate
THIS MASTER OPTION AGREEMENT (together with all schedules, exhibits and “Addenda” (as defined below) hereto, the “Agreement”) is entered into as of [____], 2025 (the “Agreement Date”), by and between MILLROSE PROPERTIES, INC., a Maryland corporation (“MPI”), and Millrose Properties Holdings, LLC, a Delaware limited liability company (“MPHL”) (MPI and MPHL are collectively “Owner”), and U.S. HOME, LLC, a Delaware limited liability company, LENNAR HOMES HOLDINGS, LLC, a Delaware limited liability company, and CALATLANTIC GROUP, LLC, a Delaware limited liability company (collectively “Builder”).
MULTIPARTY CROSS AGREEMENT (POOL [__])Multiparty Cross Agreement • December 18th, 2024 • Millrose Properties, Inc. • Real estate
THIS MULTIPARTY CROSS AGREEMENT (this “Agreement”) is made and entered as of [______], 202_ (the “Effective Date”) by the signatories to this Agreement (collectively, the “Lennar Parties” and each, a “Lennar Party”) in favor of the parties identified on Schedule 1 attached hereto (collectively, the “Owner Parties” and each, an “Owner Party”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 18th, 2024 • Millrose Properties, Inc. • Real estate • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of [________], 20[__] by MILLROSE PROPERTIES HOLDINGS, LLC, a Delaware limited liability company (“TRSCo”), in favor of MILLROSE PROPERTIES, Inc., a Maryland corporation (together with its successors and assigns, “Lender”).
RECOGNITION, SUBORDINATION, AND NON-DISTURBANCE AGREEMENTRecognition, Subordination, and Non-Disturbance Agreement • December 18th, 2024 • Millrose Properties, Inc. • Real estate • New York
THIS RECOGNITION, SUBORDINATION, AND NON-DISTURBANCE AGREEMENT (this “Agreement”) is entered into as of [•], 2024, by and among U.S. HOME LLC, a Delaware limited liability company (“Builder”), MILLROSE PROPERTIES, INC., a Maryland corporation (“Lender”), MILLROSE PROPERTIES HOLDINGS, LLC, a Delaware limited liability company (“TRSCo”), and each of the entities identified on Schedule I (individually or collectively, as the context may require, the “Property LLCs” and together with TRSCo, individually or collectively, as the context may require, “Borrower”).
PROMISSORY NOTEPromissory Note • December 18th, 2024 • Millrose Properties, Inc. • Real estate
FOR VALUE RECEIVED, MILLROSE PROPERTIES HOLDINGS, LLC, a Delaware limited liability company (“TRSCo”), and each of the entities identified on Schedule I (collectively, the “Property LLCs”, and together with TRSCo, jointly and severally, the “Borrower”) by this Promissory Note (this “Note”) hereby unconditionally and jointly and severally promise to pay to MILLROSE PROPERTIES, INC., a Maryland corporation (the “Lender”), the principal sum of [__] (U.S.$[__]), together with any additional amounts advanced by Lender in accordance herewith (collectively, as the same may be reduced by any repayment of the principal balance made by Borrower in accordance with the terms hereof, the “Principal Balance”), and on each Payment Date, interest on the Principal Balance for the entire applicable Interest Accrual Period at the rate per annum as set forth for its respective advance on Schedule II (the “Interest Rate”), compounded quarterly until paid (the “Loan”).
PAYMENT AND PERFORMANCE GUARANTYPayment and Performance Guaranty • December 18th, 2024 • Millrose Properties, Inc. • Real estate • Florida
This PAYMENT AND PERFORMANCE GUARANTY (“Guaranty”) is made as of ______________ __, 2024, by Lennar Corporation, a Delaware corporation (“Guarantor”), in favor of MILLROSE PROPERTIES, INC., a Maryland corporation (“Owner”), having an address of [_________________________] and Owner’s affiliates identified on Schedule 1 attached hereto (the “Owner Parties”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 18th, 2024 • Millrose Properties, Inc. • Real estate • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the __ day of _____, ___ by and between Millrose Properties, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
DISTRIBUTION AGREEMENT BETWEEN LENNAR CORPORATION AND MILLROSE PROPERTIES, INC. DATEDDistribution Agreement • December 18th, 2024 • Millrose Properties, Inc. • Real estate • Delaware
MASTER CONSTRUCTION AGREEMENT by and between MILLROSE PROPERTIES, INC., a Maryland corporation and MILLROSE PROPERTIES HOLDINGS, LLC, a Delaware limited liability company (collectively “OWNER”) AND U.S. HOME, LLC, A DELAWARE LIMITED LIABILITY COMPANY,...Master Construction Agreement • December 18th, 2024 • Millrose Properties, Inc. • Real estate
In consideration of the agreements, covenants and promises contained in this Construction Agreement (the “Agreement”) and other good and valuable consideration, the receipt, sufficiency and validity of which are hereby acknowledged, Owner, Builder and Contractor agree as follows:
MASTER PROGRAM AGREEMENT dated ____________, 2025 by and between MILLROSE PROPERTIES, INC., A Maryland corporation (“Owner”) and a Delaware limited liability company, LENNAR HOMES HOLDINGS, LLC, a Delaware limited liability company, and CALATLANTIC...Master Program Agreement • December 18th, 2024 • Millrose Properties, Inc. • Real estate • Florida
This Master Program Agreement (this “Agreement”) is dated as of _______________, 2025 (the “Effective Date”), by and between MILLROSE PROPERTIES, INC., a Maryland corporation (“Owner”), and U.S. HOME, LLC, a Delaware limited liability company, LENNAR HOMES HOLDINGS, LLC, a Delaware limited liability company, and CALATLANTIC GROUP, LLC, a Delaware limited liability company (collectively, “Lennar”), each a “Party” and collectively the “Parties,” with reference to the following matters all of which are subject to the terms and conditions further set forth in this Agreement:
SUBLICENSE AGREEMENTSublicense Agreement • December 18th, 2024 • Millrose Properties, Inc. • Real estate • Delaware
This SUBLICENSE AGREEMENT (this “Agreement”) is made and entered into as of [•] (the “Effective Date”), by and between Lennar-Millrose HOPP’R, LLC, a Delaware limited liability company (“Sublicensor”), and Millrose Properties Holdings, LLC, a Delaware limited liability company (“Millrose” or “Sublicensee”). Sublicensor and Sublicensee are referred to in this Agreement individually as a “Party” and together as the “Parties.”
MANAGEMENT AGREEMENT BY AND AMONG MILLROSE PROPERTIES, INC. AND KENNEDY LEWIS LAND AND RESIDENTIAL ADVISORS LLCManagement Agreement • December 18th, 2024 • Millrose Properties, Inc. • Real estate • New York
THIS MANAGEMENT AGREEMENT (this “Agreement”), dated as of [·], 2024 and effective as of the Spin-Off Date (as defined below), is entered into by and between Millrose Properties, Inc., a Maryland corporation (“Millrose” and, together with its subsidiaries, the “Company”), and Kennedy Lewis Land and Residential Advisors LLC, a Delaware limited liability company (the “Manager”).
FOUNDER’S RIGHTS AGREEMENTFounder’s Rights Agreement • December 18th, 2024 • Millrose Properties, Inc. • Real estate • Delaware
THIS FOUNDER’S RIGHTS AGREEMENT (this “Agreement”) is dated as of [•], 2024 (the “Effective Date”) and is by and between Millrose Properties, Inc., a Maryland corporation (the “Company”) and U.S. Home, LLC, a Delaware limited liability company (“Founder”, and together with the Company, collectively, the “Parties” and each, a “Party”).
MORTGAGE1Mortgage • December 18th, 2024 • Millrose Properties, Inc. • Real estate
This Mortgage (as amended from time to time, this “Mortgage”) is made and executed as of [________], 2024, by [Property LLC], a [•] limited liability company (together with its permitted successors and permitted assigns, “Mortgagor”), whose address for all purposes hereunder is [________], for the benefit of MILLROSE PROPERTIES, INC., a Maryland corporation (together with its respective successors and assigns, “Mortgagee”), whose address for all purposes hereunder is c/o Kennedy Lewis Land and Residential Advisors LLC 225 Liberty Street, Suite 4210, New York, NY 10281.
PRE-SPIN ASSIGNMENT, ASSUMPTION AND CONTRIBUTION AGREEMENTPre-Spin Assignment, Assumption and Contribution Agreement • December 18th, 2024 • Millrose Properties, Inc. • Real estate • New York
THIS PRE-SPIN ASSIGNMENT, ASSUMPTION AND CONTRIBUTION AGREEMENT (this “Agreement”) is made as of [____], 2025 (the “Effective Date”), by and among LENNAR CORPORATION (“Lennar”), LENNAR HOMES HOLDINGS, LLC (“Lennar Homes Holdings”), CALATLANTIC GROUP, LLC (“Cal Atlantic”), U.S. HOME, LLC (“U.S. Home”; U.S. Home, collectively with Lennar, Lennar Homes Holdings and Cal Atlantic, are the “Seller Parent Entities”), MILLROSE PROPERTIES, INC., a Maryland corporation (“SpinCo”), MILLROSE PROPERTIES HOLDINGS, LLC, a Delaware limited liability company (“TRSCo”), and each of the entities identified as a “Purchaser” on Schedule I (individually or collectively, as the context may require, “Purchaser”).
