Homefed Corp Sample Contracts

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Purchase and Sale Agreement • November 15th, 1999 • Homefed Corp • Real estate • California
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Exhibit 10.21 AMENDMENT to the ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • March 29th, 2001 • Homefed Corp • Real estate • New York
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Limited Liability Company Agreement • September 22nd, 1999 • Homefed Corp • Real estate
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Exhibit 10.15 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is made and entered into as of September 30, 1998, by and between PARADISE VALLEY COMMUNITIES NO. 1, a...
Purchase and Sale Agreement • September 22nd, 1999 • Homefed Corp • Real estate • California
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Exhibit 10.37 CONTRIBUTION AGREEMENT CONTRIBUTION AGREEMENT, dated as of October 21, 2002 (this "Agreement"), by and between HomeFed Corporation, a Delaware corporation ("HomeFed") and San Elijo Hills Development Company, LLC, a Delaware limited...
Contribution Agreement • March 28th, 2003 • Homefed Corp • Real estate • California
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Exhibit 99 ---------- TRUST AGREEMENT --------------- THIS TRUST AGREEMENT (the "Agreement") is made this 14th day of August, 1998, between Leucadia National Corporation ("Leucadia") for the benefit of its shareholders, and Joseph A. Orlando (the...
Trust Agreement • July 21st, 1999 • Homefed Corp • Real estate • New York
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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • May 17th, 1999 • Homefed Corp • Real estate
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Exhibit 10.3 to Form 8-K SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • October 22nd, 2002 • Homefed Corp • Real estate • Utah
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WITNESSETH:
Deferred Compensation Agreement • April 26th, 2001 • Homefed Corp • Real estate • New York
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Purchase Agreement • November 13th, 1996 • Homefed Corp • Savings institution, federally chartered • California
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PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS BETWEEN PARADISE VALLEY COMMUNITIES NO. 1 ("Seller") AND THE FORECAST GROUP , L.P. ("Buyer")
Purchase Agreement • November 13th, 1996 • Homefed Corp • Savings institution, federally chartered
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AMENDMENT to the ADMINISTRATIVE SERVICES AGREEMENT THIS AMENDMENT NO. 7 dated as of December 31, 2004 to the ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") dated as of March 1, 2000 (such agreement as amended is referred to herein as the "Agreement")...
Administrative Services Agreement • March 8th, 2005 • Homefed Corp • Real estate
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Stock Purchase Agreement • October 22nd, 2002 • Homefed Corp • Real estate • New York
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HOMEFED CORPORATION as Company THE GUARANTORS NAMED HEREIN as Guarantors and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee 6.50% Senior Notes due 2019
Indenture • October 2nd, 2017 • Homefed Corp • Real estate • New York

INDENTURE dated as of September 28, 2017, among HomeFed Corporation, a Delaware corporation (the “Company”), the Guarantors (as herein defined), and Wilmington Trust, National Association, as trustee (the “Trustee”).

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Exhibit 10.2 to Form 8-K REGISTRATION RIGHTS AGREEMENT ----------------------------- Registration Rights Agreement, dated as of October 21, 2002, by and among HomeFed Corporation, a Delaware corporation ("Company") and Leucadia National Corporation, a...
Registration Rights Agreement • October 22nd, 2002 • Homefed Corp • Real estate • New York
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STOCK PURCHASE AGREEMENT BETWEEN HOMEFED CORPORATION AND LEUCADIA NATIONAL CORPORATION Dated as of October 20, 1998 TABLE OF CONTENTS Page I. DEFINITIONS . . . . . . . . . . . . . . . . . . . . 2 II. PURCHASE OF SECURITIES. . . . . . . . . . . . . . ....
Stock Purchase Agreement • November 16th, 1998 • Homefed Corp • Real estate • New York
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REAL ESTATE PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS between SOUTHFORK PARTNERSHIP and NORTHFORK COMMUNITIES
Real Estate Purchase Agreement • August 14th, 1998 • Homefed Corp • Real estate • California
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STOCK PURCHASE AGREEMENT BETWEEN HOMEFED CORPORATION AND LEUCADIA NATIONAL CORPORATION Dated as of August 14, 1998 TABLE OF CONTENTS Page I. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 II. PURCHASE OF SECURITIES. . . . . . . ....
Stock Purchase Agreement • August 28th, 1998 • Homefed Corp • Real estate • New York
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RECITALS
Option and Purchase Agreement • August 14th, 2002 • Homefed Corp • Real estate
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SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL UNDER THE TERM NOTE ISSUED TO LEUCADIA FINANCIAL CORPORATION BY HOMEFED CORPORATION
Term Note • October 22nd, 2002 • Homefed Corp • Real estate

This Note is the Term Note referred to in the Line Letter dated of even date herewith from Leucadia to the Company and is entitled to the benefits and obligations thereof. Principal and interest due on this Note shall be payable at the Maturity Date. The "Maturity Date" of this note shall be the earlier of February 28, 2007 and the Expiration Date (as defined in the Line Letter). This Note may be prepaid in whole or in part, at any time without premium or penalty, but with interest on the amount prepaid.

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Exhibit 10.21 TAX ALLOCATION AGREEMENT This agreement (the "Agreement") is made as of November 1, 2002, by and among HomeFed Corporation, a Delaware corporation ("HomeFed"), CDS Holding Corporation, a Delaware corporation ("CDS Holding"), CDS Devco,...
Tax Allocation Agreement • March 10th, 2004 • Homefed Corp • Real estate • Delaware
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Exhibit 10.36 AMENDMENT TO DEVELOPMENT MANAGEMENT AGREEMENT THIS AMENDMENT dated as of October 21, 2002 (the "Amendment") to the Development Management Agreement (the "Agreement") dated as of August 14, 1998, by and between San Elijo Hills Development...
Development Management Agreement • March 28th, 2003 • Homefed Corp • Real estate • California
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WAIVER AND AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
Stockholders Agreement • April 15th, 2019 • Homefed Corp • Real estate

This WAIVER AND AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT is made as of April 12, 2019 (this “Waiver and Amendment Agreement”) and effects a limited waiver in respect of and amends that certain Stockholders Agreement, dated as of March 28, 2014 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Stockholders Agreement”), by and between HomeFed Corporation, a Delaware corporation (the “Company”) and Jefferies Financial Group Inc. (f/k/a Leucadia National Corporation), a New York corporation (the “Stockholder”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Stockholders Agreement.

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STOCKHOLDERS AGREEMENT
Stockholders Agreement • April 3rd, 2014 • Homefed Corp • Real estate • Delaware

This Stockholders Agreement (this “Agreement”) is made and entered into as of March 28, 2014, by and between HomeFed Corporation, a Delaware corporation (the “Company”), and Leucadia National Corporation, a New York corporation (the “Stockholder”). Except as otherwise provided herein, capitalized terms used herein are defined in Section 8 hereof.

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Up to $125,000,000 HOMEFED CORPORATION
Purchase Agreement • July 6th, 2015 • Homefed Corp • Real estate • New York

PURCHASE AGREEMENT (this “Agreement”), by and among HomeFed Corporation, a Delaware corporation (the “Issuer”), the Initial Guarantors (as defined below) and the investors, named on the signature pages hereto (each a “Purchaser,” and collectively the “Purchasers”). The Issuer and the Initial Guarantors are collectively referred to herein as the “Obligors.” Capitalized terms used but not defined herein shall have the meaning set forth in the Indenture (as defined herein).

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EXHIBIT 10.17 ------------- OPTION AND PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS BY AND BETWEEN
Option and Purchase Agreement • March 30th, 2000 • Homefed Corp • Real estate • California
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Up to $75,000,000 HOMEFED CORPORATION
Purchase Agreement • October 2nd, 2017 • Homefed Corp • Real estate • New York

PURCHASE AGREEMENT (this “Agreement”), by and among HomeFed Corporation, a Delaware corporation (the “Issuer”), the Initial Guarantors (as defined below) and the investors, named on the signature pages hereto (each a “Purchaser,” and collectively the “Purchasers”). The Issuer and the Initial Guarantors are collectively referred to herein as the “Obligors.” Capitalized terms used but not defined herein shall have the meaning set forth in the Indenture (as defined herein).

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AGREEMENT AND PLAN OF MERGER among HOMEFED CORPORATION, JEFFERIES FINANCIAL GROUP INC. and HEAT MERGER SUB, LLC Dated as of April 12, 2019
Merger Agreement • April 15th, 2019 • Homefed Corp • Real estate • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of April 12, 2019 (this “Agreement”), is made and entered into by and among Jefferies Financial Group Inc., a New York corporation (“Parent”), Heat Merger Sub, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Parent (“Merger Sub”), and HomeFed Corporation, a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are referred to individually as a “Party” and collectively as the “Parties.”

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VOTING AGREEMENT
Voting Agreement • April 15th, 2019 • Homefed Corp • Real estate • Delaware

This VOTING AGREEMENT, dated as of April 12, 2019 (this “Voting Agreement”), is entered into by and between HomeFed Corporation, a Delaware corporation (the “Company”) and Jefferies Financial Group Inc., a New York corporation (the “Stockholder”).

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Up to $125,000,000 HomeFed Corporation
Placement Agency and Closing Agency Agreement • July 6th, 2015 • Homefed Corp • Real estate • New York

Introductory. HomeFed Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to certain purchasers (collectively, the “Purchasers”) up to $125,000,000 in aggregate principal amount of its 6.50% Senior Notes due 2018 (the “Notes”). The Notes initially will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis (the “Guarantees” and, together with the Notes, the “Securities”) by each of the Company’s current domestic subsidiaries (the “Guarantors”). The Securities will be offered and sold to the Purchasers in a private placement (the “Placement”) without being registered under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), in reliance upon exemptions from registration thereunder provided by Section 4(a)(2) (“Section 4(a)(2)”) thereof and/or Regulation D (“Regulation D”) thereunder. The Securities

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PARADISE VALLEY UNIT 3 OPTION TO PURCHASE REAL PROPERTY AND ESCROW INSTRUCTIONS BETWEEN PARADISE VALLEY COMMUNITIES NO. 1 ("Seller") AND THE FORECAST GROUP, L.P. ("Buyer") PARADISE VALLEY UNIT 3 OPTION TO PURCHASE REAL PROPERTY AND ESCROW INSTRUCTIONS...
Option to Purchase Real Property • November 13th, 1996 • Homefed Corp • Savings institution, federally chartered • California
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FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • February 2nd, 2017 • Homefed Corp • Real estate • New York

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 27, 2017, among HomeFed Corporation, a Delaware corporation (the “Company”), the guarantors party hereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”), under the Indenture dated as of June 30, 2015 among the “Company, the guarantors party thereto and the Trustee (as amended, supplemented or otherwise modified, the “Indenture”).

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Developing Classic
Employment Agreement • May 30th, 2018 • Homefed Corp • Real estate • California
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CONTRIBUTION AGREEMENT
Contribution Agreement • March 18th, 2019 • Homefed Corp • Real estate • Delaware

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of this 10th day of December, 2018 (the “Effective Date”), by and among REDSKY JZ FULTON HOLDINGS, LLC, a Delaware limited liability company, having an address at c/o RedSky Capital, LLC, 3 Hope Street, Brooklyn, New York 11211 (“Holdings”), HF FULTON STREET HOLDINGS LLC, a Delaware limited liability company, having an address at c/o HomeFed Corporation, 1903 Wright Place, Suite 220, Carlsbad, California 92008 (“HomeFed”) and REDSKY JZ FULTON INVESTORS, LLC, a Delaware limited liability company, having an address at c/o RedSky Capital, LLC, 3 Hope Street, Brooklyn, New York 11211 (the “Company”). (Holdings, HomeFed and the Company, each, a “Party”, and, collectively, the “Parties”).

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Leucadia National Corporation
Purchase Agreement • September 5th, 2014 • Homefed Corp • Real estate • Delaware

Reference is made to that certain Purchase Agreement (“Purchase Agreement”) dated as of February 28, 2014 by and among HomeFed Corporation, a Delaware corporation, Leucadia National Corporation, a New York corporation (the “Company”), and the following direct and indirect subsidiaries of the Company: Baldwin Enterprises, Inc., a Colorado corporation, Maine Isles, LLC, a Delaware limited liability company, Rockport Properties, LLC, a Delaware limited liability company, Glen Cove TND, LLC, a Delaware limited liability company, LUK-REN, Inc., a New York corporation, LUK-Myrtle Beach, LLC, a Delaware limited liability company, Leucadia Financial Corporation, a Utah corporation and Leucadia LLC, a Delaware limited liability company. The parties to this letter agreement (this “Letter Agreement”) desire to amend the Purchase Agreement, pursuant to Section 10.5 thereof, in the manner set forth in this Letter Agreement. Capitalized terms not otherwise defined in this Letter Agreement shall have

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