MASTER TRANSACTION AGREEMENT among AVATAR PROPERTIES INC. (the “Purchaser”) TERRA WEST COMMUNITIES LLC JEN JCH, LLC JOSEPH CARL MULAC III STEPHEN ADAMS SUN TERRA COMMUNITIES LLC (collectively, the “Sellers”) and AVATAR HOLDINGS INC. (solely for...Master Transaction Agreement • November 4th, 2010 • Avatar Holdings Inc • Operative builders • New York
EARNOUT AGREEMENTEarnout Agreement • November 4th, 2010 • Avatar Holdings Inc • Operative builders • New York
THIS EARNOUT AGREEMENT (this “Agreement”) is entered into as of October 25, 2010, by and among Avatar Holdings Inc. (the “Issuer”), Avatar Properties Inc., a wholly owned subsidiary of the Issuer (the “Purchaser”), JEN I, L.P., a Delaware limited partnership and Jen Residential LP, a Delaware limited partnership (collectively, the “Recipients”, and collectively with the Issuer and the Purchaser, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Master Transaction Agreement.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG AVATAR HOLDINGS INC. JEN I, L.P., JEN RESIDENTIAL LP AND THE OTHER SHAREHOLDERS FROM TIME TO TIME PARTY HERETO Dated as of October 25, 2010Registration Rights Agreement • November 4th, 2010 • Avatar Holdings Inc • Operative builders • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 25, 2010, among Avatar Holdings Inc., a Delaware Corporation (the “Company”), JEN I, L.P. (“JEN I”) and JEN Residential LP (“JEN Res”).
AGREEMENT AMONG TRANSACTION PARTICIPANTSAgreement Among Transaction Participants • November 4th, 2010 • Avatar Holdings Inc • Operative builders • New York
THIS AGREEMENT AMONG TRANSACTION PARTICIPANTS (this “Agreement”), dated as of October 25, 2010, is by and among JEN Partners LLC, a Delaware limited liability company (“JEN Partners”), JEN I, L.P., a Delaware limited partnership (“JEN I”), Jen Residential LP, a Delaware limited partnership (“JEN Res”), Terra West Communities LLC, a Delaware limited liability company (“Terra West”), JEN JCH, LLC, a Delaware limited liability company (“JEN JCH”), Sun Terra Communities, LLC, a Delaware limited liability company (“Sun Terra”), Joseph Carl Mulac III (“JCM”), Stephen Adams (“SA”), Mike Jesberger (“MJ”), John Kraynick (“JK”), Richard Jerman (“RJ”), Riverside Ventures LLC, a Delaware limited liability company (“Riverside”), Peter Bay Investment LLC, a Delaware limited liability company (“Peter Bay”), and William and Ruth Bloom, individuals, as joint tenants (“Bloom”).
Joint Filing AgreementJoint Filing Agreement • November 4th, 2010 • Avatar Holdings Inc • Operative builders
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D will be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each will be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but will not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is not accurate. It is understood and agreed that a copy of this Joint Filing Agreement will be attached as an exhibit of the foregoing statement on Schedule 13D.
JEN I, L.P. JEN Residential LP c/o JEN Partners, LLC c/o JEN Partners, LLC Suite 300 Suite 300 New York, NY 10022 New York, NY 10022 Attn: Reuben Leibowitz Attn: Reuben LeibowitzAvatar Holdings Inc • November 4th, 2010 • Operative builders • New York
Reference is hereby made to that certain Master Transaction Agreement, dated as of October 25, 2010, by and among Avatar Holdings, Inc. (“Avatar”), Avatar Properties Inc. (“API”), JEN Partners LLC (“JEN”) and the seller parties thereto (the “Sellers”) (the “Master Agreement”). Capitalized terms used and not defined herein shall have the respective meaning ascribed to them in the Master Agreement.
