WCI Communities, Inc. [ ] Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • July 9th, 2013 • WCI Communities, Inc. • Operative builders • New York
WCI Communities, 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 common stock, $0.01 par value (“Common Stock”) of the Company, and the persons named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the several Underwriters [ ] shares of Common Stock (said shares to be issued and sold by the Company and shares to be sold by the Selling Stockholders collectively 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 (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 Re
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 9th, 2013 • WCI Communities, Inc. • Operative builders • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated________, 2013 (the “Effective Date”) and is by and among WCI Communities, Inc., a Delaware corporation (the “Company”), Monarch Debt Recovery Master Fund Ltd, a company organized under the laws of the Cayman Islands, Monarch Master Funding Ltd, a company organized under the laws of the Cayman Islands, Monarch Opportunities Master Fund Ltd, a company organized under the laws of the Cayman Islands, Monarch Income Master Fund Ltd, a company organized under the laws of the Cayman Islands, Monarch Capital Master Partners LP, a limited partnership organized under the laws of the Cayman Islands, Monarch Alternative Solutions Master Fund LTD, a company organized under the laws of the Cayman Islands, Monarch Capital Master Partners II LP, a limited partnership organized under the laws of the Cayman Islands, Monarch Capital Master Partners II-A LP, a limited partnership organized under the laws of the Cayman Islands, Monarch Cayman F
WCI COMMUNITIES, INC. AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • July 9th, 2013 • WCI Communities, Inc. • Operative builders • Delaware
THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT, dated effective as of [·], 2013 is between WCI COMMUNITIES, INC., a Delaware corporation (the “Company”), WCI Communities Management, LLC, a Delaware limited liability company (“WCI Management”), WCI Communities, LLC, a Delaware limited liability company (“WCI LLC”) and [NAME] (“Indemnitee”), and replaces in its entirety the Indemnification Agreement between the Company and Indemnitee dated [·] (the “Former Indemnification Agreement”).
FORM OF MONARCH STOCKHOLDERS AGREEMENTStockholders Agreement • July 9th, 2013 • WCI Communities, Inc. • Operative builders • Delaware
STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of , 2013, among WCI Communities, Inc., a Delaware corporation (the “Company”) and the entities listed on Schedule A hereto (such entities, collectively, but subject to Section 3.1 hereof, the “Monarch Entities”).
FORM OF STONEHILL STOCKHOLDERS AGREEMENTStockholders Agreement • July 9th, 2013 • WCI Communities, Inc. • Operative builders • Delaware
STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of , 2013, among WCI Communities, Inc., a Delaware corporation (the “Company”) and Stonehill Institutional Partners, L.P. (“Stonehill”).
EXCHANGE AGREEMENTExchange Agreement • July 9th, 2013 • WCI Communities, Inc. • Operative builders • New York
This Exchange Agreement (this “Agreement”) is entered into by and among Ocean Ridge Capital Advisors, LLC, as trustee (the “Trustee”) of the WCI Communities, Inc. Creditor Trust (the “Trust”), and WCI Communities, Inc. (f/k/a WCI 2009 Corporation), a Delaware corporation (the “Company”), as of July 2, 2013. Each of the Trust and the Company is sometimes referred to herein as a “Party” and collectively as the “Parties” to this Agreement.
