0001193125-08-145025 Sample Contracts

Dated as of June 27, 2008 STANDARD PACIFIC CORP. and MP CA HOMES LLC STOCKHOLDERS AGREEMENT
Stockholders Agreement • July 1st, 2008 • Standard Pacific Corp /De/ • Operative builders • Delaware

Stockholders Agreement, dated as of June 27, 2008 (this “Agreement”), by and between Standard Pacific Corp., a Delaware corporation (including successors, the “Company”), and MP CA Homes LLC, a Delaware limited liability company (including successors, the “Investor”).

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AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • July 1st, 2008 • Standard Pacific Corp /De/ • Operative builders • New York

This AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHTS AGREEMENT (this “Amendment”), dated as of June 27, 2008, is by and between Standard Pacific Corp., a Delaware corporation (the “Corporation”), and Mellon Investor Services LLC, as Rights Agent (the “Rights Agent”).

AMENDMENT NO. 1 TO INVESTMENT AGREEMENT
Investment Agreement • July 1st, 2008 • Standard Pacific Corp /De/ • Operative builders • New York

This Amendment No. 1 (this “Amendment”) is entered into as of June 27, 2008, between MP CA Homes LLC, a Delaware limited liability company (the “Investor”) and Standard Pacific Corp., a Delaware corporation (including its successors, the “Company”), for the purpose of amending that certain Investment Agreement, dated as of May 26, 2008 (the “Agreement”), between the Investor and the Company.

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