William Lyon Homes Inc. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 6th, 2012 • William Lyon Homes • Operative builders • New York
William Lyon Homes Inc., a California corporation (the “Issuer”), proposes to issue and sell to CS as representative of the initial purchasers (set forth on Schedule I hereto (the “Initial Purchasers”)), upon the terms set forth in a purchase agreement dated November 5, 2012 (the “Purchase Agreement”), $325,000,000 aggregate principal amount of its 8.500% Senior Notes due 2020 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by William Lyon Homes, a Delaware corporation, (“Parent”) and the subsidiaries of the Parent listed on Schedule II hereto (such subsidiaries together with Parent, the “Guarantors” and the Guarantors together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an indenture, dated as of the date hereof (as supplemented from time to time, the “Indenture”) among the Issuer, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers, the Company ag
EMPLOYMENT AGREEMENTEmployment Agreement • December 6th, 2012 • William Lyon Homes • Operative builders • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of September 1, 2012 (the “Effective Date”) by and between William Lyon Homes, Inc., a California corporation (the “Company”), and [NAME], an individual (“Executive”) (collectively the “Parties” and individually a “Party”), with respect to the following facts and circumstances:
WILLIAM LYON HOMES 2012 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • December 6th, 2012 • William Lyon Homes • Operative builders • Delaware
As escrow agent (the “Escrow Agent”) for both William Lyon Homes, a Delaware corporation (the “Company”), and the undersigned recipient of shares of common stock of the Company (the “Participant”), you are hereby authorized and directed to hold in escrow the documents delivered to you pursuant to the terms of that certain Restricted Stock Award Agreement (“Agreement”) between the Company and the undersigned (the “Escrow”), including the stock certificate and the Assignment Separate from Certificate, in accordance with the following instructions:
AMENDMENT OF AND JOINDER TO CLASS A COMMON STOCK REGISTRATION RIGHTS AGREEMENTClass a Common Stock Registration Rights Agreement • December 6th, 2012 • William Lyon Homes • Operative builders
This amendment and joinder (this “Amendment and Joinder”), dated as of October 12, 2012, by and between WLH Recovery Acquisition LLC, a Delaware limited liability company (“Paulson”), and William Lyon Homes, a Delaware corporation (the “Company”).
WILLIAM LYON HOMES CLASS A COMMON STOCK AND CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENTSubscription Agreement • December 6th, 2012 • William Lyon Homes • Operative builders • Delaware
This Class A Common Stock and Convertible Preferred Stock Subscription Agreement (this “Agreement”) is made and entered into as of October 12, 2012, by and between William Lyon Homes, a Delaware corporation (the “Company”) and WLH Recovery Acquisition LLC, a Delaware limited liability company (the “Subscriber”).
AMENDMENT OF AND JOINDER TO CONVERTIBLE PREFERRED STOCK AND CLASS C COMMON STOCK REGISTRATION RIGHTS AGREEMENTConvertible Preferred Stock and Class C Common Stock Registration Rights Agreement • December 6th, 2012 • William Lyon Homes • Operative builders
This amendment and joinder (this “Amendment and Joinder”), dated as of October 12, 2012, by and between WLH Recovery Acquisition LLC, a Delaware limited liability company (“Paulson”), and William Lyon Homes, a Delaware corporation (the “Company”).
AMENDMENT OF AND JOINDER TO CLASS A COMMON STOCK REGISTRATION RIGHTS AGREEMENTClass a Common Stock Registration Rights Agreement • December 6th, 2012 • William Lyon Homes • Operative builders
This amendment and joinder (this “Amendment and Joinder”), dated as of October 12, 2012, by and between ColFin WLH Land Acquisitions, LLC, a Delaware limited liability company (“Colony”), and William Lyon Homes, a Delaware corporation (the “Company”).
WILLIAM LYON HOMES STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • December 6th, 2012 • William Lyon Homes • Operative builders • Delaware
William Lyon Homes, a Delaware corporation (the “Company”), pursuant to its 2012 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (“Participant”), an option to purchase the number of shares of the Company’s Class D Common Stock, par value $0.01, set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.
LOAN AGREEMENT between LYON MAYFIELD, LLC and QINA, LLC Entered into as of October 28, 2011Loan Agreement • December 6th, 2012 • William Lyon Homes • Operative builders • New York
THIS LOAN AGREEMENT (“Agreement”) is entered into as of October 28, 2011 (the “Effective Date”), by and between Lyon Mayfield, LLC, a Delaware limited liability company (“Borrower”), and Qina, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).
