REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2013 • TRI Pointe Homes, LLC • Operative builders • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated , 2013 and is by and among TRI Pointe Homes, Inc., a Delaware corporation (the “Company”) (having been converted from TRI Pointe Homes, LLC in connection with the initial public offering (“IPO”) of shares of Common Stock (as hereinafter defined) of the Company), VIII/TPC Holdings, L.L.C., a Delaware limited liability company (the “Starwood Fund Stockholder”), and the TPH Stockholders (as hereinafter defined).
TRI Pointe Homes, Inc. Shares Common Stock ($0.01 par value per share) Underwriting AgreementTRI Pointe Homes, LLC • January 25th, 2013 • Operative builders • New York
TRI Pointe Homes, 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 per share (“Common Stock”) of the Company, and VIII/TPC Holdings, L.L.C., a Delaware limited liability company (the “Selling Stockholder”), proposes 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 Stockholder collectively being hereinafter called the “Underwritten Securities”). The Selling Stockholder 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”). Certain terms used herein are defined in Section 20 hereof. As p
ContractInvestor Rights Agreement • January 25th, 2013 • TRI Pointe Homes, LLC • Operative builders • Delaware
INVESTOR RIGHTS AGREEMENT (the “Agreement”), dated as of , 2013, among TRI Pointe Homes, Inc., a Delaware corporation (the “Company”), VIII/TPC Holdings, L.L.C., a Delaware limited liability company (the “Starwood Fund”), BMG Homes, Inc., The Bauer Revocable Trust U/D/T Dated December 31, 2003, Grubbs Family Trust Dated June 22, 2012, The Mitchell Family Trust U/D/T Dated February 8, 2000, Douglas J. Bauer, Thomas J. Mitchell and Michael D. Grubbs (each a “Holder” and collectively, the “Holders”).
PLAN OF CONVERSIONPlan of Conversion • January 25th, 2013 • TRI Pointe Homes, LLC • Operative builders • Delaware
This Plan of Conversion (this “Plan of Conversion”) of TRI Pointe Homes, LLC, a Delaware limited liability company (the “Company”), is made and entered into effective as of , 2013 in accordance with the terms of the Company’s Limited Liability Company Operating Agreement, dated as of September 24, 2010, as amended (the “LLC Agreement”), the Delaware Limited Liability Company Act and the Delaware General Corporation Law. Capitalized terms used but not otherwise defined in this Plan of Conversion have the meanings ascribed to such terms in the LLC Agreement.
