0001193125-13-141356 Sample Contracts

REGISTRATION RIGHTS AGREEMENT BY AND AMONG TAYLOR MORRISON HOME CORPORATION AND CERTAIN STOCKHOLDERS DATED AS OF [ ], 2013
Registration Rights Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • New York

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [ ], 2013, is made by and among:

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23,810,000 Shares TAYLOR MORRISON HOME CORPORATION Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • New York
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TMM HOLDINGS II LIMITED PARTNERSHIP A Cayman Islands Exempted Limited Partnership Amended and Restated Agreement of Exempted Limited Partnership Dated [—], 2013
Agreement of Exempted Limited Partnership • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders

This Amended and Restated Agreement of Exempted Limited Partnership (as amended from time to time, this “Agreement”) of TMM Holdings II Limited Partnership, a Cayman Islands exempted limited partnership (the “Partnership”), dated [—], 2013 is made by and among TMM Holdings II GP, ULC, an unlimited liability company organized under the laws of British Columbia, as the general partner, TPG TMM Holdings II LP, ULC as the initial limited partner (the “Initial Limited Partner”) and each of the Persons executing this Agreement as a limited partner.

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PUT/CALL AGREEMENT
Put/Call Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • Delaware

This PUT/CALL AGREEMENT (this “Agreement”) is entered into as of [ ], 2013 by and between Taylor Morrison Home Corporation, a Delaware corporation (the “Company”) and each of the entities identified on Schedule 1 hereto (each a “Seller” and collectively, the “Sellers”).

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STOCKHOLDERS AGREEMENT BY AND AMONG TAYLOR MORRISON HOME CORPORATION AND THE STOCKHOLDERS PARTY HERETO DATED AS OF [ ], 2013
Stockholders Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • Delaware

This STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [ ], 2013, is made by and among:

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EXCHANGE AGREEMENT
Exchange Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • Delaware

This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [ ], 2013, is made by and among Taylor Morrison Home Corporation, a Delaware corporation (the “Corporation”), TMM Holdings II Limited Partnership, a Cayman Islands exempted limited partnership (“New TMM”), and the holders of New TMM Units (as defined herein) and shares of Class B Common Stock (as defined herein) from time to time party hereto (each, a “Holder”).

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REORGANIZATION AGREEMENT
Reorganization Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • New York

This Reorganization Agreement (this “Agreement”), dated as of [ ], 2013, is entered into by and among Taylor Morrison Home Corporation, a Delaware corporation (“TMHC”), TMM Holdings II Limited Partnership, a Cayman Islands exempted limited partnership (“New TMM”), TMM Holdings II GP, ULC, a British Columbia unlimited liability company (“New TMM GP”), TMM Holdings Limited Partnership, a British Columbia limited partnership (the “Partnership”), TMM Holdings (G.P.) Inc., a British Columbia corporation (“TMM GP”), Taylor Morrison Holdings, Inc., a Delaware corporation (“TMHI”), Monarch Communities Inc., a British Columbia corporation (“Monarch”), TPG TMM Holdings II, L.P., a Cayman Islands exempted limited partnership (“TPG Cayman”), TPG TMM Holdings II GP, ULC, a British Columbia unlimited liability company (“TPG Cayman GP”), OCM TMM Holdings II, L.P., a Cayman Islands exempted limited partnership (“Oaktree Cayman”), OCM TMM Holdings II GP, ULC, a British Columbia unlimited liability comp

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U.S. PARENT GOVERNANCE AGREEMENT BY AND AMONG TAYLOR MORRISON HOME CORPORATION, TAYLOR MORRISON HOLDINGS, INC., TPG TMM HOLDINGS II, L.P., OCM TMM HOLDINGS II, L.P. AND JHI HOLDING LIMITED PARTNERSHIP DATED AS OF [ ], 2013
u.s. Parent Governance Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • Delaware

This U.S. PARENT GOVERNANCE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [ ], 2013, is made by and among:

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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders

This Indemnification Agreement (this “Agreement”) is made and entered into as of this [ ] day of [—], 2013, by and among Taylor Morrison Home Corporation (the “Company”), Taylor Morrison Holdings, Inc. (“U.S. Parent”), Monarch Communities Inc. (“Canadian Parent” and, collectively with the Company and U.S. Parent, the “TMM Companies,” and each a “TMM Company”), and [ ] (“Indemnitee”).

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CANADIAN PARENT GOVERNANCE AGREEMENT BY AND AMONG TAYLOR MORRISON HOME CORPORATION, MONARCH COMMUNITIES INC., TPG TMM HOLDINGS II, L.P., OCM TMM HOLDINGS II, L.P. AND JHI HOLDING LIMITED PARTNERSHIP DATED AS OF [ ], 2013
Governance Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • Delaware

This CANADIAN PARENT GOVERNANCE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [ ], 2013, is made by and among:

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TAYLOR MORRISON HOME CORPORATION EMPLOYEE NONQUALIFIED OPTION AWARD AGREEMENT
Option Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • Delaware

THIS NONQUALIFIED OPTION AWARD AGREEMENT (the “Agreement”), dated as of [Insert Date] (the “Date of Grant”), is made by and between Taylor Morrison Home Corporation, a Delaware corporation (the “Company”), and [Insert Name] (“Participant”). Any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.

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TAYLOR MORRISON HOME CORPORATION RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of [Insert Date] (the “Date of Grant”), is made by and between Taylor Morrison Home Corporation, a Delaware corporation (the “Company”), and [Insert Name] (“Participant”). Any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.

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CLASS B COMMON STOCK SUBSCRIPTION AGREEMENT
Class B Common Stock Subscription Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • Delaware

THIS CLASS B COMMON STOCK SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of [—], 2013, by and between Taylor Morrison Home Corporation, a Delaware corporation (the “Company”), and each of the parties listed on Schedule I hereto (each, a “Subscriber”).

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