REGISTRATION RIGHTS AGREEMENT BY AND AMONG TAYLOR MORRISON HOME CORPORATION AND CERTAIN STOCKHOLDERS DATED AS OF APRIL 9, 2013Registration Rights Agreement • April 15th, 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 April 9, 2013, is made by and among:
AMENDMENT AGREEMENT dated as of April 12, 2013 (this “Agreement”), to the Credit Agreement dated as of July 13, 2011 (as amended and restated as of April 13, 2012 and as thereafter amended as of August 15, 2012 and December 27, 2012, the “Existing...Credit Agreement • April 15th, 2013 • Taylor Morrison Home Corp • Operative builders • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is dated as of July 13, 2011, amended and restated as of April 13, 2012, as thereafter amended as of August 15, 2012 and December 27, 2012, and as further amended and restated as of April 12, 2013, and entered into by and among TAYLOR MORRISON COMMUNITIES, INC., a Delaware corporation (the “U.S. Borrower”), as co-borrower, MONARCH CORPORATION, an Ontario corporation (the “Canadian Borrower” and, together with the U.S. Borrower, the “Co-Borrowers”), TMM HOLDINGS LIMITED PARTNERSHIP, a British Columbia limited partnership (“Holdings”), MONARCH COMMUNITIES INC., a company continued under the laws of the province of British Columbia (“Canada Holdings”), MONARCH PARENT INC., a company incorporated under the laws of the province of British Columbia (“Canada Intermediate Holdings”), TAYLOR MORRISON HOLDINGS, INC., a Delaware corporation (“U.S. Holdings”), TAYLOR MORRISON FINANCE, INC., a Delaware corporation (“U.S. FinCo”), EACH LENDER FROM TI
STOCKHOLDERS AGREEMENT BY AND AMONG TAYLOR MORRISON HOME CORPORATION AND THE STOCKHOLDERS PARTY HERETO DATED AS OF APRIL 9, 2013Stockholders Agreement • April 15th, 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 April 9, 2013, is made by and among:
TMM HOLDINGS II LIMITED PARTNERSHIP A Cayman Islands Exempted Limited Partnership Amended and Restated Agreement of Exempted Limited Partnership Dated April 9, 2013Taylor Morrison Home Corp • April 15th, 2013 • 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 April 9, 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.
PUT/CALL AGREEMENTPut/Call Agreement • April 15th, 2013 • Taylor Morrison Home Corp • Operative builders • Delaware
This PUT/CALL AGREEMENT (this “Agreement”) is entered into as of April 9, 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”).
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 APRIL 9, 2013Parent Governance Agreement • April 15th, 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 April 9, 2013, is made by and among:
EXCHANGE AGREEMENTExchange Agreement • April 15th, 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 April 9, 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”).
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 APRIL 9, 2013Canadian Parent Governance Agreement • April 15th, 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 April 9, 2013, is made by and among:
REORGANIZATION AGREEMENTReorganization Agreement • April 15th, 2013 • Taylor Morrison Home Corp • Operative builders • New York
This Reorganization Agreement (this “Agreement”), dated as of April 9, 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
