0001193125-13-332696 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 13th, 2013 • TRI Pointe Homes, Inc. • Operative builders • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated January 30, 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).

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Contract
Investor Rights Agreement • August 13th, 2013 • TRI Pointe Homes, Inc. • Operative builders • Delaware

INVESTOR RIGHTS AGREEMENT (the “Agreement”), dated as of January 30, 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”).

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