VOTING AGREEMENTVoting Agreement • November 4th, 2013 • TRI Pointe Homes, Inc. • Operative builders • Delaware
THIS VOTING AGREEMENT, dated as of November 3, 2013 (this “Agreement”), is between Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”) and the stockholders of TRI Pointe Homes, Inc., a Delaware corporation (“Parent”), listed on Schedule A hereto (each, a “Stockholder”).
November 3, 2013 Douglas F. Bauer c/o TRI Pointe Homes, Inc. 19520 Jamboree Road, Suite 200 Irvine, CA 92612 Facsimile: (949) 478-8601 Re: Voting Agreement Dear Douglas:Voting Agreement • November 4th, 2013 • TRI Pointe Homes, Inc. • Operative builders • Delaware
We are writing in reference to (i) the Transaction Agreement dated as of the date hereof among Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”), Weyerhaeuser Real Estate Company, a Washington corporation, TRI Pointe Homes, Inc., a Delaware corporation (“Parent”), and Topaz Acquisition, Inc., a Washington corporation and a wholly owned subsidiary of Parent (the “Transaction Agreement”), and (ii) the Voting Agreement dated as of the date hereof among Weyerhaeuser, Douglas F. Bauer (“Stockholder”), and The Bauer Family Revocable Trust U/D/T Dated December 31, 2003 (the “Voting Agreement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Transaction Agreement.
TRANSACTION AGREEMENT Dated as of the 3rd day of November, 2013, Among WEYERHAEUSER COMPANY, WEYERHAEUSER REAL ESTATE COMPANY, TRI POINTE HOMES, INC. and TOPAZ ACQUISITION, INC.Transaction Agreement • November 4th, 2013 • TRI Pointe Homes, Inc. • Operative builders • Delaware
THIS TRANSACTION AGREEMENT, dated this 3rd day of November, 2013 (this “Agreement”), is among WEYERHAEUSER COMPANY, a Washington corporation (“Weyerhaeuser”), WEYERHAEUSER REAL ESTATE COMPANY, a Washington corporation (“WRECO”) and currently an indirect wholly owned subsidiary of Weyerhaeuser, TRI POINTE HOMES, INC., a Delaware corporation (“Parent”), and TOPAZ ACQUISITION, INC., a Washington corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
VOTING AGREEMENTVoting Agreement • November 4th, 2013 • TRI Pointe Homes, Inc. • Operative builders • Delaware
THIS VOTING AGREEMENT, dated as of November 3, 2013 (this “Agreement”), is between Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”), VIII/TPC Holdings, L.L.C., a Delaware limited liability company (“Stockholder”), and SOF-VIII U.S. Holdings, L.P., a Delaware limited partnership (“Guarantor”).
November 3, 2013 Starwood Capital GroupVoting Agreement • November 4th, 2013 • TRI Pointe Homes, Inc. • Operative builders • Delaware
FIRST AMENDMENT TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 4th, 2013 • TRI Pointe Homes, Inc. • Operative builders
This FIRST AMENDMENT TO INVESTOR RIGHTS AGREEMENT, dated as of November 3, 2013 (this “Amendment”), amends the Investor Rights Agreement, dated as of January 30, 2013 (the “Investor Rights Agreement”), by and 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 F. Bauer, Thomas J. Mitchell and Michael D. Grubbs (each, a “Holder” and collectively, the “Holders”).
