REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 9th, 2014 • 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).
Re: Voting AgreementTRI Pointe Homes, Inc. • January 9th, 2014 • 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, Michael D. Grubbs (“Stockholder”), and Grubbs Family Trust Dated June 22, 2012 (the “Voting Agreement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Transaction Agreement.
November 3, 2013 Starwood Capital GroupTRI Pointe Homes, Inc. • January 9th, 2014 • Operative builders • Delaware
Re: Voting AgreementVoting Agreement • January 9th, 2014 • 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, Thomas J. Mitchell (“Stockholder”), and The Mitchell Family Trust U/D/T Dated February 8, 2000 (the “Voting Agreement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Transaction Agreement.
