CONTRIBUTION AND SALE AGREEMENT by and among FIVE POINT HOLDINGS, INC. NEWHALL HOLDING COMPANY, LLC NEWHALL INTERMEDIARY HOLDING COMPANY, LLC NEWHALL LAND DEVELOPMENT, LLC THE SHIPYARD COMMUNITIES, LLC UST LENNAR HW SCALA SF JOINT VENTURE HPSCP...Contribution and Sale Agreement • July 7th, 2015 • Lennar Corp /New/ • General bldg contractors - residential bldgs • Delaware
THIS CONTRIBUTION AND SALE AGREEMENT (including all exhibits and schedules, this “Agreement”) is made and entered into as of July 2, 2015, by and among FIVE POINT HOLDINGS, INC., a Delaware corporation (the “Company”), NEWHALL HOLDING COMPANY, LLC., a Delaware limited liability company (“Newhall Holding”), NEWHALL INTERMEDIARY HOLDING COMPANY, LLC, a Delaware limited liability company (the “Operating Company”), NEWHALL LAND DEVELOPMENT, LLC, a Delaware limited liability company (“Newhall Land”), THE SHIPYARD COMMUNITIES, LLC, a Delaware limited liability company (the “Hunters Point Venture”), UST LENNAR HW SCALA SF JOINT VENTURE, a Delaware general partnership (“UST Lennar”), HPSCP OPPORTUNITIES, L.P., a Delaware limited partnership (“Castlelake HP”), HERITAGE FIELDS LLC, a Delaware limited liability company (the “El Toro Venture”), LENNAR HERITAGE FIELDS, LLC, a California limited liability company (“Lennar HF”), MSD HERITAGE FIELDS, LLC, a Delaware limited liability company (“MSD”),
