TAX RECEIVABLE AGREEMENT among UCP, INC. UCP, LLC and PICO HOLDINGS, INC Dated as of __________ __, 2013Tax Receivable Agreement • June 14th, 2013 • UCP, Inc. • Operative builders • Delaware
TAX RECEIVABLE AGREEMENT, dated as of ___________ __, 2013 (this “Agreement”), among UCP, Inc., a Delaware corporation (“UCP, Inc.”), UCP, LLC, a Delaware limited liability company (the “Company”), and PICO Holdings, Inc., a California corporation (“PICO”). Capitalized terms used but not otherwise defined are defined in or by reference to Section 1.01.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 14th, 2013 • UCP, Inc. • Operative builders • Delaware
THIS TRANSITION SERVICES AGREEMENT (including the exhibits hereto, the “Agreement”) is entered into as of the day of , 2013 (the “Effective Date”), by and between PICO HOLDINGS, INC., a California corporation (“PICO”), and UCP, INC., a Delaware corporation (“UCP”). PICO and UCP may be referred to in this Agreement separately as a “Party” or collectively as the “Parties.”
EXCHANGE AGREEMENTExchange Agreement • June 14th, 2013 • UCP, Inc. • Operative builders • Delaware
This EXCHANGE AGREEMENT (the “Agreement”) is entered into as of ____________, 2013, by and among UCP, Inc., a Delaware corporation (“UCP ”), UCP, LLC, a Delaware limited liability company (the “ Company ”), and PICO Holdings, Inc., a California corporation (together with its subsidiaries other than the Company, “PICO”), with respect to the following facts:
ContractInvestor Rights Agreement • June 14th, 2013 • UCP, Inc. • Operative builders • Delaware
INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of , 2013, among UCP, Inc. a Delaware corporation (the “Company”), and PICO Holdings, Inc., a California corporation (“PICO”) and the sole stockholder of the Company, Dustin L. Bogue, James W. Fletcher and William J. La Herran (each a “Holder” and collectively, the “Holders”).
