WCI COMMUNITIES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 26th, 2014 • WCI Communities, Inc. • Operative builders • New York
WCI Communities, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to Citigroup Global Markets Inc. (the “Initial Purchaser”), upon the terms set forth in a purchase agreement dated June 23, 2014 (the “Purchase Agreement”), $50,000,000 aggregate principal amount of its 6.875% Senior Notes due 2021 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by the subsidiaries of the Issuer listed on Schedule I hereto (the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to that certain indenture (the “Original Indenture”), dated as of August 7, 2013, as supplemented by that certain first supplemental indenture, dated as of April 28, 2014 (the “First Supplemental Indenture”), and as further supplemented by that certain second supplemental indenture, dated as of the date hereof (the “Second Supplemental Indenture” and, together with the Original Indenture and the First Supplemental Indenture
WCI Communities, Inc. [ ] Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • July 24th, 2013 • WCI Communities, Inc. • Operative builders • New York
WCI Communities, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] shares of common stock, $0.01 par value (“Common Stock”) of the Company (said shares being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. The use of the neuter in this Agreement shall include the feminine and
3,250,000 Shares WCI Communities, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 13th, 2015 • WCI Communities, Inc. • Operative builders • New York
The persons named in Schedule I hereto (the “Selling Stockholders”) propose to sell to the several underwriters named in Schedule II hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) 3,250,000 shares of common stock, $0.01 par value (“Common Stock”) of WCI Communities, Inc., a corporation organized under the laws of Delaware (the “Company”) (said shares being hereinafter called the “Underwritten Securities”). The Selling Stockholders also propose to grant to the Underwriters an option to purchase up to 487,500 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requ
EMPLOYMENT AGREEMENTEmployment Agreement • July 27th, 2016 • WCI Communities, Inc. • Operative builders • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the thirty-first (31st) day of May, 2016 (the “Effective Date”), by and between WCI Communities Management, LLC, a Delaware limited liability company (the “Employer”), its parent WCI Communities, Inc., a Delaware corporation (“Parent”), WCI Communities, LLC, a Delaware limited liability company (collectively with the Employer and Parent, the “Company”) and Jonathan F. Rapaport (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 2013 • WCI Communities, Inc. • Operative builders • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated July 24, 2013 (the “Effective Date”) and is by and among WCI Communities, Inc., a Delaware corporation (the “Company”), Monarch Debt Recovery Master Fund Ltd, a company organized under the laws of the Cayman Islands, Monarch Master Funding Ltd, a company organized under the laws of the Cayman Islands, Monarch Opportunities Master Fund Ltd, a company organized under the laws of the Cayman Islands, Monarch Income Master Fund Ltd, a company organized under the laws of the Cayman Islands, Monarch Capital Master Partners LP, a limited partnership organized under the laws of the Cayman Islands, Monarch Alternative Solutions Master Fund LTD, a company organized under the laws of the Cayman Islands, Monarch Capital Master Partners II LP, a limited partnership organized under the laws of the Cayman Islands, Monarch Capital Master Partners II-A LP, a limited partnership organized under the laws of the Cayman Islands, Monarch Cayman F
EXPLANATORY NOTE TO THIS EXHIBITAgreement and Plan of Merger • September 22nd, 2016 • WCI Communities, Inc. • Operative builders • Delaware
This is an Agreement and Plan of Merger (this “Agreement”), dated as of September 22, 2016, among WCI Communities, Inc. (the “Company”), a Delaware corporation, Lennar Corporation (“Parent”), a Delaware corporation, Marlin Blue LLC (“LLC Sub”), a Delaware limited liability company and a direct, wholly owned subsidiary of Parent, and Marlin Green Corp. (“Corporate Sub” and, together with LLC Sub, “Merger Subs”), a Delaware corporation and a direct, wholly owned subsidiary of Parent. Each of the Company, Parent, LLC Sub and Corporate Sub are referred to herein as the “Parties”. All capitalized terms used in this Agreement shall have the meanings assigned to them in Section 9.22 or as otherwise defined elsewhere in this Agreement unless the context clearly requires otherwise.
WCI COMMUNITIES, INC. AMENDED AND RESTATED AMENDED AND RESTATED LTIP AWARD AGREEMENTLtip Award Agreement • July 15th, 2013 • WCI Communities, Inc. • Operative builders • Florida
THIS AMENDED AND RESTATED LTIP AWARD AGREEMENT (this “Agreement”), is entered into on this day of , 2013 by and between WCI Communities, Inc., WCI Communities Management, LLC, and WCI Communities, LLC, (collectively, “WCI”), and (the “Participant”), effective as of the day immediately following the Public Trading Date (the “Effective Date”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • May 6th, 2014 • WCI Communities, Inc. • Operative builders • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 28, 2014, among WCI Communities, Inc., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”).
FOURTH AMENDMENT TO LEASE AGREEMENTLease Agreement • February 27th, 2014 • WCI Communities, Inc. • Operative builders
THIS FOURTH AMENDMENT TO LEASE AGREEMENT (“Amendment”) is made and entered into this day 19th of September 2013, by and between WALDEN CENTER LP, a Delaware limited partnership (“Landlord”), and WCI COMMUNITIES LLC, a Delaware limited liability company (“Tenant”).
3,250,000 Shares WCI Communities, Inc. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 17th, 2015 • WCI Communities, Inc. • Operative builders • New York
The persons named in Schedule I hereto (the “Selling Stockholders”) propose to sell to the several underwriters named in Schedule II hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) 3,250,000 shares of common stock, $0.01 par value (“Common Stock”) of WCI Communities, Inc., a corporation organized under the laws of Delaware (the “Company”) (said shares being hereinafter called the “Underwritten Securities”). The Selling Stockholders also propose to grant to the Underwriters an option to purchase up to 487,500 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requ
Jonathan F. Rapaport CONFIDENTIAL Dear Jonathan,WCI Communities, Inc. • November 1st, 2016 • Operative builders
As you know, WCI Communities, Inc. (the “Company”) has entered into an agreement pursuant to which it will be acquired by Lennar Corporation (the transactions contemplated by such agreement, the “Transaction”). In connection with the Transaction, the Company has determined that you will be eligible to receive a retention bonus.
WCI COMMUNITIES, INC. AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • July 9th, 2013 • WCI Communities, Inc. • Operative builders • Delaware
THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT, dated effective as of [·], 2013 is between WCI COMMUNITIES, INC., a Delaware corporation (the “Company”), WCI Communities Management, LLC, a Delaware limited liability company (“WCI Management”), WCI Communities, LLC, a Delaware limited liability company (“WCI LLC”) and [NAME] (“Indemnitee”), and replaces in its entirety the Indemnification Agreement between the Company and Indemnitee dated [·] (the “Former Indemnification Agreement”).
Vivien Hastings CONFIDENTIAL Dear Vivien,WCI Communities, Inc. • November 1st, 2016 • Operative builders
As you know, WCI Communities, Inc. (the “Company”) has entered into an agreement pursuant to which it will be acquired by Lennar Corporation (the transactions contemplated by such agreement, the “Transaction”). In connection with the Transaction, the Company has determined that you will be eligible to receive a retention bonus.
SIXTH AMENDMENT TO LEASE AGREEMENTLease Agreement • July 29th, 2015 • WCI Communities, Inc. • Operative builders • Florida
THIS SIXTH AMENDMENT TO LEASE AGREEMENT (“SIXTH AMENDMENT”) is made and entered into this 23 day of July, 2015 (the “Effective Date”) by and between WALDEN CENTER LP, a Delaware limited partnership (“Landlord”) and WCI COMMUNITIES LLC, a Delaware limited liability company (“Tenant”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 24th, 2013 • WCI Communities, Inc. • Operative builders • Florida
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the sixteenth (16th) day of August, 2012 (the “Effective Date”), by and between WCI Communities Management, LLC, a Delaware limited liability company (the “Employer”), its parent WCI Communities, Inc., a Delaware corporation (“Parent”), WCI Communities, LLC, a Delaware limited liability company (collectively with the Employer and Parent, the “Company”) and Vivien Hastings (the “Executive”), and replaces in its entirety the Amended and Restated Employment Agreement between Employer and Executive dated October 20, 2011 (“Former Employment Agreement”).
EXCHANGE AGREEMENTExchange Agreement • July 9th, 2013 • WCI Communities, Inc. • Operative builders • New York
This Exchange Agreement (this “Agreement”) is entered into by and among Ocean Ridge Capital Advisors, LLC, as trustee (the “Trustee”) of the WCI Communities, Inc. Creditor Trust (the “Trust”), and WCI Communities, Inc. (f/k/a WCI 2009 Corporation), a Delaware corporation (the “Company”), as of July 2, 2013. Each of the Trust and the Company is sometimes referred to herein as a “Party” and collectively as the “Parties” to this Agreement.
WCI COMMUNITIES, INC., as Issuer THE SUBSIDIARY GUARANTORS named herein, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeSupplemental Indenture • August 8th, 2013 • WCI Communities, Inc. • Operative builders • New York
INDENTURE dated as of August 7, 2013, among WCI COMMUNITIES, INC., a Delaware corporation (the “Issuer”), the Subsidiary Guarantors (as hereinafter defined) that from time to time become parties to this Indenture and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee (the “Trustee”).
SIXTH AMENDMENT TO REAL ESTATE BROKERAGE FRANCHISE AGREEMENTReal Estate Brokerage Franchise Agreement • June 14th, 2013 • WCI Communities, Inc. • Operative builders
This Sixth Amendment to Real Estate Brokerage Franchise Agreement (“Sixth Amendment”) is executed this 28th day of May, 2013, (the “Effective Date”), by and between BRER Affiliates LLC, f/k/a Prudential Real Estate Affiliates, Inc., a Delaware limited liability company (“Franchisor”), and Watermark Realty, Inc., a Delaware corporation doing business in the state of Florida as Prudential Florida Realty (“Franchisee”), with reference to the following facts:
FIRST AMENDMENT TO LETTER OF CREDIT AGREEMENTLetter of Credit Agreement • May 24th, 2013 • WCI Communities, Inc. • Operative builders • New York
This First Amendment to Letter of Credit Agreement (this “Amendment”) made effective as of November 21, 2011, the (the “Effective Date”), is between BANK OF AMERICA, N.A., a national banking association (“Bank”) and WCI Communities, LLC, a Delaware limited liability company (“WCI”).
REVOLVING CREDIT AGREEMENT Dated as of August 27, 2013 among WCI COMMUNITIES, INC. as Borrower THE BANKS PARTY HERETO CITIBANK, N.A. as Administrative Agent, CITIGROUP GLOBAL MARKETS INC. and J.P. MORGAN SECURITIES LLC, as Joint Lead Arrangers and...Revolving Credit Agreement • August 29th, 2013 • WCI Communities, Inc. • Operative builders • New York
This Revolving Credit Agreement (as it may from time to time be supplemented, modified, amended, renewed, extended or supplanted, this “Agreement”), dated as of August 27, 2013, is entered into by and among WCI COMMUNITIES, INC., a Delaware corporation (the “Borrower”), each financial institution set forth on the signature pages of this Agreement or which from time to time becomes party hereto (collectively, the “Banks” and individually, a “Bank”), Citibank, N.A., as Administrative Agent, and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as Joint Lead Arrangers and Joint Book Managers.
THIRD AMENDMENT TO LETTER OF CREDIT AGREEMENTLetter of Credit Agreement • May 24th, 2013 • WCI Communities, Inc. • Operative builders • New York
This Third Amendment to Letter of Credit Agreement (this “Amendment”) made effective as of November 30, 2012, (the “Effective Date”), is between BANK OF AMERICA, N.A., a national banking association (“Bank”) and WCI COMMUNITIES, LLC, a Delaware limited liability company (“WCI”).
CONFIDENTIAL PORTIONS OF THIS EXHIBIT MARKED AS [***] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THIRD AMENDMENT TO FRANCHISE AGREEMENTFranchise Agreement • February 22nd, 2016 • WCI Communities, Inc. • Operative builders
THIS THIRD AMENDMENT TO FRANCHISE AGREEMENT (this “Third Amendment”) is executed as of the 30 day of April, 2014, but is made retroactively effective as of October 1, 2013, by and between BHH Affiliates, LLC, a Delaware limited liability company (“Franchisor”) and Watermark Realty, Inc., a Delaware corporation doing business in the State of Florida as Berkshire Hathaway HomeServices Florida Realty (“Franchisee”) (Franchisor and Franchisee are sometimes collectively referred to as the “Parties”), with reference to the following facts:
RENEWAL AMENDMENT TO REAL ESTATE BROKERAGE FRANCHISE AGREEMENTReal Estate Brokerage Franchise Agreement • May 30th, 2013 • WCI Communities, Inc. • Operative builders
This Renewal Amendment to Real Estate Brokerage Franchise Agreement (“Renewal Amendment”) is made and entered into as of March 4, 2004 (the “Effective Date”), by and between The Prudential Real Estate Affiliates, Inc., a Delaware corporation (“Franchisor”), and Watermark Realty, Inc., a Delaware corporation, doing business in the State of Florida as Prudential Florida WCI Realty (“Franchisee”).
WCI COMMUNITIES, INC. LONG -TERM EQUITY INCENTIVE PLAN EMPLOYEE RESTRICTED STOCK AGREEMENTEmployee Restricted Stock Agreement • May 24th, 2013 • WCI Communities, Inc. • Operative builders • Delaware
THIS AGREEMENT (“Agreement”) made as of the day of March, 2010 (the “Grant Date”), between WCI Communities, Inc., a Delaware corporation (“WCI” or the “Company”), and (“Participant”). Capitalized terms not defined herein shall have the meaning ascribed thereto in the WCI Communities, Inc. Long-Term Equity Incentive Plan (the “Plan”).
FIRST AMENDMENT TO FRANCHISE AGREEMENTFranchise Agreement • May 30th, 2013 • WCI Communities, Inc. • Operative builders
THIS FIRST AMENDMENT TO FRANCHISE AGREEMENT (this “First Amendment”) is executed as of the 28th day of May, 2013, but made effective as of the “Effective Date” set forth herein, by and between BHH Affiliates, LLC by and between BHH Affiliates, LLC, a Delaware limited liability company (“Franchisor”) and Watermark Realty, Inc., a Delaware corporation proposing to do business in the State of Florida as Berkshire Hathaway HomeServices Florida Realty (“Franchisee”) (Franchisor and Franchisee are sometimes collectively referred to as the “Parties”).
WCI COMMUNITIES, INC. 24301 Walden Center Drive Bonita Springs, FL 34134Letter Agreement • December 23rd, 2016 • WCI Communities, Inc. • Operative builders
This letter agreement (the “Letter Agreement”), entered into as of the date hereof (the “Effective Date”), confirms certain understandings between WCI Communities, Inc. (the “Company”) and you with respect to your bonus under the 2016 Management Incentive Compensation Plan (the “2016 MICP”). You are currently eligible to receive a bonus (your “2016 MICP Bonus”) under the 2016 MICP with a target bonus opportunity equal to $1,600,000 (the “Target Bonus Amount”). The Company and you hereby agree as follows with respect to your 2016 MICP Bonus:
AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • April 27th, 2016 • WCI Communities, Inc. • Operative builders • New York
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is dated as of March 16, 2016 (this “Amendment”), and is by and between CITIBANK, N.A., in its capacity as Administrative Agent under the Credit Agreement referred to below, and WCI COMMUNITIES, INC., as Borrower thereunder.
April 25, 2013 Wilmington Trust, National Association As Administrative Agent and Collateral AgentWCI Communities, Inc. • May 24th, 2013 • Operative builders
AMENDED AND RESTATED SECOND AMENDMENT TO REAL ESTATE BROKERAGE FRANCHISE AGREEMENT (Residential Exclusivity Amendment)Brokerage Franchise Agreement • May 30th, 2013 • WCI Communities, Inc. • Operative builders
This Amended and Restated Second Amendment to Real Estate Brokerage Franchise Agreement (“Restated Exclusivity Amendment”) is made and entered into this 30th day of January, 2009 (the “Effective Date”) by and between Prudential Real Estate Affiliates, Inc., a Delaware corporation (“Franchisor”), and Watermark Realty. Inc., a Delaware corporation doing business in the state of Florida as Prudential Florida Realty (“Franchisee”), with reference to the following facts:
WCI COMMUNITIES, INC. LTIP AWARD AGREEMENTLtip Award Agreement • May 24th, 2013 • WCI Communities, Inc. • Operative builders • Florida
THIS LTIP AWARD AGREEMENT (this “Agreement”), is made and effective as of this day of , (the “Date of Grant”), by and between WCI Communities, Inc., WCI Communities Management, LLC, and WCI Communities, LLC, (collectively, “WCI”), and (the “Participant”).
FORM OF MONARCH STOCKHOLDERS AGREEMENTForm of Monarch Stockholders Agreement • July 9th, 2013 • WCI Communities, Inc. • Operative builders • Delaware
STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of , 2013, among WCI Communities, Inc., a Delaware corporation (the “Company”) and the entities listed on Schedule A hereto (such entities, collectively, but subject to Section 3.1 hereof, the “Monarch Entities”).
WCI COMMUNITIES, INC. LONG -TERM EQUITY INCENTIVE PLAN DIRECTORS RESTRICTED STOCK AGREEMENTDirectors Restricted Stock Agreement • May 24th, 2013 • WCI Communities, Inc. • Operative builders • Delaware
THIS AGREEMENT made as of the day of April, 2010 (the “Grant Date”), between WCI Communities, Inc., a Delaware corporation (“WCI”), and (“Participant”). Capitalized terms not defined herein shall have the meaning ascribed thereto in the WCI Communities, Inc. Long-Term Equity Incentive Plan (as amended to date, the “Plan”).
BERKSHIRE HATHAWAY HOMESERVICES FRANCHISE AGREEMENTBerkshire Hathaway Homeservices Franchise Agreement • May 30th, 2013 • WCI Communities, Inc. • Operative builders • Delaware
This Franchise Agreement (“Agreement”) is made and entered into as of this 28th day of May, 2013 and effective as of the “Effective Date” as that term is defined in that certain First Amendment to Real Estate Brokerage Franchise Agreement (“First Amendment”) which is being executed concurrently, by and between BHH Affiliates, LLC, a Delaware limited liability company (“Franchisor”), and Watermark Realty, Inc., a Delaware corporation proposing to do business in the State of Florida as Berkshire Hathaway HomeServices Florida Realty (“Franchisee”).
Russell Devendorf CONFIDENTIAL Dear Russell,WCI Communities, Inc. • November 1st, 2016 • Operative builders
As you know, WCI Communities, Inc. (the “Company”) has entered into an agreement pursuant to which it will be acquired by Lennar Corporation (the transactions contemplated by such agreement, the “Transaction”). In connection with the Transaction, the Company has determined that you will be eligible to receive a retention bonus.
STONEHILL STOCKHOLDERS AGREEMENTStonehill Stockholders Agreement • August 20th, 2013 • WCI Communities, Inc. • Operative builders • Delaware
STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of July 24, 2013, among WCI Communities, Inc., a Delaware corporation (the “Company”) and Stonehill Institutional Partners, L.P. (“Stonehill”).
