AV Homes - Saronno at Estrella

SECOND AMENDED AND RESTATED BYLAWS OF AV HOMES, INC. Dated as of October 2, 2018 (October 2nd, 2018)

Second Supplemental Indenture (October 2nd, 2018)

Seventh Supplemental Indenture (October 2nd, 2018)

Third Amended and Restated Certificate of Incorporation of Av Homes, Inc. (October 2nd, 2018)

AGREEMENT AND PLAN OF MERGER by and Among TAYLOR MORRISON HOME CORPORATION, TAYLOR MORRISON COMMUNITIES, INC. (Solely for Purposes of Sections 5.13, 7.3 and 8.14), THOR MERGER SUB, INC. And AV HOMES, INC. Dated as of June 7, 2018 (June 7th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of June 7, 2018 (this Agreement), is made by and among Taylor Morrison Home Corporation, a Delaware corporation (Parent); solely for purposes of Sections 5.13, 7.3 and 8.14, Taylor Morrison Communities, Inc., a Delaware corporation and an indirect subsidiary of Parent (Intermediate Parent); Thor Merger Sub, Inc., a Delaware corporation and an indirect subsidiary of Parent (Merger Sub); and AV Homes, Inc., a Delaware corporation (the Company). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4, Section 8.5 or as otherwise defined elsewhere in this Agreement, unless the context clearly indicates otherwise.

Voting Agreement (June 7th, 2018)

This Voting Agreement (this Agreement), dated as of June 6, 2018, is made by and between Taylor Morrison Home Corporation, a Delaware corporation (the Parent), and TPG Aviator, L.P., a Delaware limited partnership (the Stockholder). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below), each as in effect on the date hereof.

Amendment to Executive Employment Agreement (February 23rd, 2018)

THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made and entered into by and between AV Homes, Inc. ("Company") and _______________ ("Executive") to amend that certain Executive Employment Agreement dated _______________, as amended (the "Agreement"). The parties to the Agreement wish to amend the provisions of the Agreement providing for severance benefits in the event of certain terminations of Executive's employment within twenty-four (24) months of a Change in Control (as defined in the Agreement).

CREDIT AGREEMENT Among AV HOMES, INC., as Borrower, and the Several Lenders From Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as an Issuing Lender and Administrative Agent and CITIBANK, N.A., as Syndication Agent Dated as of May 18, 2017 JPMORGAN CHASE BANK, N.A. And CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Bookrunners (May 18th, 2017)

CREDIT AGREEMENT (this Agreement), dated as of May 18, 2017, among AV HOMES, INC., a Delaware corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), JPMORGAN CHASE BANK, N.A., as an Issuing Lender and Administrative Agent (each as hereinafter defined) and CITIBANK, N.A., as Syndication Agent (in such capacity, the Syndication Agent).

Registration Rights Agreement (May 18th, 2017)

This REGISTRATION RIGHTS AGREEMENT, dated as of May 18, 2017 (this Agreement), is entered into by and among AV Homes, Inc., a Delaware corporation (the Company), the guarantors listed in Schedule 1 hereto (the Initial Guarantors), and J.P. Morgan Securities LLC (J.P. Morgan) as representative of the several initial purchasers listed in Schedule 1 to the Purchase Agreement referred to below (the Initial Purchasers).

SENIOR NOTES INDENTURE Dated as of May 18, 2017 Among AV HOMES, INC., THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 6.625% SENIOR NOTES DUE 2022 (May 18th, 2017)

INDENTURE, dated as of May 18, 2017, among AV Homes, Inc., a Delaware corporation (the Company), the Subsidiary Guarantors listed on the signature pages hereto and Wilmington Trust, National Association, a national banking association, as Trustee.

AV HOMES, INC. 2015 INCENTIVE COMPENSATION PLAN Restricted Stock Unit Award Agreement (February 24th, 2017)

AV Homes, Inc. (the "Company"), pursuant to its 2015 Incentive Compensation Plan (the "Plan"), hereby grants to you, the Participant named below, an award of units representing the right to receive shares of the Company's common stock, whose vesting is subject the satisfaction of service-based conditions shown below (the "Restricted Stock Units" or the "Units"). The terms and conditions of this Restricted Stock Unit Award are set forth in this Restricted Stock Unit Award Agreement (the "Agreement"), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.

AV HOMES, INC. 2015 Incentive Compensation Plan Non-Qualified Stock Option Agreement (February 24th, 2017)

AV Homes, Inc. (the "Company"), pursuant to its 2015 Incentive Compensation Plan (the "Plan"), hereby grants an Option to purchase shares of the Company's common stock to you, the Participant named below. The terms and conditions of the Option Award are set forth in this Option Agreement (the "Agreement"), consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.

AV HOMES, INC. 2015 INCENTIVE COMPENSATION PLAN Performance Share Unit Award Agreement (February 24th, 2017)

AV Homes, Inc. (the "Company"), pursuant to its 2015 Incentive Compensation Plan (the "Plan"), hereby grants to you, the Participant named below, an award of units representing the right to receive shares of the Company's common stock, whose vesting is subject to the satisfaction of both service-based and performance-based conditions (the "Performance Share Units" or "Units"). The terms and conditions of this Performance Share Unit Award are set forth in this Performance Share Unit Award Agreement (the "Agreement"), consisting of this cover page and the Terms and Conditions on the following pages (including the appendices thereto), and in the Plan document, a copy of which has been provided to you. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.

Av Homes, Inc. Amendment to Deferred Compensation Agreement for Non-Employee Director Fees (February 24th, 2017)

This Amendment to Deferred Compensation Agreement (this "Amendment"), dated as of December ____, 2016, is made by and between AV Homes, Inc., a Delaware corporation (the "Company"), and you, __________________, a non-employee director of the Company, pursuant to the AV Homes, Inc. 2015 Incentive Compensation Plan (the "Plan"). To the extent any capitalized term used in this Amendment is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it may be amended in the future or the Agreement (as defined below), as applicable.

Amendment to Executive Employment Agreement (February 24th, 2017)

THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made and entered into by and between AV Homes, Inc. ("Company") and ______________________ ("Executive") to amend that certain Executive Employment Agreement dated ___________________ (the "Agreement"). The parties to the Agreement wish to amend the provisions of the Agreement providing for an annual stock bonus to permit flexibility in the terms of such bonus award from year to year.

Omnibus Amendment (July 28th, 2016)

OMNIBUS AMENDMENT (this Amendment), dated as of July 28, 2016, consisting of (i) the FOURTH AMENDMENT to the Credit Agreement, dated as of April 7, 2014 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the Credit Agreement), among AV HOMES, INC., a Delaware corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties thereto (the Lenders) and JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (in its capacity as administrative agent, the Administrative Agent, in its capacity as collateral agent, the Collateral Agent and collectively, the Agents) and (ii) the FIRST AMENDMENT to the Guarantee and Collateral Agreement, dated as of April 7, 2014 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the Security Agreement), made by the Borrower and certain of its Subsidiaries (each individually a Guarantor and collectively the Guarantors) in favor of

AV HOMES, INC. 2015 INCENTIVE COMPENSATION PLAN Restricted Share Award Agreement (March 4th, 2016)

AV Homes, Inc. (the "Company"), pursuant to its 2015 Incentive Compensation Plan (the "Plan"), hereby grants to you, the Participant named below, an award of shares of the Company's common stock whose vesting is subject the satisfaction of service-based conditions (the "Restricted Shares"). The terms and conditions of this Restricted Share Award are set forth in this Restricted Share Award Agreement (the "Agreement"), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you.

AV HOMES, INC. 2015 INCENTIVE COMPENSATION PLAN Performance Share Award Agreement (March 4th, 2016)

AV Homes, Inc. (the "Company"), pursuant to its 2015 Incentive Compensation Plan (the "Plan"), hereby grants to you, the Participant named below, an award of shares of the Company's common stock whose vesting is subject the satisfaction of both service-based and performance-based conditions (the "Performance Shares"). The terms and conditions of this Performance Share Award are set forth in this Performance Share Award Agreement (the "Agreement"), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you.

Form of Deferred Compensation Agreement for Non-Employee Director Fees (July 31st, 2015)

This Deferred Compensation Agreement (this "Agreement"), dated as of [___________], is made by and between AV Homes, Inc., a Delaware corporation (the "Company"), and you, [____________], a non-employee director of the Company, pursuant to the AV Homes, Inc. 2015 Incentive Compensation Plan (the "Plan"). To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it may be amended in the future.

Form Non-Employee Director Restricted Stock Unit Agreement (July 31st, 2015)

This RESTRICTED STOCK UNIT AGREEMENT, dated [_________] (this "Agreement"), is made by and between AV Homes, Inc., a Delaware corporation (the "Company") and you, [_______________], A NON-EMPLOYEE DIRECTOR OF THE Company, pursuant to the AV Homes, Inc. 2015 Incentive Compensation Plan (the "Plan"). To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it may be amended in the future.

AV HOMES, INC., as Issuer THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of June 23, 2015 to the INDENTURE Dated as of February 4, 2011 6.00% SENIOR CONVERTIBLE NOTES DUE 2020 (June 23rd, 2015)

THIS THIRD SUPPLEMENTAL INDENTURE, dated as of June 23, 2015 (this Supplemental Indenture), by and among AV HOMES, INC., a Delaware corporation (the Company), the Subsidiary Guarantors (as hereinafter defined), and WILMINGTON TRUST, NATIONAL ASSOCIATION (as successor by merger to Wilmington Trust FSB), a national banking association, as Trustee hereunder (the Trustee).

Av Homes, Inc. Securities Purchase Agreement (June 23rd, 2015)

(the Undersigned), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (Accounts) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is purchasing New Notes (as defined below) hereunder, an Investor), enters into this Securities Purchase Agreement (the Agreement) with AV Homes, Inc., a Delaware corporation (the Company) on June 17, 2015 whereby the Investors will purchase the Companys new 6.00% Senior Convertible Notes due 2020 (the New Notes) that will be issued pursuant to the provisions of an Indenture dated as of February 4, 2011 (the Base Indenture) between the Company and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as Trustee (the Trustee), as supplemented by the Third Supplemental Indenture thereto, to be dated as of or around June 23, 2015 (the Supplement, and, together with the Base Indenture and all other supplements thereto, the Indenture) betwe

Asset Purchase Agreement (June 10th, 2015)

This Asset Purchase Agreement (this Agreement) is entered into as of June 10, 2015, among AV Homes, Inc., a Delaware corporation (Parent), Bel Air Acquisition Sub, LLC, a North Carolina limited liability company and wholly owned Subsidiary of Parent (Buyer), Bonterra Builders, LLC, a North Carolina limited liability company (Seller), and each of the members and beneficial owners of Seller, as listed on Schedule A to this Agreement (Seller Members).

Form of Executive Employment Agreement (February 27th, 2015)

THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made and entered into by and between AV Homes, Inc. ("Company") and ___________ ("Executive"). Once signed by both of the parties, this Agreement will be deemed effective as of _________ ("Effective Date"). This Agreement supersedes all previous agreements, promises, representations, understandings and negotiations between the parties, whether written or oral, with respect to the subject matter hereof, except as expressly provided herein.

AV HOMES, INC. AMENDED AND RESTATED 1997 INCENTIVE AND CAPITAL ACCUMULATION PLAN (2011 Restatement) Form of Restricted Share Award Agreement (February 27th, 2015)

AV Homes, Inc. (the "Company"), pursuant to its Amended and Restated 1997 Incentive and Capital Accumulation Plan (2011 Restatement) (the "Plan"), hereby grants to you, the Participant named below, an award of shares of the Company's common stock whose vesting is subject the satisfaction of service-based conditions (the "Restricted Shares"). The terms and conditions of this Restricted Share Award are set forth in this Restricted Share Award Agreement (the "Agreement"), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you.

AV HOMES, INC. AMENDED AND RESTATED 1997 INCENTIVE AND CAPITAL ACCUMULATION PLAN (2011 Restatement) Form of Performance Share Award Agreement (February 27th, 2015)

AV Homes, Inc. (the "Company"), pursuant to its Amended and Restated 1997 Incentive and Capital Accumulation Plan (2011 Restatement) (the "Plan"), hereby grants to you, the Participant named below, an award of shares of the Company's common stock whose vesting is subject the satisfaction of both service-based and performance-based conditions (the "Performance Shares"). The terms and conditions of this Performance Share Award are set forth in this Performance Share Award Agreement (the "Agreement"), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you.

Registration Rights Agreement (July 1st, 2014)

This REGISTRATION RIGHTS AGREEMENT, dated as of June 30, 2014 (this Agreement), is entered into by and among AV Homes, Inc., a Delaware corporation (the Company), the guarantors listed in Schedule 1 hereto (the Initial Guarantors), and J.P. Morgan Securities LLC (J.P. Morgan) as representative of the several initial purchasers listed in Schedule 1 to the Purchase Agreement referred to below (the Initial Purchasers).

SENIOR NOTES INDENTURE Dated as of June 30, 2014 Among AV HOMES, INC., THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 8.500% SENIOR NOTES DUE 2019 (July 1st, 2014)

INDENTURE, dated as of June 30, 2014, among AV Homes, Inc., a Delaware corporation (the Company), the Subsidiary Guarantors listed on the signature pages hereto and Wilmington Trust, National Association, a national banking association, as Trustee.

CREDIT AGREEMENT Among AV HOMES, INC., as Borrower, and the Several Lenders From Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Swingline Lender, an Issuing Lender, Administrative Agent and Collateral Agent Dated as of April 7, 2014 as Lead Arranger and Lead Bookrunner (April 11th, 2014)

CREDIT AGREEMENT (this Agreement), dated as of April 7, 2014, among AV HOMES, INC., a Delaware corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders) and JPMORGAN CHASE BANK, N.A., as Swingline Lender, an Issuing Lender, Administrative Agent and Collateral Agent (each as hereinafter defined).

As Amended and Restated March 31, 2014 BY-LAWS OF AV HOMES, INC. (A Delaware Corporation) ARTICLE I Offices (April 1st, 2014)

ASSET PURCHASE AGREEMENT Among AV HOMES, INC. (Parent) AVH ACQUISITION, LLC (Buyer) ROYAL OAK HOMES, LLC (Seller) and Each of the Members of Seller (Seller Members) Dated as of March 13, 2014 Acquisition of the Business of Royal Oak Homes (March 14th, 2014)

This Asset Purchase Agreement (this Agreement) is entered into as of March 13, 2014, among AV Homes, Inc., a Delaware corporation (Parent), AVH Acquisition, LLC, a Florida limited liability company and wholly owned Subsidiary of Parent (Buyer), Royal Oak Homes, LLC, a Florida limited liability company (Seller), and each of the members and beneficial owners of Seller, as listed on Schedule A to this Agreement (Seller Members).

Hanover Agreement (March 14th, 2014)

This Hanover Agreement (this Agreement) is made as of this 13th day of March, 2014 (the Effective Date) by and between (i) William S. Orosz, Jr., an individual (Orosz), solely for the purpose of Section 10 and Section 16 hereof; (ii) Hanover Land Company, LLC, a Florida limited liability company (HLC), together with the following affiliates of HLC: Hanover Aldea Reserve, LLC, a Florida limited liability company, Hanover Avalon Reserve, LLC, a Florida limited liability company, Hanover Barrington Estates, LLC, a Florida limited liability company, Hanover Black Lake, LLC, a Florida limited liability company, Hanover Emerald Lake, LLC, a Florida limited liability company, Hanover Hammock Trails I, LLC, a Florida limited liability company, Hanover Marbella, LLC, a Florida limited liability company, Pines at Lake Apopka, LLC, a Florida limited liability company, Spring Ridge Estates, LLC, a Florida limited liability company, and Blue Lake Estates, LLC, a Florida limited liability company, e

September 20, 2013 Michael S. Burnett 18215 North 53rd Street Scottsdale, Arizona 85254 (November 7th, 2013)

I am extremely pleased to extend to you a conditional offer of employment as Executive Vice President & Chief Financial Officer for AV Homes, Inc.

Nonqualified Stock Option Agreement (September 27th, 2013)

Securities Purchase Agreement (June 20th, 2013)

This SECURITIES PURCHASE AGREEMENT is entered into as of June 19, 2013, by and among AV Homes, Inc., a Delaware corporation (the Company), and TPG Aviator, L.P., a Delaware limited partnership (the Investor).