FORM OF EXCHANGE AGREEMENTExchange Agreement • July 20th, 2012 • AV Homes, Inc. • Operative builders
___________________ (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 exchanging Existing Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with AV Homes, Inc., a Delaware corporation (the “Company”) on July _______, 2012 whereby the Holders will exchange (the “Exchange”) the Company’s 7.50% Senior Convertible Notes due 2016 (the “Existing Notes”) for the Company’s new 7.50% Senior Exchange Convertible Notes due 2016 (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 Second Supplemental Indenture thereto, to be dated a
