STOCKHOLDERS AGREEMENT BY AND AMONG TAYLOR MORRISON HOME CORPORATION AND THE STOCKHOLDERS PARTY HERETO DATED AS OF [ ], 2013Stockholders Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • Delaware
This STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [ ], 2013, is made by and among:
TMM HOLDINGS II LIMITED PARTNERSHIP A Cayman Islands Exempted Limited Partnership Amended and Restated Agreement of Exempted Limited Partnership Dated [—], 2013Taylor Morrison Home Corp • April 4th, 2013 • Operative builders
This Amended and Restated Agreement of Exempted Limited Partnership (as amended from time to time, this “Agreement”) of TMM Holdings II Limited Partnership, a Cayman Islands exempted limited partnership (the “Partnership”), dated [—], 2013 is made by and among TMM Holdings II GP, ULC, an unlimited liability company organized under the laws of British Columbia, as the general partner, TPG TMM Holdings II LP, ULC as the initial limited partner (the “Initial Limited Partner”) and each of the Persons executing this Agreement as a limited partner.
PUT/CALL AGREEMENTPut/Call Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • Delaware
This PUT/CALL AGREEMENT (this “Agreement”) is entered into as of [ ], 2013 by and between Taylor Morrison Home Corporation, a Delaware corporation (the “Company”) and each of the entities identified on Schedule 1 hereto (each a “Seller” and collectively, the “Sellers”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG TAYLOR MORRISON HOME CORPORATION AND CERTAIN STOCKHOLDERS DATED AS OF [ ], 2013Registration Rights Agreement by And • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • New York
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [ ], 2013, is made by and among:
EXCHANGE AGREEMENTExchange Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • Delaware
This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [ ], 2013, is made by and among Taylor Morrison Home Corporation, a Delaware corporation (the “Corporation”), TMM Holdings II Limited Partnership, a Cayman Islands exempted limited partnership (“New TMM”), and the holders of New TMM Units (as defined herein) and shares of Class B Common Stock (as defined herein) from time to time party hereto (each, a “Holder”).
REORGANIZATION AGREEMENTReorganization Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • New York
This Reorganization Agreement (this “Agreement”), dated as of [ ], 2013, is entered into by and among Taylor Morrison Home Corporation, a Delaware corporation (“TMHC”), TMM Holdings II Limited Partnership, a Cayman Islands exempted limited partnership (“New TMM”), TMM Holdings II GP, ULC, a British Columbia unlimited liability company (“New TMM GP”), TMM Holdings Limited Partnership, a British Columbia limited partnership (the “Partnership”), TMM Holdings (G.P.) Inc., a British Columbia corporation (“TMM GP”), Taylor Morrison Holdings, Inc., a Delaware corporation (“TMHI”), Monarch Communities Inc., a British Columbia corporation (“Monarch”), TPG TMM Holdings II, L.P., a Cayman Islands exempted limited partnership (“TPG Cayman”), TPG TMM Holdings II GP, ULC, a British Columbia unlimited liability company (“TPG Cayman GP”), OCM TMM Holdings II, L.P., a Cayman Islands exempted limited partnership (“Oaktree Cayman”), OCM TMM Holdings II GP, ULC, a British Columbia unlimited liability comp
U.S. PARENT GOVERNANCE AGREEMENT BY AND AMONG TAYLOR MORRISON HOME CORPORATION, TAYLOR MORRISON HOLDINGS, INC., TPG TMM HOLDINGS II, L.P., OCM TMM HOLDINGS II, L.P. AND JHI HOLDING LIMITED PARTNERSHIP DATED AS OF [ ], 2013Parent Governance Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • Delaware
This U.S. PARENT GOVERNANCE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [ ], 2013, is made by and among:
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders
This Indemnification Agreement (this “Agreement”) is made and entered into as of this [ ] day of [—], 2013, by and among Taylor Morrison Home Corporation (the “Company”), Taylor Morrison Holdings, Inc. (“U.S. Parent”), Monarch Communities Inc. (“Canadian Parent” and, collectively with the Company and U.S. Parent, the “TMM Companies,” and each a “TMM Company”), and [ ] (“Indemnitee”).
CANADIAN PARENT GOVERNANCE AGREEMENT BY AND AMONG TAYLOR MORRISON HOME CORPORATION, MONARCH COMMUNITIES INC., TPG TMM HOLDINGS II, L.P., OCM TMM HOLDINGS II, L.P. AND JHI HOLDING LIMITED PARTNERSHIP DATED AS OF [ ], 2013Canadian Parent Governance Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • Delaware
This CANADIAN PARENT GOVERNANCE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [ ], 2013, is made by and among:
TAYLOR MORRISON HOME CORPORATION EMPLOYEE NONQUALIFIED OPTION AWARD AGREEMENTOption Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • Delaware
THIS NONQUALIFIED OPTION AWARD AGREEMENT (the “Agreement”), dated as of [Insert Date] (the “Date of Grant”), is made by and between Taylor Morrison Home Corporation, a Delaware corporation (the “Company”), and [Insert Name] (“Participant”). Any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.
23,810,000 Shares TAYLOR MORRISON HOME CORPORATION Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • New York
TAYLOR MORRISON HOME CORPORATION RESTRICTED STOCK UNIT AGREEMENTRsu Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of [Insert Date] (the “Date of Grant”), is made by and between Taylor Morrison Home Corporation, a Delaware corporation (the “Company”), and [Insert Name] (“Participant”). Any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.
CLASS B COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • April 4th, 2013 • Taylor Morrison Home Corp • Operative builders • Delaware
THIS CLASS B COMMON STOCK SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of [—], 2013, by and between Taylor Morrison Home Corporation, a Delaware corporation (the “Company”), and each of the parties listed on Schedule I hereto (each, a “Subscriber”).
