VOTING AGREEMENTVoting Agreement • November 4th, 2013 • TRI Pointe Homes, Inc. • Operative builders • Delaware
THIS VOTING AGREEMENT, dated as of November 3, 2013 (this “Agreement”), is between Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”) and the stockholders of TRI Pointe Homes, Inc., a Delaware corporation (“Parent”), listed on Schedule A hereto (each, a “Stockholder”).
Form of Tax Sharing Agreement TAX SHARING AGREEMENTTax Sharing Agreement • November 4th, 2013 • TRI Pointe Homes, Inc. • Operative builders • Delaware
THIS TAX SHARING AGREEMENT, dated as of [ ] (this “Agreement”), is among Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”), Weyerhaeuser Real Estate Company, a Washington corporation (“WRECO”), and TRI Pointe Homes, Inc., a Delaware corporation (“Parent”).
November 3, 2013 Michael D. Grubbs c/o TRI Pointe Homes, Inc. 19520 Jamboree Road, Suite 200 Irvine, CA 92612 Facsimile: (949) 478-8601 Re: Voting Agreement Dear Michael:TRI Pointe Homes, Inc. • November 4th, 2013 • Operative builders • Delaware
We are writing in reference to (i) the Transaction Agreement dated as of the date hereof among Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”), Weyerhaeuser Real Estate Company, a Washington corporation, TRI Pointe Homes, Inc., a Delaware corporation (“Parent”), and Topaz Acquisition, Inc., a Washington corporation and a wholly owned subsidiary of Parent (the “Transaction Agreement”), and (ii) the Voting Agreement dated as of the date hereof among Weyerhaeuser, Michael D. Grubbs (“Stockholder”), and Grubbs Family Trust Dated June 22, 2012 (the “Voting Agreement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Transaction Agreement.
November 3, 2013 Thomas J. Mitchell c/o TRI Pointe Homes, Inc. 19520 Jamboree Road, Suite 200 Irvine, CA 92612 Facsimile: (949) 478-8601 Re: Voting Agreement Dear Thomas:Voting Agreement • November 4th, 2013 • TRI Pointe Homes, Inc. • Operative builders • Delaware
We are writing in reference to (i) the Transaction Agreement dated as of the date hereof among Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”), Weyerhaeuser Real Estate Company, a Washington corporation, TRI Pointe Homes, Inc., a Delaware corporation (“Parent”), and Topaz Acquisition, Inc., a Washington corporation and a wholly owned subsidiary of Parent (the “Transaction Agreement”), and (ii) the Voting Agreement dated as of the date hereof among Weyerhaeuser, Thomas J. Mitchell (“Stockholder”), and The Mitchell Family Trust U/D/T Dated February 8, 2000 (the “Voting Agreement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Transaction Agreement.
