EMPLOYMENT AGREEMENTEmployment Agreement • September 3rd, 2013 • UCP, Inc. • Operative builders • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) between UCP, Inc., a Delaware corporation (the “Company”), and James W. Fletcher (the “Executive”) is entered into as of July 23, 2013 (the “Effective Date”). In consideration of the covenants contained herein, the parties agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 3rd, 2013 • UCP, Inc. • Operative builders • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated July 23, 2013 and is by and among UCP, Inc., a Delaware corporation (the “Company”), and PICO Holdings, Inc. (“PICO”), a Delaware corporation.
TAX RECEIVABLE AGREEMENT among UCP, INC. UCP, LLC and PICO HOLDINGS, INC Dated as of July 23, 2013Tax Receivable Agreement • September 3rd, 2013 • UCP, Inc. • Operative builders • Delaware
TAX RECEIVABLE AGREEMENT, dated as of July 23, 2013 (this “Agreement”), among UCP, Inc., a Delaware corporation (“UCP, Inc.”), UCP, LLC, a Delaware limited liability company (the “Company”), and PICO Holdings, Inc., a California corporation (“PICO”). Capitalized terms used but not otherwise defined are defined in or by reference to Section 1.01.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 3rd, 2013 • UCP, Inc. • Operative builders • Delaware
THIS TRANSITION SERVICES AGREEMENT (including the exhibits hereto, the “Agreement”) is entered into as of the 23rd day of July, 2013 (the “Effective Date”), by and between PICO HOLDINGS, INC., a California corporation (“PICO”), and UCP, INC., a Delaware corporation (“UCP”). PICO and UCP may be referred to in this Agreement separately as a “Party” or collectively as the “Parties.”
EXCHANGE AGREEMENTExchange Agreement • September 3rd, 2013 • UCP, Inc. • Operative builders • Delaware
This EXCHANGE AGREEMENT (the “Agreement”) is entered into as of July 23, 2013, by and among UCP, Inc., a Delaware corporation (“UCP ”), UCP, LLC, a Delaware limited liability company (the “ Company ”), and PICO Holdings, Inc., a California corporation (together with its subsidiaries other than the Company, “PICO”), with respect to the following facts:
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF UCP, LLC EFFECTIVE AS OF JULY 23, 2013Limited Liability Company Operating Agreement • September 3rd, 2013 • UCP, Inc. • Operative builders • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of UCP, LLC, a Delaware limited liability company (the “Company”), is made and entered into, effective as of July 23, 2013, by and between PICO Holdings, Inc., a corporation organized and existing under the laws of California, with its principal place of business at 7979 Ivanhoe Avenue, Suite 300, La Jolla, CA 92037 (“PICO”), and UCP, Inc., a corporation organized and existing under the laws of Delaware, with its principal place of business at 6489 Camden Avenue, Suite 204, San Jose, CA 95120 (“UCP, Inc.”).
