0000950123-24-009384 Sample Contracts
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • September 27th, 2024 • Millrose Properties, Inc. • Real estate • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of [________], 20[__] by MILLROSE PROPERTIES HOLDINGS, LLC, a Delaware limited liability company (“TRSCo”), in favor of MILLROSE PROPERTIES, Inc., a Maryland corporation (together with its successors and assigns, “Lender”).
MANAGEMENT AGREEMENT BY AND AMONG MILLROSE PROPERTIES, INC. AND KENNEDY LEWIS LAND AND RESIDENTIAL ADVISORS LLCManagement Agreement • September 27th, 2024 • Millrose Properties, Inc. • Real estate • New York
THIS MANAGEMENT AGREEMENT (this “Agreement”), dated as of [·], 2024 and effective as of the Spin-Off Date (as defined below), is entered into by and between Millrose Properties, Inc., a Maryland corporation (“Millrose” and, together with its subsidiaries, the “Company”), and Kennedy Lewis Land and Residential Advisors LLC, a Delaware limited liability company (the “Manager”).
PAYMENT AND PERFORMANCE GUARANTYPayment and Performance Guaranty • September 27th, 2024 • Millrose Properties, Inc. • Real estate • Florida
This PAYMENT AND PERFORMANCE GUARANTY (“Guaranty”) is made as of ______________ __, 2024, by Lennar Corporation, a Delaware corporation (“Guarantor”), in favor of MILLROSE PROPERTIES, INC., a Maryland corporation (“Owner”), having an address of [_________________________] and Owner’s affiliates identified on Schedule 1 attached hereto (the “Owner Parties”).
MORTGAGE1Mortgage • September 27th, 2024 • Millrose Properties, Inc. • Real estate
This Mortgage (as amended from time to time, this “Mortgage”) is made and executed as of [________], 2024, by [Property LLC], a [•] limited liability company (together with its permitted successors and permitted assigns, “Mortgagor”), whose address for all purposes hereunder is [________], for the benefit of MILLROSE PROPERTIES, INC., a Maryland corporation (together with its respective successors and assigns, “Mortgagee”), whose address for all purposes hereunder is c/o Kennedy Lewis Land and Residential Advisors LLC 225 Liberty Street, Suite 4210, New York, NY 10281.
RECOGNITION, SUBORDINATION, AND NON-DISTURBANCE AGREEMENTRecognition, Subordination, and Non-Disturbance Agreement • September 27th, 2024 • Millrose Properties, Inc. • Real estate • New York
THIS RECOGNITION, SUBORDINATION, AND NON-DISTURBANCE AGREEMENT (this “Agreement”) is entered into as of [•], 2024, by and among U.S. HOME LLC, a Delaware limited liability company (“Builder”), MILLROSE PROPERTIES, INC., a Maryland corporation (“Lender”), MILLROSE PROPERTIES HOLDINGS, LLC, a Delaware limited liability company (“TRSCo”), and each of the entities identified on Schedule I (individually or collectively, as the context may require, the “Property LLCs” and together with TRSCo, individually or collectively, as the context may require, “Borrower”).
PROMISSORY NOTEPromissory Note • September 27th, 2024 • Millrose Properties, Inc. • Real estate
FOR VALUE RECEIVED, MILLROSE PROPERTIES HOLDINGS, LLC, a Delaware limited liability company (“TRSCo”), and each of the entities identified on Schedule I (collectively, the “Property LLCs”, and together with TRSCo, jointly and severally, the “Borrower”) by this Promissory Note (this “Note”) hereby unconditionally and jointly and severally promise to pay to MILLROSE PROPERTIES, INC., a Maryland corporation (the “Lender”), the principal sum of [__] (U.S.$[__]), together with any additional amounts advanced by Lender in accordance herewith (collectively, as the same may be reduced by any repayment of the principal balance made by Borrower in accordance with the terms hereof, the “Principal Balance”), and on each Payment Date, interest on the Principal Balance for the entire applicable Interest Accrual Period at a rate per annum equal to [•] percent ([•]%) (the “Interest Rate”), compounded quarterly until paid (the “Loan”).
FOUNDER’S RIGHTS AGREEMENTFounder’s Rights Agreement • September 27th, 2024 • Millrose Properties, Inc. • Real estate • Delaware
THIS FOUNDER’S RIGHTS AGREEMENT (this “Agreement”) is dated as of [•], 2024 (the “Effective Date”) and is by and between Millrose Properties, Inc., a Maryland corporation (the “Company”) and U.S. Home, LLC, a Delaware limited liability company (“Founder”, and together with the Company, collectively, the “Parties” and each, a “Party”).
SUBLICENSE AGREEMENTSublicense Agreement • September 27th, 2024 • Millrose Properties, Inc. • Real estate • Delaware
This SUBLICENSE AGREEMENT (this “Agreement”) is made and entered into as of [•] (the “Effective Date”), by and between Lennar-Millrose HOPP’R, LLC, a Delaware limited liability company (“Sublicensor”), and Millrose Properties, Inc., a Delaware corporation (“Millrose” or “Sublicensee”). Sublicensor and Sublicensee are referred to in this Agreement individually as a “Party” and together as the “Parties.”
DISTRIBUTION AGREEMENT BETWEEN LENNAR CORPORATION AND MILLROSE PROPERTIES, INC. DATEDDistribution Agreement • September 27th, 2024 • Millrose Properties, Inc. • Real estate • Delaware
PRE-SPIN ASSIGNMENT, ASSUMPTION AND CONTRIBUTION AGREEMENTPre-Spin Assignment, Assumption and Contribution Agreement • September 27th, 2024 • Millrose Properties, Inc. • Real estate • New York
THIS PRE-SPIN ASSIGNMENT, ASSUMPTION AND CONTRIBUTION AGREEMENT (this “Agreement”) is made as of [____], 2024 (the “Effective Date”), by and among LENNAR CORPORATION (“Lennar”), LENNAR HOMES HOLDINGS, LLC (“Lennar Homes Holdings”), CALATLANTIC GROUP, LLC (“Cal Atlantic”), U.S. HOME, LLC (“U.S. Home”; U.S. Home, collectively with Lennar, Lennar Homes Holdings and Cal Atlantic, are the “Seller Parent Entities”), MILLROSE PROPERTIES, INC., a Maryland corporation (“SpinCo”), MILLROSE PROPERTIES HOLDINGS, LLC, a Delaware limited liability company (“TRSCo”), and each of the entities identified as a “Purchaser” on Schedule I (individually or collectively, as the context may require, “Purchaser”).
MASTER PROGRAM AGREEMENT dated ____________, 2024 by and between MILLROSE PROPERTIES, INC., A Maryland corporation (“Owner”) and a Delaware limited liability company (“Lennar”)Master Program Agreement • September 27th, 2024 • Millrose Properties, Inc. • Real estate • Florida
This Master Program Agreement (this “Agreement”) is dated as of _______________, 2024 (the “Effective Date”), by and between MILLROSE PROPERTIES, INC., a Maryland corporation (“Owner”), and U.S. HOME, LLC, a Delaware limited liability company (“Lennar”), each a “Party” and collectively the “Parties,” with reference to the following matters all of which are subject to the terms and conditions further set forth in this Agreement: