Pre-Spin Assignment, Assumption and Contribution Agreement Sample Contracts

PRE-SPIN ASSIGNMENT, ASSUMPTION AND CONTRIBUTION AGREEMENT

Pre-Spin Assignment, Assumption and Contribution Agreement • December 18th, 2024 • Millrose Properties, Inc. • Real estate • New York

• Contract Type
  Pre-Spin Assignment, Assumption and Contribution Agreement
• Filed
  December 18th, 2024
• Company
  Millrose Properties, Inc.
• Industry
  Real estate
• Jurisdiction
  New York

THIS PRE-SPIN ASSIGNMENT, ASSUMPTION AND CONTRIBUTION AGREEMENT (this “Agreement”) is made as of [____], 2025 (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”).