EXHIBIT 10.1

MANAGEMENT AGREEMENT

BY AND AMONG

MILLROSE PROPERTIES, INC.

AND

KENNEDY LEWIS LAND AND RESIDENTIAL ADVISORS LLC

TABLE OF CONTENTS

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MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT (this “Agreement”), dated as of February 7, 2025, 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”).

RECITALS

A. The Company is a corporation incorporated under the laws of the State of Maryland on March 19, 2024 and intends to elect to qualify as a REIT for U.S. federal income tax purposes.

B. The Company will operate and manage, through certain subsidiaries, a large-scale Homesite Option Purchase Platform (to be known as the “HOPP’R”) that will deliver “just in time” finished homesites to Lennar (as defined below) and potentially other home builders in the United States.

C. In connection with the contribution of land assets by Lennar Corporation (“Lennar”) to Millrose, Lennar will be distributing in a taxable spin-off approximately 80% of the outstanding shares of Millrose’s common stock to Lennar’s existing Class A and Class B common stockholders (the “Spin-Off”), which is expected to become effective on or around February 7, 2025 (the date the Spin-Off becomes effective is referred to herein as the “Spin-Off Date”).

D. The Company desires to avail itself of the experience, sources of information, advice, assistance and certain facilities of the Manager and its Affiliates and to have the Manager undertake the duties and responsibilities set forth in this Agreement, on behalf of, and subject to the supervision of the Board of Directors of the Company, all as provided in this Agreement.

E. The Manager is willing to render such services, subject to the supervision of the Board of Directors of the Company, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Definitions. As used in this Agreement, the following terms have the definitions set forth below:

“1940 Act” means the Investment Company Act of 1940, as amended.

“Accelerated Termination” has the meaning set forth in the definition of Termination Fee.

“Administrative Services” means the administrative services described in Exhibit A.

“Affiliate” or “Affiliated” means with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (ii) any executive officer, director, trustee or general partner of such other Person; and (iii) any legal entity for which such Person acts as an executive officer, director, trustee or general partner. For purposes of this definition, the terms “controls,” “is controlled by,” or “is under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership or voting rights, by contract or otherwise.

“Allocation Policy” means the policy and other parameters for allocation of opportunities by the Manager between the Company and other affiliates of Kennedy Lewis as set forth in Exhibit C to this Agreement, as may be amended, restated, modified, supplemented or waived by the Board of Directors from time to time.

“Articles of Incorporation” means the Articles of Amendment and Restatement of the Company, as amended from time to time.

“Automatic Renewal Term” has the meaning set forth in Section 14(a).

“Board of Directors” or “Board” means the Board of Directors of the Company.

“Bylaws” means the Amended and Restated Bylaws of the Company, as amended from time to time.

“Cause” has the meaning set forth in Section 15(a).

“Cause Termination Notice” has the meaning set forth in Section 15(a).

“Code” means the Internal Revenue Code of 1986, as amended from, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

“Compensation Committee” means the compensation committee of the Board of Directors.

“Covered Person” has the meaning set forth in Section 16(a).

“Director” means a member of the Board of Directors.

“Distributable Earnings” means the net income (loss) attributable to the common stockholders of the Company, computed in accordance with GAAP, including realized gains and losses not otherwise included in net income (loss), excluding any unrealized gains or losses or other similar non-cash items that are included in net income (loss) for the applicable reporting period, regardless of whether such items are included in other comprehensive (loss), or in net income (loss) and adding back amortization of stock-based compensation. Net income (loss) attributable to common stockholders may also be adjusted for one-time events pursuant to changes in GAAP and certain material non-cash income or expense items, in each case after discussions between the Manager and the Independent Directors and approved by a majority of the Independent Directors.

“Effective Termination Date” has the meaning set forth in Section 14(b).

“Equity” means (a) the sum of (i) total Company stockholders’ equity immediately prior to the Spin-Off Date, plus (ii) the net proceeds received by the Company or the Company’s subsidiaries from all issuances of the Company’s or the Company’s subsidiaries’ equity securities on and after the Spin-Off, plus (iii) the Company’s cumulative Distributable Earnings from and after the Spin-Off Date to the end of the most recently completed calendar quarter, (b) less (i) any distributions to the Stockholders (or, as applicable, distributions to the equity holders in the Company’s subsidiaries (other than the Company)) from and after the Spin-Off Date to the end of the most recently completed calendar quarter and (ii) all amounts that the Company or any of its subsidiaries has paid to repurchase the Company’s or the Company’s subsidiaries’ common equity from and after the Spin-Off Date to the end of the most recently completed calendar quarter. In the Company’s calculation of Equity, the Company will adjust its calculation of Distributable Earnings to remove the compensation expense relating to awards (if any) granted under one or more of its long-term incentive plans that is added back in the calculation of Distributable Earnings.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Founder’s Rights Agreement” has the meaning set forth in Section 5.

“GAAP” means generally accepted accounting principles in the U.S.

“Governing Instruments” means, with regard to any entity, the articles of incorporation or certificate of incorporation and bylaws in the case of a corporation, the certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership, the certificate of formation and operating agreement in the case of a limited liability company, the trust instrument in the case of a trust, or similar governing documents, in each case as amended.

“HOPP’R” means the Homesite Option Purchase Platform sublicensed to the Company and its affiliates by a subsidiary of Lennar, as described in the Recitals to this Agreement.

“Independent Director” means a Director who qualifies as an “independent director” under the NYSE listing rules.

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“Initial Term” has the meaning set forth in Section 14(a).

“Investment Guidelines” means the investment guidelines and other investment parameters for the HOPP’R and other Investments, financing activities and other operations as set forth in Exhibit B to this Agreement, as may be amended, restated, modified, supplemented or waived by the Board of Directors from time to time.

“Investments” means any investments by the Company in real estate assets (including land) or any other asset, consistent with the Company’s Investment Guidelines.

“Kennedy Lewis” means Kennedy Lewis Investment Management LLC.

“Loans” means any indebtedness or obligations in respect of borrowed money or evidenced by bonds, notes, debentures, deeds of trust, letters of credit or similar instruments, including mortgages, mezzanine loans and bridge loans.

“Notice of Proposal to Negotiate” has the meaning set forth in Section 14(c).

“Management Fee” means an annual fee, calculated and payable quarterly in advance, in an amount equal to 1.25% per annum of Tangible Assets (0.3125% per quarter), determined in accordance with Section 10.

“Manager’s Duties” has the meaning set forth in Section 3.

“NYSE” means the New York Stock Exchange.

“Non-Revenue Generating Assets” shall be defined as any asset not associated with an income generation opportunity or owned real estate. For the avoidance of doubt, Non-Revenue Generating Assets shall exclude owned real estate with terminated or unexercised option contracts.

“Offering” means any public or private offering of equity or debt securities of the Company that is consummated subsequent to the date of this Agreement, excluding Shares offered under any employee benefit plan of the Company.

“Offering Expenses” means any and all expenses (including underwriting discounts and commissions) paid or to be paid by the Company in connection with an Offering, including, without limitation, the Company’s legal, accounting, printing, mailing and filing fees, rating agency engagement expenses and other documented offering expenses.

“Operating Expenses” means all costs and expenses required to operate the Company, including but not limited to (i) out-of-pocket expenses of the Manager in performing services for the Company, including those incurred in connection with the Administrative Services, (ii) expenses incurred in connection with the Manager’s Duties, (iii) expenses incurred by Millrose or the Manager in connection with any legal, accounting, financial and due diligence services provided to the Company, as well as any expenses in connection with compliance with securities laws, (iv) expenses incurred in connection with maintaining compliance with applicable laws, regulations, rules, policies and other requirements, including performing and satisfying any contractual obligations, (v) expenses incurred in connection with maintaining the Company’s REIT status for U.S. federal income tax purposes, and (vi) compensation paid to all officers, employees, vendors, consultants, advisors and other outside professionals, as well up to $1.25 million per year (plus an annual increase of 3% per year, compounded annually) of non-employee Directors’ fees (including base fees, any additional amounts to be paid to chairpersons and members of any committees, any lead independent directors and/or any other similar roles and any cash-settled equity awards granted under any equity incentive plan) to be paid in cash (the “Directors’ Cash Compensation Cap”), the total amount of which to be determined by the Compensation Committee based on the advice of a reputable executive compensation consulting firm engaged by the Compensation Committee at its discretion. Any cash-based non-employee Director’s fees in excess of the Directors’ Cash Compensation Cap, as well as all stock-settled compensation to be paid to any non-employee Directors, shall be paid by the Company. For the avoidance of doubt, a “non-employee Director” means any Director who is not an employee of the Company or of the Manager. Operating Expenses will also include the Company’s cost for rent, telephone, utilities, office furniture, equipment, supplies, machinery and other office, internal and overhead expenses of the Manager required for the Company’s operations.

“Pause Period” has the meaning set forth in the Master Option Agreement, by and between Millrose, Millrose Properties Holdings, LLC and U.S. Home, LLC, dated as of February 7, 2025.

“Performance Goal” has the meaning set forth in the definition of Termination Fee.

“Person” means an individual, corporation, partnership, joint venture, association, company (whether of limited liability or otherwise), trust, bank or other entity, or government or any agency or political subdivision of a government.

“Post-Termination Management Extension” has the meaning set forth in Section 5(c).

“Registration Statement” means the Company’s Registration Statement on Form S-11 (No. 333-283883), as amended from time to time, as declared effective by the SEC on February 7, 2025.

“Reimbursable Expenses” has the meaning set forth in Section 11(a).

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“REIT” means a “real estate investment trust” within the meaning of Sections 856 through 860 of the Code.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Shares” means the shares of the Company’s common stock, par value $0.01 per share.

“Spin-Off” means the Company’s separation from Lennar on the Spin-Off Date, as described in the Recitals to this Agreement.

“Spin-Off Date” means February 7, 2025, as described in the Recitals to this Agreement.

“Stockholders” means the beneficial owners of the Shares.

“Return on Equity” means (i) consolidated net income calculated in accordance with GAAP as reported in Millrose’s filings with the SEC, plus any taxes paid by Millrose or any subsidiaries of Millrose during such period, plus the amount of Reimbursable Expenses incurred by Millrose over the applicable period that are reasonably determined to be unrelated to the performance of the Manager’s duties under this Agreement, plus an adjustment for any reduction in income related to any Pause Period in effect pursuant to Millrose option agreements, divided by (ii) average Millrose consolidated shareholders’ equity at the end of each fiscal quarter over the same period as reported in Millrose’s filings with the SEC.

“Tangible Assets” means

“Termination Notice” has the meaning set forth in Section 14(b).

“Termination Fee” means a termination fee payable upon a Termination Without Cause by the Company pursuant to Section 14(b), equal to (A) if Millrose’s average annual Return on Equity during the three year period (or the number of years since the Spin-Off Date if less than three) preceding the Effective Termination Date has been equal to or higher than 7% (the “Performance Goal”), 3.0 times the average annual Management Fee earned by the Manager during the two-year period immediately preceding the most recently completed calendar quarter prior to the Effective Termination Date, subject to a certification of the Board of Directors, to be provided within 60 days of its vote to approve a Termination Without Cause, that Millrose has achieved the Performance Goal (such certification not be withheld, conditioned to delayed in the event that the Board of Directors determines in good faith that the Performance Goal has been achieved), or (B) if the Performance Goal is not met, then (i) prior to the expiration of the Initial Term (an “Accelerated Termination”), 2.5 times the average annual Management Fee earned by the Manager during the two-year period immediately preceding the most recently completed calendar quarter prior to the Effective Termination Date, and (ii) at or after the expiration of the Initial Term or any Automatic Renewal Period, as applicable, 1.5 times the average annual Management Fee earned by the Manager during the two-year period immediately preceding the most recently completed calendar quarter prior to the Effective Termination Date. If this Agreement is terminated prior to the two year anniversary of the date of this Agreement and a Termination Fee is payable, the Management Fee earned during such period will be annualized for purposes of calculating the average annual Management Fee.

“Termination Without Cause” has the meaning set forth in Section 14(b).

“Third Parties” has the meaning set forth in Section 3(c).

2. Appointment. The Company hereby appoints the Manager to serve as the Company’s manager, as agent, to perform the services set forth herein on the terms and conditions set forth in this Agreement, and the Manager hereby accepts such appointment. Except as otherwise provided in this Agreement, the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of the Manager shall be exclusive to the Manager, except to the extent that the Manager elects, in its sole and absolute discretion, subject to the terms of this Agreement, to cause the duties of the Manager as set forth herein to be provided by Third Parties and/or its Affiliates without relieving the Manager from responsibility for fulfillment of those duties.

3. Duties of the Manager. The Manager, in its capacity as manager of the assets and the day-to-day operations of the Company, at all times will be subject to the supervision of the Board of Directors and will have only such functions and authority as the Board of Directors may delegate to it including, without limitation, the functions and authority identified herein and delegated to the Manager hereby. The Manager will be responsible for the day-to-day operations of the Company and will perform or cause to be performed through one or more of its Affiliates; or subsidiaries or appropriate Third Parties, such services and activities relating to the assets and operations of the Company as may be appropriate, including, without limitation (collectively, “Manager’s Duties”):

(a) negotiate and execute all HOPP’R and other similar agreements with the Company’s customers;

(b) provide the daily management for the Company and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company (including

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providing services in connection with the operation of the HOPP’R), including without limitation the Administrative Services;

(c) conduct diligence by employing Kennedy Lewis’ current underwriting team to conduct a thorough independent diligence assessment of each proposed transaction, ensuring adherence to the Investment Guidelines and assessing the credibility of the home builder’s financial projections, and, in doing so, the Manager will leverage third-party market data and internal proprietary datasets to formulate an autonomous evaluation of projected home selling prices, sales pace, and profit margins for each community. In general, such due diligence would include a thorough legal evaluation that ensures the land has received all necessary entitlement and environmental approvals, unless the Manager is able to negotiate arrangements with the home builder where the Manager determines that there is not a need to conduct such an extensive legal analysis on the proposed transaction;

(d) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Manager deems necessary to the proper performance of its obligations hereunder (“Third Parties”), including, but not limited to, consultants, accountants, lenders, attorneys, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, securities investment advisors, mortgagors, the registrar and the transfer agent and any and all agents for any of the foregoing, including Affiliates of the Manager, and Persons acting in any other capacity deemed by the Manager necessary or desirable for the performance of any of the foregoing services, including, but not limited to, entering into contracts in the name of the Company with any of the foregoing. Third Parties shall not be compensated by the Company;

(e) subject to the oversight of the Independent Directors of the Board and the terms and conditions of this Agreement (including the Investment Guidelines and the Allocation Policy), identify, investigate, analyze and select other Persons to which the Company can provide the HOPP’R or other land bank services. Once Persons are identified, the Manager shall evaluate and negotiate agreements with respect to the foregoing on behalf of the Company and in furtherance of the Company’s strategic objectives;

(f) negotiate agreements providing for the issuance of additional Shares on behalf of the Company to other Persons provided that any such issuance of additional Shares shall be approved by the Board of Directors, a risk committee of the Board of Directors or another committee consisting entirely of Independent Directors;

(g) in addition to services related to providing the HOPP’R to the Company’s customers, render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein, including locating, analyzing and selecting potential Investments (including real estate assets), and negotiating and entering into agreements relating to Investment and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Investments;

(h) negotiate on behalf of the Company with banks or other lenders for Loans or other borrowing transactions to be made to the Company provided that any Loan or other borrowing transaction shall be approved by the Board of Directors, a risk committee of the Board of Directors or another committee consisting entirely of Independent Directors;

(i) provide the Company with all necessary cash management services, and manage accounting and other record keeping functions for the Company;

(j) perform investor-relations and Stockholder communications functions for the Company;

(k) maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the SEC, the Internal Revenue Service and other regulatory agencies;

(l) advise the Company regarding the maintenance of the Company’s qualification as a REIT and monitor the Company’s compliance with the various REIT qualification requirements and other rules set forth in the Code and any applicable Treasury Regulations promulgated under the Code, as amended from time to time, and use its reasonable best efforts to cause the Company to qualify as a REIT and to maintain its qualification as a REIT for U.S. federal income tax purposes;

(m) cause to be prepared, within twenty-five (25) days of the end of each quarter, quarterly asset, income, and distribution testing for REIT purposes, including determination of the fair market value of any investment in a “taxable REIT subsidiary” (within the meaning of Section 856) and any intercompany notes intended to qualify as “real estate assets” under Section 856(c)(5)(B);

(n) provide the Company with an updated model of the Manager’s REIT cashflow calculations annually;

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(o) advise the Company regarding the maintenance of their exemptions from the status of an investment company required to register under the 1940 Act, and monitor compliance with the requirements for maintaining such exemptions and using commercially reasonable efforts to cause them to maintain such exemptions from such status;

(p) assist the Company in qualifying to do business in all applicable jurisdictions in which the Company or their subsidiaries do business, and ensure that the Company and its subsidiaries obtain and maintain all applicable licenses;

(q) assist the Company in complying with all applicable regulatory requirements applicable to them with respect to its business activities, including compliance with SOX and Dodd Frank rules and preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Exchange Act, the Securities Act or by the NYSE;

(r) if requested by the Company, provide, or cause another qualified third party to provide, such internal audit, compliance and control services as may be required for the Company and its subsidiaries to comply with applicable law (including the Securities Act and the Exchange Act), regulation (including SEC regulations) and the rules and requirements of the NYSE or such other securities exchange on which the Shares or other securities of the Company are listed, and as otherwise requested by the Board;

(s) handle and resolve on behalf of the Company (including its subsidiaries) all claims, disputes or controversies, including all litigation, arbitration, settlement or other proceedings or negotiations, in which the Company or its subsidiaries may be involved (other than with the Manager or its Affiliates) or to which they may become subject, subject to such limitations or parameters as may be imposed from time to time by the Board;

(t) use commercially reasonable efforts to cause the Company and its subsidiaries to comply with all applicable laws;

(u) render such other services as may be determined by the Board of Directors consistent with the terms and conditions herein;

(v) use its commercially reasonable efforts to ensure that the Company complies with its responsibilities and obligations under the various agreements, including agreements with Lennar;

(w) make available sufficiently experienced and qualified personnel to perform all services, including serving as officers of the Company; and

(x) do all things necessary to assure its ability to render the services described in this Agreement;

Notwithstanding the foregoing, the Manager may delegate any of the foregoing duties to any Third Parties so long as the Manager remains responsible for the performance of the duties set forth in this Section 3; provided, however, that the Manager will pay all costs of the delegation of any of the foregoing duties to Third Parties, which shall not result in an increased Management Fee or additional expenses payable hereunder. Notwithstanding the foregoing, in no event shall the Manager delegate all or substantially all of its duties to Third Parties.

4. Authority of the Manager

(a) Pursuant to the terms of this Agreement (including the restrictions included in this Section 4 and in Section 9), and subject to the continuing and exclusive authority of the Board over the management of the Company, the Company, acting on the authority of the Board of Directors, hereby delegates to the Manager the authority to perform the services described in Section 3.

(b) Notwithstanding anything herein to the contrary, the Manager shall obtain the prior approval of a risk committee of the Board of Directors or another committee consisting entirely of Independent Directors in connection with any investment that is inconsistent with the Company’s publicly disclosed Investment Guidelines as in effect from time to time, or, if none are then publicly disclosed, as otherwise adopted by the Board from time to time.

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(c) If a transaction requires approval by a risk committee of the Board of Directors or another committee consisting entirely of Independent Directors, the Manager will deliver to the risk committee of the Board of Directors or another committee consisting entirely of Independent Directors all documents and other information reasonably required by them to properly evaluate the proposed transaction.

(d) During the term of this Agreement and on the terms and conditions set forth in this Agreement, the Company and each of its subsidiaries hereby constitutes, appoints and authorizes the Manager as its true and lawful agent and attorney-in-fact, in its name, place and stead, to negotiate, execute, deliver and enter into agreements, instruments and authorizations on their behalf, on such terms and conditions as the Manager, acting in its sole and absolute discretion, deems necessary or appropriate (subject to any limitations imposed by the Board). This power of attorney is deemed to be coupled with an interest.

5. Founder’s Rights Agreement. The Manager acknowledges that the Company has entered into a Founder’s Rights Agreement with Lennar, dated February 7, 2025 (the “Founder’s Rights Agreement”), which may be amended from time to time and is incorporated by reference into the Company’s Bylaws. The Company and Lennar have agreed to the provisions governing the “Management Succession Consent Right” set forth in Section 3.01 of the Founder’s Rights Agreement. The Manager agrees to act as Manager for the duration of the candidate selection and approval process described in Section 3.01(a) of the Founder’s Rights Agreement. The Manager acknowledges and agrees that the Board shall have the right to terminate this Agreement without penalty or any termination fee in the event the Manager does not present to the Board any candidates to succeed the Manager or the Key Men (as defined in the Founder’s Rights Agreement), as applicable, for consideration within 60 calendar days. Upon termination of this Agreement, the Manager, at the request of the Board, agrees to continue to undertake the Manager’s Duties and provide Administrative Services in accordance with the terms of this Agreement for up to 180 days following such termination (the “Post-Termination Management Extension”). The Post-Termination Management Extension provisions of this Section 5 shall survive for a period of one year after the expiration or earlier termination of this Agreement. In addition, the Company and Lennar have agreed that, pursuant to the Founder’s Rights Agreement, in the event this Agreement is terminated for any reason (with or without cause), including if the Board terminates the Manager or if KL resigns as Manager, Lennar shall have a “Management Succession Consent Right” under Section 3.01 of the Founder’s Rights Agreement over the Board’s selection of a new manager and over the Board’s execution of any new Management Agreement (whether with the same manager or a new manager), which consent shall not be unreasonably withheld or conditioned.

6. No Partnership or Joint Venture. The parties to this Agreement are not partners or joint venturers with each other and nothing herein shall be construed to make them partners or joint venturers or impose any liability as such on either of them. The parties to this Agreement acknowledge that, other than as may be set forth herein, they do not owe a fiduciary duty to one another.

7. Bank Accounts. The Manager may establish and maintain one or more bank accounts in its own name for the account of the Company or in the name of the Company and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company, consistent with the authority granted under Section 4 and in such other circumstances as the Board may approve, provided that no funds belonging to the Company shall be commingled with funds of the Manager or any of its Affiliates; and the Manager shall upon request render appropriate accountings of such collections and payments to the Board and to the auditors of the Company.

8. Records; Access; Confidentiality. The Manager shall maintain appropriate books of accounts and records of all its activities hereunder and make such records available for inspection by the Directors and by counsel, auditors and authorized agents of the Company, at any time and from time to time. The Manager shall at all reasonable times have access to the books and records of the Company. The Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement and shall not disclose any such information (or use the same except in furtherance of its duties under this Agreement) to unaffiliated third parties except (a) with the prior written consent of the Board, (b) to legal counsel, accountants or other professional advisors or consultants engaged by the Company, (c) to appraisers, financing sources and others in the ordinary course of the Company’s business, (d) to governmental officials having jurisdiction over the Company (including its subsidiaries), (e) in connection with any governmental or regulatory filings of the Company or of its subsidiaries, or disclosure or presentations to Company investors, (f) as required by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party, or (g) to the extent such information is otherwise publicly available through the actions of a Person other than the Manager not resulting from the Manager’s violation of this Section 8. The confidentiality provisions of this Section 8 shall survive for a period of one year after the expiration or earlier termination of this Agreement.

9. Limitations on Activities. Notwithstanding anything herein to the contrary, the Manager shall not intentionally or with gross negligence, reckless disregard or bad faith take any action that, would (a) adversely affect the maintenance of the Company’s qualification as a REIT under the Code, unless the Board has determined that the maintenance of the Company’s REIT qualification is not in the best interests of the Company and its Stockholders, (b) subject the Company to regulation under the 1940 Act, (c) be contrary to or inconsistent with the Company’s Investment Guidelines or (d) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company or its Shares, or otherwise not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be directed by the Board, in which case the Manager shall notify promptly the Board of the Manager’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Manager shall have no liability for acting in accordance with the specific instructions of the Board so given. In addition, as directed by the Board, the Manager shall not take any action if the Board determines that not taking such action is reasonably necessary to maintain the Company’s qualification as a REIT under the Code.

10. Compensation.

(a) During the term hereof, as the same may be extended from time to time, the Company shall pay the Manager the Management Fee. The Manager will not receive any compensation as calculated hereunder for the period

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prior to the Spin-Off Date. The Management Fee shall be due and payable quarterly in advance as of the first day of each quarter (January 1, April 1, July 1 and October 1) (provided that such initial and final payments will be pro-rated based on the number of days during such quarter that this Agreement was in effect; and provided further that the initial payment of the Management Fee shall be due and payable on the date hereof). The Manager may calculate each installment of the Management Fee based on its calculation of Tangible Assets on the first day of each quarter, and deliver such computation to the Board of Directors no less than three (3) business days prior to the beginning of each quarter, which computation may be reviewed by the Board of Directors, a risk committee of the Board of Directors or another committee consisting entirely of Independent Directors.

(b) The Manager acknowledges that, pursuant to the Founder’s Rights Agreement, Lennar has the right, in connection with its Enforcement Rights (as defined therein) to compel the Company to stop payment of the Management Fee in certain circumstances where there is a legal dispute between Lennar and the Company. The Manager agrees that, upon receipt of a written notice by the Board of Directors of the Company that Lennar has exercised such Enforcement Right, which notice must include a copy of the written notice from Lennar to the Board of Directors of the Company, as signed by an authorized representative of Lennar, exercising its Enforcement Rights specifically with respect to compelling the Company to stop payment of the Management Fee pursuant to this Agreement, the Manager shall waive all Management Fee payments for the duration of the period set forth in such notice (the “Dispute Period”). Written notice of any extensions to such Dispute Period must be delivered to the Manager in advance of the expiration of originally-stated Dispute Period, along with any relevant documentation supporting such extension. The Manager agrees that such extensions shall be honored without affirmative approval by the Manager, unless the notice does not provide the reasons and supporting documentation (if applicable) for such extension. The Manager agrees that any discontinuation of the Management Fee payments in connection with the Manager’s waiver of the Management Fee pursuant to this Section 10(b) shall not be deemed to be a breach of contract or otherwise a default by the Company under this Agreement, and Manager may not terminate the Management Agreement solely by reason of such discontinuation of the Management Fee. Following the end of the Dispute Period, the Manager agrees that all waived payments of the Management Fee shall not be paid or otherwise reimbursed to the Manager by the Company, if the legal dispute between Lennar and the Company is resolved (by court order, judgment or similar equivalent) in Lennar’s favor. In the event the legal dispute is resolved (by court order, judgment or similar equivalent) in the Company’s favor, the Company agrees to take all necessary and appropriate action, including by litigation or obtaining a court order, to compel Lennar to pay the total amount of waived Management Fee payments over the course of the Dispute Period to the Manager, in accordance with the terms of the Founder’s Rights Agreement. In the event the expiration or termination of this Agreement occurs during a Dispute Period in which the Manager has waived all Management Fee payments pursuant to this Section 10(b), the provisions regarding the Company’s obligation to compel Lennar to pay the Manager the total amount of waived Management Fee payments over the course of the Dispute Period up to the date of the expiration or termination of this Agreement in the event the legal dispute is resolved in the Company’s favor shall survive the expiration or termination of this Agreement.

(c) The Management Fee shall be payable independent of the performance of the Company, the HOPP’R or the Investments. The Manager may waive all or a portion of its fees.

11. Expenses.

(a) The Manager shall pay and/or otherwise be responsible for all expenses of the Company, including Operating Expenses, other than the following: (i) Offering Expenses, including any underwriting discounts or commissions (ii) legal, accounting, financial, due diligence and other service fees incurred in connection with extraordinary litigation and mergers and acquisitions and other events outside the Company’s ordinary course of business, and (iii) costs associated with the ownership and maintenance of land on which any counterparty has failed to exercise its option to reacquire from the Company, including maintenance, upkeep and other fees ((i)-(iii) collectively referred to as “Reimbursable Expenses”).

(b) The Manager shall prepare a statement documenting all Reimbursable Expenses incurred during each quarter, and shall deliver such statement to the Board within 15 business days after the end of each quarter. Reimbursable Expenses incurred by the Manager on behalf of the Company and payable pursuant to this Section 11 shall be reimbursed by the Company no later than the 15th business day immediately following the date of delivery of such statement of Reimbursable Expenses to the Company.

12. Other Services. Should the Board request that the Manager or any director, officer or employee thereof render services for the Company other than set forth in Section 3, such services shall be separately compensated at such customary rates and in such customary amounts as are agreed upon by the Manager and the Board, including a majority of the Independent Directors, subject to the limitations contained in the Articles of Incorporation, and shall not be deemed to be services pursuant to the terms of this Agreement.

13. Other Activities of the Manager. Except as set forth in this Section 13 and subject to the provisions and restrictions included in the Allocation Policy, nothing herein contained shall prevent the Manager or any of its Affiliates from engaging in or earning fees from other activities, including, without limitation, the rendering of advice to other Persons (including other REITs and other activities related to providing the HOPP’R to the Company’s customers) and the management of other programs advised, sponsored or organized by Kennedy Lewis or its Affiliates; nor shall this Agreement limit or restrict the right of any director, officer, member, partner, employee, or stockholder of the Manager or its Affiliates to engage in or earn fees from any other business or to render services of any kind to any other partnership, corporation, firm, individual, trust or association and earn fees for rendering such services; provided, however, that the Manager and its Affiliates (a) must devote sufficient resources to the Company’s business to discharge its obligations to the Company under this Agreement, (b) may only engage in the activities described in this Section 13 to the extent allowed by and in accordance with the Allocation Policy. The Manager may, with respect to any investment in which the Company is a participant, also render advice and service to each and every other participant therein, and earn fees for rendering such advice and service.

The Board acknowledges that the Manager and its Affiliates are subject to various conflicts of interest, including without limitation, those set forth in the Registration Statement. The Manager shall report to the Board the existence of any condition or circumstance, existing or anticipated, of which it has knowledge, which creates or is reasonably likely to create a conflict of interest between the Manager’s obligations to the Company and its obligations to or its interest in any other partnership, corporation, firm, individual, trust or association. Any such potential or actual conflict

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of interest must be approved by a majority of Independent Directors, except with respect to other opportunities or transactions that the Manager or its Affiliates may engage in in accordance with the Allocation Policy.

14. Term and Termination Without Cause.

(a) This Agreement shall become effective on the Spin-Off Date and shall continue in operation, unless terminated in accordance with the terms hereof, until the third anniversary of the Spin-Off Date (the “Initial Term”). After the Initial Term, this Agreement shall be deemed renewed automatically each year for an additional one-year period (an “Automatic Renewal Term”) unless the Company or the Manager terminates this Agreement in accordance with Section 14(b) or 14(e), respectively.

(b) Notwithstanding any other provision of this Agreement to the contrary, (A) upon 180 days’ written notice in connection with an Accelerated Termination, or (B) upon 180 days’ written notice prior to the expiration of the Initial Term or any Automatic Renewal Term, as applicable (each such written notice referred to in Section 14(b)(A) and (B), the “Termination Notice”), the Company may, without cause, in connection with an Accelerated Termination or the expiration of the Initial Term or the then current Automatic Renewal Term, as applicable, terminate this Agreement (a “Termination Without Cause”) upon the affirmative vote of at least a majority of the Independent Directors (or, in the case of an Accelerated Termination, the affirmative vote of at least two-thirds of the Independent Directors), in their sole discretion, based upon (i) unsatisfactory performance by the Manager that is materially detrimental to the Company or (ii) a determination that the Management Fee payable to the Manager is excessive, subject to Section 14(c). In the event of a Termination Without Cause, the Company shall pay the Manager the Termination Fee before or on (i) the 180th day following the delivery of the Termination Notice in connection with an Accelerated Termination, or (ii) the last day of the Initial Term or Automatic Renewal Term, as the case may be (in each case, the “Effective Termination Date”).

(c) Notwithstanding the provisions of Subsection (b) above, if (A) the reason for termination specified in the Company’s Termination Notice is that a majority of the Independent Directors (or, in the case of an Accelerated Termination, two-thirds of the Independent Directors) have determined that the Management Fee payable to the Manager is excessive, and (B) the Manager agrees that it will continue to perform its duties hereunder during the Automatic Renewal Term that would commence upon the expiration of the Initial Term or then current Automatic Renewal Term, as applicable, at rates that at least a majority of the Independent Directors determine to be not excessive, as agreed to in accordance with Subsection (d) below, then the Company shall not have the foregoing right to Termination Without Cause.

(d) The Manager shall have the right to renegotiate the Management Fee by delivering to the Company, not less than 120 days prior to the pending Effective Termination Date, written notice (a “Notice of Proposal to Negotiate”) of its intention to renegotiate the Management Fee. Thereupon, the Company (acting through the Board) and the Manager shall endeavor to negotiate the Management Fee in good faith. Provided that the Company and the Manager agree to a revised Management Fee or other compensation structure within 60 days following the Company’s receipt of the Notice of Proposal to Negotiate, the Termination Notice from the Company shall be deemed of no force and effect, and this Agreement shall continue in full force and effect on the terms stated herein, except that the Management Fee or other compensation structure shall be the revised Management Fee or other compensation structure effective as of the date as then agreed upon by the Company and the Manager. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised Management Fee or other compensation structure promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to a revised Management Fee or other compensation structure during such 60 day period, this Agreement shall terminate 120 days after the Effective Termination Date and the Company shall be obligated to pay the Manager the Termination Fee upon the Effective Termination Date as a condition of such termination action being effective.

(e) No later than 180 days prior to the expiration of the Initial Term or the then current Automatic Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective upon the Effective Termination Date next following the delivery of such notice. The Company shall not be required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 14(e).

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(f) Except as set forth in this Section 14, a Termination Without Cause pursuant to this Section 14 shall be without any further liability or obligation of either Party to the other, except as provided in Section 8, Section 11(b), Section 16, Section 17 and Section 22.

(g) This Agreement may not be terminated by the Company for any reason during the Initial Term, except in connection with an Accelerated Termination or pursuant to Section 15.

15. Termination for Cause and Duties Upon Termination.

(a) The Company upon the direction of a majority of the Independent Directors may terminate this Agreement effective upon 30 days’ prior written notice of termination from the Board of Directors to the Manager (a “Cause Termination Notice”), without payment of any Termination Fee, if (i) the Manager, its agents or assignees breaches any material provision of this Agreement and such breach shall continue for a period of 30 days after written notice thereof specifying such breach and requesting that the same be remedied in such 30-day period (or 45 days after written notice of such breach if within 30 days after the written notice the Manager begins making diligent efforts to cure such breach), (ii) there is a commencement of any proceeding relating to Kennedy Lewis’ or the Manager’s bankruptcy or insolvency, including an order for relief in an involuntary bankruptcy case or the Manager authorizing or filing a voluntary bankruptcy petition, (iii) it is determined that Kennedy Lewis or the Manager committed fraud against the Company, misappropriated or embezzled funds of the Company, or acted, or failed to act, in a manner constituting bad faith, willful misconduct, gross negligence or reckless disregard in the performance of the Manager’s duties under this Agreement, or (iv) the Manager is dissolved (each of the occurrences or conditions in (i) through (iv) being Cause”).

(b) The Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to the Company in the event that the Company shall default in the performance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 30-day period (or 45 days after written notice of such breach if the Company takes steps to cure such breach within 30 days of the written notice).

(c) The Manager shall promptly upon termination of this Agreement:

(i) pay over to the Company all money collected and held for the account of the Company pursuant to this Agreement, after deducting any accrued compensation and Reimbursable Expenses for which it is then entitled;

(ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board;

(iii) deliver to the Board all assets, including all Investments, and documents of the Company then in the custody of the Manager.

(d) In addition, the Manager, following termination of this Agreement, shall:

(i) provide the Company with all information reasonably necessary or appropriate to enable the Company prepare all required financial statements, quarterly and annual REIT testing, and all required tax returns or other tax related documents (including requests for refunds);

(ii) reasonably cooperate with the Company, at the Company’s expense, to provide an orderly management transition, including by performing all obligations pursuant to Section 5 and performing all duties and responsibilities pursuant to a Post-Termination Management Extension, if requested by the Board of Directors of the Company, including continue to undertake the Manager’s Duties and provide Administrative Services in accordance with the terms of this Agreement for up to 180 days following termination of this agreement.

16. Limitation of Liability, Exculpation and Indemnification by the Company.

(a) Whether or not expressly provided in this Agreement, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Manager or any of its respective Affiliates and their respective partners, members, officers, directors, employees and agents (including parties acting as agents for the execution of transactions) (each, a “Covered Person” and collectively, “Covered Persons”) shall be subject to the provisions of this Section.

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(b) To the fullest extent permitted by law, no Covered Person shall be liable to the Company (including but not limited to (i) any act or omission by any Covered Person in connection with the conduct of the business of the Company, that is determined by such Covered Person in good faith to be in or not opposed to the best interests of the Company, (ii) any act or omission by any Covered Person based on the recommendation of any professional advisor of the Company whom such Covered Person believes is authorized to make such recommendations on behalf of the Company, (iii) any act or omission by the Company, or (iv) any mistake, negligence, misconduct or bad faith of any broker or other agent of the Company selected by the Covered Person with reasonable care), unless any act or omission by such Covered Person constitutes bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties (as determined by a non-appealable judgment of a court or arbitration tribunal of competent jurisdiction).

(c) A Covered Person may consult with legal counsel to, or accountants for, the Company and any act or omission by such Covered Person on behalf of the Company or in furtherance of the business of the Company in good faith in reliance on and in accordance with the advice of such counsel or accountants shall be full justification for the act or omission, and such Covered Person shall be fully protected in so acting or omitting to act if the counsel or accountants were selected with reasonable care.

(d) To the fullest extent permitted by law, the Company shall indemnify and save harmless Covered Persons, from and against any and all claims, liabilities, damages, losses, costs and expenses, including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and expenses of investigating or defending against any claim or alleged claim, of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by any Covered Person and arise out of or in connection with the business or investments of the Company, or the performance by the Covered Person of its responsibilities hereunder, provided that the Covered Person shall not be entitled to indemnification hereunder to the extent the Covered Person’s conduct constitutes bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties (as determined by a non-appealable judgment of a court or arbitration tribunal of competent jurisdiction). The termination of any proceeding by settlement, judgment, order or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Covered Person’s conduct constituted bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties (as determined by a non-appealable judgment of a court or arbitration tribunal of competent jurisdiction).

(e) Expenses incurred by a Covered Person in defense or settlement of any claim that shall be subject to a right of indemnification hereunder, shall be advanced by the Company prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the Covered Person to repay the amount advanced to the extent that it shall be determined ultimately that the Covered Person is not entitled to be indemnified hereunder.

(f) The right of any Covered Person to the indemnification provided herein shall be cumulative of, and in addition to, any and all indemnification rights to which the Covered Person may otherwise be entitled by contract or as a matter of law or equity and shall be extended to the Covered Person’s successors, assigns and legal representatives.

(g) The provisions of this Section 16 are expressly intended to confer benefits upon Covered Persons and such provisions shall remain operative and in full force and effect regardless of the expiration or any termination of this Agreement.

(h) No Covered Person shall be liable hereunder for any settlement of any action or claim effected without its written consent thereto.

17. Indemnification by the Manager.

(a) The Manager shall indemnify and hold harmless the Company and its subsidiaries from all claims, liabilities, damages, losses, costs and expenses, including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and expenses of investigating or defending against any claim or alleged claim, of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by reason of (i) the Manager’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties, or (ii) any claims by the Manager’s employees or Third Parties relating to their employment or engagement on behalf of the Company; provided, however, that the Manager shall not be held responsible for any

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action of the Board in following or declining to follow any written advice or written recommendation given by the Manager.

(b) Notwithstanding anything in this Agreement to the contrary, the aggregate maximum amount that the Manager may be liable to the Company pursuant to this Agreement shall, to the extent not prohibited by law, never exceed the amount of the total Management Fees received by the Manager under this Agreement. In no event shall the Manager be liable for special, exemplary, punitive, indirect, or consequential loss, or damage of any kind whatsoever.

(c) The provisions of this Section 17 are expressly intended to confer benefits upon the Company and its subsidiaries and such provisions shall remain operative and in full force and effect regardless of the expiration or any termination of this Agreement.

18. Representations and Warranties.

(a) The Company hereby makes the following representations and warranties to the Manager, all of which shall survive the execution and delivery of this Agreement:

(i) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. The Company has all power and authority required to execute and deliver this Agreement and to perform all its duties and obligations hereunder. The Company has the power and authority and the legal right to own and operate its assets, to lease any property it may operate as lessee and to conduct the business in which it expects to engage and is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except for failures to be so qualified, authorized or licensed that could not in the aggregate have a material adverse effect on the business operations, assets or financial condition of the Company and its subsidiaries, if any, taken as a whole.

(ii) The execution, delivery, and performance of this Agreement by the Company have been duly authorized by all necessary action on the part of the Company. No consent of any other Person that has not already been obtained, including stockholders and creditors of the Company, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by the Company in connection with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement and all obligations required hereunder.

(iii) This Agreement has been, and each instrument or document required hereunder will be, executed and delivered by a duly authorized officer of the Company, and this Agreement constitutes, and each instrument or document required hereunder when executed and delivered hereunder will constitute, a legal, valid, and binding instrument, agreement or document of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency, receivership and similar laws from time to time in effect and general principles of equity, including, without limitation, those relating to the availability of specific performance.

(iv) The execution, delivery and performance of this Agreement and the documents or instruments required hereunder will not violate any provision of any existing law or regulation binding on the Company, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Company, or the Governing Instruments of, or any securities issued by the Company or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Company is a party or by which the Company or any of its assets may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial condition of the Company and its subsidiaries, if any, taken as a whole, and will not result in, or require, the creation or imposition of any lien on any of the property, assets or revenues of the Company pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking.

(b) The Manager hereby makes the following representations and warranties to the Company, all of which shall survive the execution and delivery of this Agreement:

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(i) The Manager is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware and is qualified to do business and is in good standing in Maryland. The Manager has all power and authority required to execute and deliver this Agreement and to perform all its duties and obligations hereunder, subject only to its qualifying to do business and obtaining all requisite permits and licenses required as a result of or relating to the nature or location of any of the assets or properties of the Company (which it shall do promptly after being required to do so). The Manager has the limited partnership power and authority and the legal right to conduct the business in which it is expected to engage as Manager and is duly qualified as a foreign partnership and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except for failures to be so qualified, authorized or licensed that could not in the aggregate have a material adverse effect on the business operations, assets or financial condition of the Manager or the Company.

(ii) The execution, delivery, and performance of this Agreement by the Manager have been duly authorized by all necessary action on the part of the Manager. No consent of any other Person, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by the Manager in connection with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement and all obligations required hereunder.

(iii) This Agreement has been, and each instrument or document required hereunder will be, executed and delivered by a duly authorized officer of the Manager, and this Agreement constitutes, and each instrument or document required hereunder when executed and delivered hereunder will constitute, a legal, valid, and binding instrument, agreement or document of the Manager enforceable against the Manager in accordance with its terms, except as limited by bankruptcy, insolvency, receivership and similar laws from time to time in effect and general principles of equity, including, without limitation, those relating to the availability of specific performance.

(iv) The execution, delivery and performance of this Agreement and the documents or instruments required hereunder will not violate any provision of any existing law or regulation binding on the Manager or any Affiliate, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Manager or any Affiliate, or the Governing Instruments of, or any securities issued by the Manager or any Affiliate or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Manager or any Affiliate is a party or by which the Manager or any Affiliate or any of their respective assets may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial condition of the Manager or the Company, and will not result in, or require, the creation or imposition of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking.

19. Notices. Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is required by the Articles of Incorporation, the Bylaws, or accepted by the party to whom it is given, and shall be given by being delivered by hand, by courier or overnight carrier or by registered or certified mail to the addresses set forth below:

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Exhibit 10.2

FOUNDER’S RIGHTS AGREEMENT

THIS FOUNDER’S RIGHTS AGREEMENT (this “Agreement”) is dated as of February 7, 2025 (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, Lennar Homes Holding, LLC, a Delaware limited liability company, and CalAtlantic Group, LLC, a Delaware limited liability company (collectively, “Founder”, and together with the Company, collectively, the “Parties” and each, a “Party”).

RECITALS

A. Founder, its Affiliates and its Affiliates’ divisions and subdivisions (including, without limitation, any wholly-owned direct or indirect subsidiary of Lennar Corporation, a Delaware corporation, collectively, the “Founder Parties” and each, a “Founder Party”) are in the business of, among other things, acquiring land and developing residences thereon.

B. The Founder Parties have developed the Homesite Option Purchase Platform (the “HOPP’R”) and have licensed its use to the Company and its affiliates, including Millrose Properties Holdings, LLC, a Delaware limited liability company (“MPHL”), and their other respective subsidiaries and affiliates (including, without limitation, the Company, collectively, the “Company Affiliates” and each, a “Company Affiliate”).

C. The Founder Parties have contributed or caused to be contributed to one or more Company Affiliates, among other things, the direct or indirect right, title and interest of certain Founder Parties in and to certain parcels of real property having an aggregate Book Value of approximately $5.2 billion (such parcels of real property, collectively, the “Initial Properties” and each, an “Initial Property”).

D. The Founder Parties have contributed or caused to be contributed to one or more Company Affiliates cash in the amount of up to $500 million (the “Initial Cash Contribution” and together with the HOPP’R, the Initial Properties, the services that Founder’s personnel will provide to the Company relating to the identification, evaluation and acquisition of future land inventory and land development and any additional assets, directly or indirectly contributed to the Company by Founder, the “Initial Founder Assets”).

E. To induce the Founder Parties to provide for the contribution of the Initial Founder Assets, as well as the time, resources and capital to form the Company and prepare it for becoming an independent publicly traded company, the Company desires to provide the Founder Parties with certain rights as set forth herein.

AGREEMENT

For the Initial Founder Assets, the covenants contained herein and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS

“Additional Capital Amount” shall mean, on a going forward basis, the total amount of any capital raised by the Company specifically for projects of Founder or any Founder Party, which may be a part of a larger debt or equity offering by the Company deployed by the Company, to finance projects of Founder or any Founder Party, excluding the Initial Capital Amount.

“Additional Equity Issuance” shall have the meaning ascribed thereto in Section 3.02(b).

“Agreement” shall have the meaning ascribed thereto in the Preamble hereof.

“Applicable Law” shall mean any law, regulation, rule, ordinance court order, judgement or equivalent issued by any federal, state, county, regional, local or municipal government, any bureau, department, agency or political subdivision of thereof and any Person with jurisdiction exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government (including any court)(collectively and individually, as the context may require, a “Governmental Authority”).

“Applicable Rate” shall have the meaning ascribed thereto in Section 3.04.

“Applicable Rate Adjustment Event” shall have the meaning ascribed thereto in Section 3.04.

“Applicable Rate Adjustment Notice” shall have the meaning ascribed thereto in Section 3.04.

“Applicable Rate Adjustment Right” shall have the meaning ascribed thereto in Section 3.04.

“Articles of Amendment and Restatement” shall mean the articles of amendment and restatement of the Company, as amended, restated, amended and restated or supplemented from time to time.

“Available Debt” shall mean all debt raised or secured by the Company in excess of any Excluded Capital.

“Available Equity” shall mean all equity raised by the Company in excess of any Excluded Capital.

“Book Value” of an asset means he value of that asset shown on the books of the Company in accordance with generally accepted accounting principles.

“Capital Priority Right” shall have the meaning ascribed thereto in Section 3.03(a).

“Committed Transactions” and “Committed Transaction” shall mean Company Transactions, which as of a given Reservation Date, are in connection with (i) Properties submitted to the Program with outstanding work being financed or anticipated to be financed during the forthcoming Reservation Period or (ii) Committee-Approved projects pursuant to the Program that are expected to require financing over the forthcoming Reservation Period.

“Committee-Approved” shall mean approved by the investment committee of the Manager or, absent such committee, an investment committee established by the Company.

“Company” shall have the meaning ascribed thereto in the Preamble hereof.

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“Company Affiliates” and “Company Affiliate” shall have the respective meanings ascribed thereto in Recital B.

“Company Transaction” shall mean any investment, acquisition, project or program by the Company for the benefit of a builder or developer, including a Founder Party or Other Customer.

“Courts” shall have the meaning ascribed thereto in Section 6.10(a).

“Cross-Termination Agreement” shall mean any agreement between any Founder Party and any Company Affiliate aggregating Homesites into mutually dependent pools.

“CPR Capital” shall mean (a) 25% of Available Debt, excluding (i) all debt available under any revolving credit facility, and (ii) any other debt raised by the Company specifically to refinance, retire or redeem existing debt, plus (b) 25% of the amount of Available Equity, excluding (i) any equity specifically raised to pay down or refinance any outstanding amounts on any credit facility that the Company or any of its subsidiaries may have, and (ii) any equity raised in connection with the Company’s issuance of additional shares of Class A Common Stock (or any other equity securities in a manner consistent with its charter) to any Other Customer in exchange for Future Property Assets, minus (c) the sum of the following (to the extent not already excluded from the calculation of CPR Capital): (i) any capital reserved to be used to pay off any pending (i.e., within 90 days) debt maturity, (ii) any capital that the Company is required to distribute to its shareholders in connection with maintaining its REIT status for U.S. federal income tax purposes, and (iii) any capital amounts accrued and reserved for any loss contingencies such as ongoing litigation or other matters not covered under the Manager’s management fee, including any portion of a revolving credit facility used exclusively for such expenses; provided that the cumulative amount of CPR Capital used in the calculation of Priority Amount shall not exceed the CPR Capital Limit.

“CPR Capital Limit” shall mean $10 billion minus the Initial Capital Amount minus any Lost Priority Capital.

“Dispute” shall have the meaning ascribed to thereto in Section 4.03.

“Dispute Period” shall mean, with respect to any dispute with respect to a Pooling Violation Allegation, the period commencing on the date on which the applicable Founder Party intended to close on the purchase of certain Homesites (and the Company did not close such purchase) and ending on the date of the final resolution or final unappealable judgment or settlement.

“Effective Date” shall have the meaning ascribed thereto in the Preamble hereof.

“Excess Capital” shall mean all capital held by the Company as of a specified date, after deducting the Priority Amount and Reserved Deal Capital.

“Excluded Capital” shall mean the first $2 billion, in aggregate, of debt and equity raised by the Company from any source whatsoever, excluding the Initial Capital Amount, Additional Capital Amount, Restored Lost Capital Amount, Recycled Capital Amount and Other Customers Priority Capital.

“Founder” shall have the meaning ascribed thereto in the Preamble hereof.

“Founder Attorney-in-Fact” shall have the meaning ascribed thereto in Section 4.01(b).

“Founder Party” and “Founder Parties” shall have the respective meanings ascribed thereto in Recital A.

“Founder’s Rights” shall have the meaning ascribed thereto in Article II.

“Founder’s Rights Default” shall have the meaning ascribed thereto in Section 5.01.

“Future Property Assets” shall mean any future Homesites, prospective Homesites, properties or other related land assets that the Company may acquire with and pursuant to its arrangements with its customers, including Founder Parties and Other Customers.

“Governmental Authority” shall have the meaning ascribed thereto in the definition of “Applicable Law”.

“Homesite” shall have the meaning ascribed thereto in the definition of “Program”.

“HOPP’R” shall have the meaning ascribed thereto in Recital B.

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“Initial Capital Amount” shall mean an amount equal to the value of the Initial Founder Assets, which amount shall be confirmed by Founder in accordance with that certain Distribution Agreement dated as of January 16, 2025 by and between Lennar Corporation, a Delaware corporation, and the Company, and thereafter set forth in the books and records of the Company.

“Initial Founder Assets” shall have the meaning ascribed thereto in Recital D.

“Initial Founder’s Shares” shall have the meaning ascribed thereto in Section 3.02(b).

“Initial Properties” and “Initial Property” shall have the respective meanings ascribed thereto in Recital C.

“Kennedy Lewis” means Kennedy Lewis Investment Management LLC, an affiliate and parent company of Manager.

“Key Man” shall mean, individually David K. Chene or Darren L. Richman, and collectively, “Key Men”.

“Lost Priority Capital” shall mean, as of a given Reservation Date, the portion of the Reserved Priority Amount for which Founder Parties had insufficient transactions to use (including in connection with site development work on land that is owned by Company Affiliates or that the Company intends to acquire) during the Reservation Period preceding such Reservation Date.

“Lost Priority Capital Recovery Right” shall have the meaning ascribed thereto in Section 3.03(b).

“Manager” shall mean Kennedy Lewis Land and Residential Advisors LLC, a Delaware limited liability company.

“Management Agreement” shall mean that certain Management Agreement, dated as of the Effective Date, by and between the Company and Manager.

“Management Change of Control” shall have the meaning ascribed thereto in Section 3.01(b).

“Master Construction Agreement” shall mean that certain Master Construction Agreement of even date herewith by and between the Company, MPHL and Founder.

“Master Option Agreement” shall mean that certain Master Option Agreement of even date herewith by and between the Company, MPHL and Founder.

“Master Program Agreement” shall mean that certain Master Program Agreement, of even date herewith, by and between the Company, as “Owner” and Founder, as “Lennar”.

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“Monthly Option Payments” shall have the meaning ascribed thereto in Section 3.04.

“MPHL” shall have the meaning ascribed thereto in Recital B.

“Other Customers” and “Other Customer” shall have the respective meanings ascribed thereto in the definition of “Third-Party Commitment”.

“Other Customers Priority Capital” shall mean, subject to the proviso in the definition of “Restored Lost Capital Amount” and to Section 3.03(b), an amount equal to the value of the initial capital (including the value of any assets) contributed by any Other Customer to the Company pursuant to a Subsequent Bulk Asset Contribution that is reserved for such Other Customer’s use pursuant to the terms of the agreement between the Company and such Other Customer.

“Parties” and “Party” shall have the respective meanings ascribed thereto in the Preamble hereof.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, limited partnership, Governmental Authority or other entity.

“Pause Periods” and “Pause Period” shall have the respective meanings ascribed thereto in Section 3.07.

“Pause Rate” shall have the meaning ascribed thereto in Section 3.07.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, limited partnership, Governmental Authority or other entity.

“Pooling Violation Allegation” shall have the meaning ascribed thereto in Section 4.03.

“Priority Amount” shall mean an amount equal to (i) the Initial Capital Amount plus (ii) the Additional Capital Amount, plus (iii) the CPR Capital, plus (iv) the Restored Lost Capital Amount, plus (v) the Recycled Capital Amount less (vi) any (x) Lost Priority Capital and (y) Reserved Deal Capital.

“Program” shall mean a transaction by which Company Affiliates will acquire residential land and related rights, contract with a Founder Party to complete various on-site and off-site related improvements, and grant such Founder Party an option to acquire such fully-developed homesites on such land (each, a “Homesite”) in accordance with a pre-determined acquisition schedule (and all related activities).

“Program Documents” shall mean the Master Program Agreement, the Master Option Agreement, the Master Construction Agreement, any Cross-Termination Agreement and any and all addenda to the foregoing.

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“Properties” shall mean any residential properties consisting of (i) properties owned by a Founder Party as of the Effective Date or acquired by a Founder Party subsequent to the Effective Date, and (ii) properties that a Founder Party has, as of the Effective Date, a contractual right to acquire.

“Recycled Capital Amount” shall mean, all Excess Capital provided by the Company to a Founder Party to finance a Founder project for which Founder paid an option rate based on the prevailing market rate, to the extent such amount had been repaid.

“Reservation Date” shall mean (i) the first day of the month immediately following the date that is 12 calendar months from the Effective Date; and (ii) thereafter, the first day of each month that is three calendar months following the preceding Reservation Date.

“Reservation Period” shall mean the period from and including a Reservation Date to but excluding the next succeeding Reservation Date.

“Reserved Deal Capital” shall have the meaning ascribed thereto in Section 3.03(c).

“Reserved Priority Amount” shall have the meaning ascribed thereto in Section 3.03(a).

“Restored Lost Capital Amount” shall mean, as of a Reservation Date, all Excess Capital not subject to a Third-Party Commitment, up to the amount of any Lost Priority Capital, and excluding Other Customers Priority Capital provided by the Company in a Subsequent Bulk Asset Contribution; provided that if the Company lacks sufficient capital to satisfy the Restored Lost Capital Amount and the Other Customers Priority Capital, then the allocation of available capital among Founder’s Lost Capital Amount and such Other Customer’s Other Customers Priority Capital shall be in proportion to the total assets contributed by each such party to the Company.

“Subsequent Bulk Asset Contribution” shall have the meaning ascribed thereto in Section 3.02.

“Sunset Threshold Event” shall have the meaning ascribed thereto in Section 3.01.

“Third-Party Commitment” shall mean any Company Transactions with any customers other than Founder or a Founder Party (such other customers, “Other Customers”, each an “Other Customer”), including, without limitation (i) all existing Company Transactions pursuant to executed agreements and (ii) all Committee-Approved Company Transactions for which the Company has executed a memorandum of understanding, letter of intent, term sheet or similar instrument.

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ARTICLE II

EXCLUSIVITY

The Company agrees that the rights, powers, remedies and privileges granted to Founder set forth in the following provisions (collectively, the “Founder’s Rights”) are and shall remain exclusive to Founder Parties (other than the Effective Equity Price Protection Right):

(a) the consent right set forth in Section 3.01 (Management Succession),

(b) the right to receive shares at no cost set forth in Section 3.02 (Effective Equity Price Protection Right),

(c) the right to have Lost Priority Capital and Reserved Deal Capital (or other similar type of Capital) set forth in Section 3.03 (Capital Priority Right),

(d) the right to adjust the Applicable Rate on a going-forward basis set forth in Section 3.04 (Applicable Rate Adjustment Right),

(e) the consent right with respect to the aggregate debt-to-equity of the Company Affiliates set forth in Section 3.05 (Maximum Debt-to-Equity Ratio Limit Right),

(f) the consent right with respect to the cross-collateralization of Founder assets set forth in Section 3.06 (Cross-Collateralization of Founder Assets),

(g) the right to trigger a discretionary Pause Period set forth in Section 3.07 (Pause Period Designation Rights), and

(h) the enforcement rights set forth in Article IV (Enforcement Rights in Connection with a Conveyance Default).

Without the express written consent of Founder, which consent shall be at Founder’s sole and absolute discretion, the Company shall not offer or agree to provide any Founder’s Rights to any Person that is not a Founder Party.

ARTICLE III

COMPANY COVENANTS

Section 3.01 Management Succession Rights. Until such time as the aggregate value of all cash and capital assets contributed by Founder and held at a given time by the Company is less than 10% of the Company’s total assets (calculated in accordance with generally accepted accounting principles), and remains continuously below such 10% for six consecutive months (such event, a “Sunset Threshold Event”), Founder shall have the rights set forth in this Section 3.01.

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(a) Manager Succession. If the Management Agreement is terminated for any reason or for no reason, including, without limitation, if (a) the Company terminates Manager, (b) Manager resigns as manager or (c) Manager assigns Manager’s interest in the Management Agreement in violation thereof, then Founder shall have the right to consent or withhold consent, at its sole and absolute discretion, to the Company’s selection of a new manager and/or execution of any successor Management Agreement (notwithstanding whether such successor Management Agreement is with Manager or a new manager). The Company shall not replace the Manager, nor enter into a new management agreement without the consent of Founder, not to be unreasonably withheld, or conditioned. Promptly, upon receipt of notice that the Manager intends to terminate the Management Agreement or upon the determination by the Company to replace the Manager, the Company shall notify Founder of such notice or determination. The Company shall present to Founder one or more candidates to succeed Manager together with the relevant background information about each candidate and/or draft successor Management Agreement, as applicable. Founder shall have 10 business days to object to such candidate and/or draft, as applicable. If Founder does not provide notice of an objection to the Company within the 10 business day period Founder shall be deemed to approve the successor manager and/or successor management agreement, as applicable.

(b) Key Man Succession. Within 10 days of the date on which Manager has a reason to believe that (a) both Key Men cease to exercise control over the management or decision-making process of Kennedy Lewis, (b) both Key Men cease to exercise direct or indirect control (which control may be delegated through employees, agents or contractors) of the management of the Company, or (c) either Kennedy Lewis and/or either Key Man transfers any membership interest in Manager, directly or indirectly, to a company, or affiliate of a company engaged primarily in (i) the building of single-family homes in the United States or (ii) acquiring or developing homesites in the United States ((a) through (c), collectively or individually, a “Management Change of Control”) is likely to occur within the next 90 days, or promptly following the actual occurrence of a Management Change of Control if not anticipated, the Company shall notify Founder that such Management Change of Control has occurred or is likely to occur. Promptly upon the Company’s receipt of candidate successors to the Key Men from Manager, the Company shall provide to Founder the relevant background information about such candidates. The Company shall, within 10 business days of the Company’s receipt of such notice, object to any such candidates, unless it has received Founder’s consent to such candidates, which consent shall not be unreasonably withheld, conditioned or delayed. Founder shall have 10 business days to object to any such candidates. If Founder does not provide notice of an objection to the Company within the 10 business day period, Founder shall be deemed to approve the successor to the Key Men.

Section 3.02 Effective Equity Price Protection Right. If, within 18 months of the Effective Date, any Other Customer is issued Class A Common Stock, or any other equity securities in the Company in accordance with the Articles of Amendment and Restatement, in exchange for a contribution of Future Property Assets having an aggregate value in excess of $500 million (such transaction, a “Subsequent Bulk Asset Contribution”) at a price per share that is less than the effective price per share of those shares issued to Founder in exchange for the contribution of the Initial Founder Assets, then:

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(a) Notice of Subsequent Bulk Asset Contribution. The Company shall notify Founder of any potential Subsequent Bulk Asset Contribution prior to the closing thereof.

(b) Additional Equity Issuance. Prior to the issuance of Class A Common Stock to any Other Customer in connection with the closing of such Subsequent Bulk Asset Contribution, the Company shall issue to its shareholders, for no further consideration, subject to Section 3.02(d), a number of additional shares of Class A Common Stock (the “Additional Equity Issuance”) equal to the number of additional shares the Lennar Corporation shareholders receiving Company Common Stock at the Effective Date would have received if the Distribution (as defined in the Distribution Agreement dated as of January 16, 2025) had been executed at the same price per share as what the Other Customer received in connection with the Subsequent Bulk Assets Contribution. The Additional Equity Issuance shall be equal to (i) the number of shares of Class A Common Stock and Class B Common Stock initially issued to Founder in exchange for the contribution by Founder of the Initial Founder Assets (the “Initial Founder’s Shares”); multiplied by (ii) a fraction, (A) the numerator of which shall be the effective price per share of the Initial Founders Shares and (B) the denominator of which shall be the effective price per share received by such customer in connection with such Subsequent Bulk Asset Contribution; less (iii) the number of Initial Founder’s Shares. The Company shall issue such shares to its shareholders, at the sole cost and expense of the Company and for no additional consideration from any Founder Party or other shareholder. The Company shall ensure that any shares issued pursuant to this Section 3.02(b) are duly registered and without restriction on transfer other than those restrictions on transfer related to the Company’s qualification as a real estate investment trust set forth in the Articles of Amendment and Restatement.

(c) Founder Covenant. In consideration of the covenants set forth in this Section 3.02, Founder covenants that (i) for so long as Founder or an Affiliate holds any shares of Class A Common Stock of the Company, Founder or its Affiliate shall not exercise any right to vote those shares and (ii) Founder shall dispose of any shares of Class A Common Stock received pursuant to this Section 3.02 by spin-off, split-off, public offering, private sale or any combination of the foregoing as promptly as reasonably practicable following receipt of such shares.

(d) Board Approval. Any Additional Equity Issuance shall be contingent on the approval of the Company’s board of directors (the “Board”), and the Board shall be required to provide such approval in compliance with Maryland law, and the record date with respect to such Additional Equity Issuance shall be set by the Board, prior to the issuance of Class A Common Stock to any Other Customer in connection with a Subsequent Bulk Assets Contribution. For the avoidance of doubt, any such Other Customer will not be entitled to participate in the Additional Equity Issuance.

Section 3.03 Capital Priority Right.

(a) Priority Amount. On each Reservation Date, Founder shall have the right (the “Capital Priority Right”) to reserve up to the Priority Amount for its activities pursuant to the Program Documents during the following Reservation Period. At least 10 business days prior to each Reservation Date, the Company shall inform Founder in writing of the Priority Amount for the following Reservation Period, along with an accounting of how the Priority Amount was calculated. On or prior to the applicable Reservation Date, Founder shall advise the Company in writing of (i) whether Founder intends to exercise its Capital Priority Right and (ii) how much of the Priority Amount Founder intends to use for its activities pursuant to the Program Documents during the Reservation Period (such amount, the “Reserved Priority Amount”). The Company shall allocate the Reserved Priority Amount solely for use by Founder Parties until the following Reservation Date. The amount by which the Reserved Priority Amount at a Reservation Date is less than the full Priority Amount at that Reservation Date will be Lost Priority Amount and will not be subject to the Capital Priority Right.

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(b) Lost Priority Capital. For the avoidance of doubt, any Lost Priority Capital that is excluded from the Priority Amount during a given Reservation Period for which the Company does not commit to Third-Party Commitments during such Reservation Period shall become Restored Lost Capital Amount, and therefore added back to the Priority Amount on the following Reservation Date. If, however, Lost Priority Capital becomes subject to a Third-Party Commitment, the Company may use that amount for such Third-Party Commitment and it shall not added back to the Priority Amount at the next Reservation Date. The Company shall ensure that any Subsequent Bulk Asset Contribution that provides any Other Customer with Other Customers Priority Capital shall include a provision requiring that any amount of Other Customers Priority Capital that is reserved for use and not actually used by the Other Customer (including in connection with land acquisitions and site development work on land that is owned by Company Affiliates or that the Company intends to acquire) within any three-month period shall be “lost” and no longer be deemed to be Other Customers Priority Capital. In the event the Company fails to apply such provisions to any Other Customers Priority Capital in connection with a Subsequent Bulk Asset Contribution, then the Founder Parties shall have the right to eliminate the concept of “Lost Priority Capital” from the Capital Priority Right (such right, the “Lost Priority Capital Recovery Right”). The Company shall provide notice to Founder Parties that the Lost Priority Capital Recovery Right under this Section 3.03(b) has been triggered, promptly upon execution of such applicable Subsequent Bulk Asset Contribution. Upon the Founder Parties’ exercise of such right by delivering written notice to the Company, then effective immediately, any outstanding amounts of capital that have been deemed Lost Priority Capital will be added back to the calculation of Founder Parties’ Priority Amount, and any amounts that would have been deemed Lost Priority Capital prior to the delivery of such notice of exercise shall no longer be deducted from Founder Parties’ Priority Amount on a going-forward basis. Such change shall remain effective in perpetuity for as long as Founders Parties retain its Capital Priority Right.

(c) Reserved Deal Capital. In the event that the Founder Parties are not able to utilize any portion of its Reserved Priority Amount for Properties designated for the Program during any applicable Reservation Period due to the Company’s rejection of any of Founder’s proposed transactions, then such portion of the Priority Amount shall become “Reserved Deal Capital” and the Founder Parties will have an additional three months following the date that the Company notifies Founder of the rejection of the proposed transaction to utilize such Reserved Deal Capital. Reserved Deal Capital will remain separate from any Priority Amount, and shall not expire upon the next Reservation Date (i.e., if there is any leftover Reserved Deal Capital for which the three-month period has not expired at the time of any Reservation Date, then the Founder Parties shall retain the right to utilize such Reserved Deal Capital, and such Reserved Deal Capital shall not constitute Lost Priority Capital for the purposes of calculating the Priority Amount with respect to the applicable Reservation Date). For the avoidance of doubt, there is no limit to the Reserved Deal Capital amount, and no limit to how many times capital remaining available in the Reserved Priority Amount due to rejected transactions can become Reserved Deal Capital. Any amounts designated as outstanding Reserved Deal Capital on any Reservation Date shall be treated as additional capital reserved for Founder Parties and shall not be included in the calculation for purposes of determining the Priority Amount for that Reservation Date. If the Founder Parties do not use (or reserve for future use in accordance with the Program Documents on land that is owned or to be owned by the Company) any Reserved Deal Capital by the applicable three-month expiration date, such capital will become Lost Priority Capital.

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(d) Indemnification of Founder. If at any time (i) the Company does not have sufficient capital to provide the Reserved Priority Amount to Founder Parties to finance a Committed Transaction, or (ii) the Company does not allocate the Reserved Deal Capital as required hereunder, the Company shall pay to Founder for any damages incurred by any Founder Party as a result of such capital unavailability, including, without limitation, all costs of any alternative financing (including, without limitation, fees, penalties, points, increased charges, etc.) for any of Founder’s Committed Transactions.

(e) Request for an Accounting. Upon request by Founder, the Company shall send a report to Founder with the Company’s accounting of the current Reserved Deal Capital and Priority Amount, comprising the Initial Capital Amount, the Additional Capital Amount, the Restored Lost Capital Amount, the CPR Capital and the Recycled Capital Amount, along with such other related information reasonably requested by Founder.

Section 3.04 Applicable Rate Adjustment Right. If a Company Affiliate enters into an arrangement with any Person in connection with the HOPP’R or any other similar land acquisition or homesite development arrangement that allows for option payments (or the substantially similar equivalent of the payments made by Founder under the Master Option Agreement or any successor or supplemental agreement by and between a Founder Paty and a Company Affiliate (such payments from a Founder Party to a Company Affiliate, collectively “Monthly Option Payments”)) at an option rate (or the substantially similar equivalent of the rate payable by under the Master Option Agreement or any successor or supplemental agreement by and between a Founder Paty and a Company Affiliate (such rate, as between a Founder Party and a Company Affiliate, the “Applicable Rate”)) that is lower than the Applicable Rate (an “Applicable Rate Adjustment Event”), (i) the Company agrees to promptly notify Founder in writing of the occurrence of such Applicable Rate Adjustment Event (such notice, the “Applicable Rate Adjustment Notice”) and (ii) Founder may, at its option, commensurately adjust the Applicable Rate for all new Future Property Assets acquired, or with respect to which an acquisition process has been initiated, within 180 days following the occurrence of the Applicable Rate Adjustment Event to match the lower rate agreed upon by the relevant Company Affiliate and the third party in accordance with this Section 3.04 (the “Applicable Rate Adjustment Right”); provided, however, that within 18 months of the Effective Date the Company may issue shares of Class A Common Stock (or any other equity securities in a manner consistent with its charter) to any Other Customer in exchange for Future Property Assets only if such transaction includes an option rate equal to or higher than the lower of (i) 9.5% and (ii) the Applicable Rate plus 1%. If requested by Founder, the applicable Founder Party and Company Affiliate shall execute an amendment to the applicable Program Documents evidencing the adjustment of the Applicable Rate to the lower option rate arranged with such other Person; provided that in no event may the Applicable Rate in effect under the Program be adjusted to exceed the original Applicable Rate. Notwithstanding whether any Program Documents have been amended, the adjusted Applicable Rate shall be effective commencing with and including the first Monthly Option Payment with respect to Future Property Assets acquired by the Company, or with respect to which an acquisition process has been initiated, within 180 days following Founder’s receipt of the Applicable Rate Adjustment Notice. If the Company fails to timely provide Founder with the Applicable Rate Adjustment Notice, the Company shall promptly reimburse Founder the cumulative difference between the Monthly Option Payments made on Future Property Assets acquired, or with respect to which an acquisition process has been initiated, within the 180-day period and the Monthly Option Payments that would have been made had the Applicable Rate on such assets been adjusted from and after the occurrence of the Applicable Rate Adjustment Event.

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Section 3.05 Debt to Equity Ratio Limit Right. Until the occurrence of a Sunset Threshold Event, no Company Affiliate shall enter into any third-party financing arrangement that would result in the collective debt to equity ratio (calculated in accordance with generally accepted accounting principles) of the Company Affiliates to exceed 1:1 without the prior written consent of Founder, which consent shall be at the sole and absolute discretion of Founder.

Section 3.06 Secured Financing Collateral Consent Right. Without the express written consent of Founder, which consent shall be at the sole and absolute discretion of Founder, no Company Affiliate shall mortgage, pledge, hypothecate or otherwise encumber one or more Property in any collateralized financing arrangement, if any other property of the Company subject to any customer right or option to purchase is also pledged as collateral in such financing.

Section 3.07 Pause Period Designation Right. In addition to any rights that Founder may have at any time under the Master Option Agreement or other similar successor or supplemental agreement as between a Founder Party and a Company Affiliate, and without in any way limiting any such rights therein, Founder may, at its sole and absolute discretion, elect, by written notice to the Company, to call up to two “Pause Periods” (each a “Pause Period”) of up to six months, with respect to any Property, during which time all takedown and construction deadlines for such Property shall be extended, no closings shall occur, and no payments will be made by the Company to the contractor under the applicable construction agreement. During a Pause Period, Founder shall, as a condition to the continuation of the Pause Period, pay a Monthly Option Payment for such Property based upon a fixed Applicable Rate equal to the “Pause Rate” (as defined in the applicable Master Option Agreement or other similar successor or supplemental agreement as between a Founder Party and a Company Affiliate; or, if undefined therein, Pause Rate shall be a rate equal to one-half of the Applicable Rate). If a Pause Period is triggered by Founder under this Section 3.07, Founder shall lose its Applicable Rate Adjustment Right on all Future Property Assets submitted to the Program, until there are no longer any Founder Properties subject to a Pause Period. For the avoidance of doubt, Founder’s right to call a Pause Period, hereunder, shall be in addition to Founder’s Right to call a Pause Period under any other Program Document; provided, however, that Founder shall not be permitted to call more than two Pause Periods with respect to the same community, inclusive of exercises of its right under this Agreement or any other Program Document.

ARTICLE IV

CONVEYANCE DEFAULT AND

FOUNDER ENFORCEMENT RIGHTS

If any Company Affiliate at any time fails to convey title to any Founder Party (or any designee of a Founder Party) any Homesite where Founder (or a Founder Party) is willing to pay the takedown price pursuant to the takedown schedule and at the time set forth in the applicable takedown schedule of any purchase option, and such failure persists uncured for 10 days following notice from Founder that the Company has failed to convey the subject Homesite accordingly (such failure to convey, a “Conveyance Default”); then, to the fullest extent permitted by Applicable Law, in no way limiting those rights available to Founder Parties under the Program Documents and notwithstanding anything in the Program Documents purporting to limit the remedies or liability of the Parties or otherwise to the contrary, and without need for any court order, Founder shall have the following enforcement rights:

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Section 4.01 Specific Performance, Cognovit and Signatory Power.

(a) Injunction / Specific Performance. The Company acknowledges and agrees that (a) a Conveyance Default or threatened Conveyance Default by a Company Affiliate would give rise to irreparable harm to the Founder Parties for which monetary damages would not be an adequate remedy and (b) on the date that is 10 days from the date of any uncured Conveyance Default, in addition to any and all other rights and remedies that may be available to the Founder Parties at law, in equity or otherwise, Founder shall be entitled to equitable relief, including injunction, specific performance (including compelling the Company Affiliates to convey the subject Property at a price as agreed under the Program Documents), any successor instruments thereto or any other relevant agreements between the parties, pursuant to which the Company was obligated to convey a Homesite to Founder, and any other relief that may be available from a court of competent jurisdiction, without requirement to (i) post a bond or other security or (ii) prove actual damages or that monetary damages will not afford adequate remedy. The Company agrees that it will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting such equitable relieve, in each case, consistent with the terms of this Section 4.01.

(b) Cognovit. UPON THE OCCURRENCE OF A CONVEYANCE DEFAULT, FOUNDER MAY CONFESS JUDGEMENT AGAINST THE COMPANY AS PROVIDED HEREIN. FOR THE PURPOSES OF OBTAINING POSSESSION OF THE PROPERTY TO BE CONVEYED, THE COMPANY, FOR ITSELF AND EACH COMPANY AFFILIATE, HEREBY AUTHORIZES AND EMPOWERS THE CLERK OF ANY COURT OF RECORD IN THE CITY, COUNTY AND STATE WHEREIN THE SUBJECT PROPERTY LIES SITUATE TO ENTER JUDGEMENT BY CONFESSION AGAINST THE COMPANY OR ANY COMPANY AFFILIATE IN FAVOR OF FOUNDER FOR SPECIFIC PERFORMANCE OF THE DUTIES OF THE COMPANY OR ANY COMPANY AFFILIATE UNDER THE MASTER OPTION AGREEMENT, EXPRESSLY WAIVING SUMMONS AND OTHER PROCESS, AND DOES HEREBY CONSENT TO IMMEDIATE EXECUTION OF SUCH JUDGEMENT, EXPRESSLY WAIVING THE BENEFIT OF ALL EXEMPTION OR HOMESTEAD LAWS. THE COMPANY HEREBY APPOINTS [REDACTED], [REDACTED], [REDACTED] OR ANY ATTORNEY ACTING ON BEHALF OF FOUNDER (COLLECTIVELY “FOUNDER ATTORNEYS-IN-FACT”, EACH A “FOUNDER ATTORNEY IN FACT”) IN ANY FEDERAL COURT OR ANY STATE COURT OF RECORD IN THE UNITED STATES OF AMERICA, AS ATTORNEY-IN-FACT OF THE COMPANY OR ANY COMPANY AFFILIATE AND ALL PERSONS CLAIMING UNDER OR THROUGH ANY COMPANY AFFILIATE, TO SIGN AN AGREEMENT FOR ENTERING IN ANY COMPETENT COURT IN AMICABLE ACTION IN EJECTMENT FOR POSSESSION OF THE SUBJECT PROPERTY AND TO FOUNDER (OR ITS NOMINEE) OF POSSESSION THEREOF, FOR WHICH THIS

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AGREEMENT OR COPY, OR A COPY THEREOF VERIFIED BY AFFIDAVIT, SHALL BE SUFFICIENT WARRANT; WHEREUPON A WRIT OF POSSESSION MAY IMMEDIATELY ISSUE FOR POSSESSION OF THE SUBJECT PROPERTY, WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER AND WITHOUT ANY STAY OF EXECUTION. FOUNDER MAY BRING AN AMICABLE ACTION IN EJECTMENT AND CONFESS JUDGEMENT THEREIN EITHER BEFORE OR AFTER THE INSTITUTION OF PROCEEDINGS TO ENFORCE THIS AGREEMENT OR THE MASTER OPTION AGREEMENT OR AFTER THE ENTRY OF JUDGEMENT THEREIN OR HEREIN. THE FOREGOING AUTHORIZATION TO PURSUE PROCEEDINGS FOR OBTAINING POSSESSION OF THE SUBJECT PROPERTY AND CONFESSING JUDGEMENT THEREIN IS AN ESSENTIAL PART OF FOUNDER’S REMEDIES FOR ENFORCEMENT OF THIS AGREEMENT AND THE MASTER OPTION AGREEMENT AND SHALL SURVIVE ANY OTHER ENFORCEMENT ACTION BY FOUNDER.

(c) Signatory Power. The Company agrees to cause the operating agreement for every Company Affiliate owning any of the Properties to irrevocably appoint the Founder Attorneys-in-Fact, as “Authorized Representatives”, each of whom, acting individually, are empowered to execute any deed or other instrument necessary, appropriate or, in the reasonable judgement of such Founder Attorney-in-Fact, convenient to convey to Founder (or any Founder designee) any property subject to, or alleged by Founder to be subject to a continuing Conveyance Default beyond the 10-day cure period. The operating agreement of any such Company Affiliate shall further provide that the signature by any Founder Attorney-in-Fact on any deed or other instrument conveying a Property to a Founder designee shall be conclusive evidence of the Company’s ratification of such instrument.

Section 4.02 Abatement of Monthly Option Payment. If there is a Conveyance Default, and subject to Section 4.03 hereof, Founder may, but is not obligated to, stop payment on all Monthly Option Payments with respect to all Properties subject to any Program between Founder and the Company until the defaulting Company Affiliate conveys the subject Homesite to the applicable Founder Party (or its designee). That payment stoppage will not be a default under the Master Option Agreement, any Option or any other agreement between a Founder Party and any Company Affiliate. Except as set forth in Section 4.03, Founder shall not subsequently be required to pay any such amount.

Section 4.03 Disputed Performance Obligation. The right to compel a conveyance to Founder under Section 4.01, shall be available to the Founder Parties notwithstanding whether the Company disputes its obligation to convey any such Homesite in accordance with the underlying Program Documents. If, and only if, (x) the Company or a Company Affiliate alleges in good faith that the applicable Founder Party does not have the right to purchase the Homesites solely because the applicable Founder Party exercise of a purchase option violated specifically identified pooling cross-termination rights pursuant to a Cross-Termination Agreement (such allegation, a “Pooling Violation Allegation”) and (y) the Company notifies Founder of such dispute arising and specifically identifies the Cross-Termination Agreement at issue, prior to the end of the applicable 10-day cure period described in Section 4.01(a) (a “Dispute”), then:

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(a) Notwithstanding Founder’s right to abate monthly option payments pursuant to Section 4.02, Founder shall continue to make timely payment of all Monthly Option Payment obligations under any Program between Founder and the Company;

(b) the Company shall, upon written request from Founder, at Founder’s sole and absolute discretion, discontinue payment of management fees to the Manager for the Dispute Period; provided, however that if any Dispute is resolved by final unappealable judgement in favor of the Company, Founder shall, on behalf of the Company, pay to Manager any such withheld payment;

(c) if a Dispute is resolved by settlement or an unappealable judgement by a court of competent jurisdiction in favor of Founder, then, in lieu of any other remedies available to Founder at law or in equity, the Company shall remit to Founder, as liquidated damages, an amount equal to three times all such Monthly Option Payments received during the Dispute Period;

(d) if a Dispute is resolved by settlement or an unappealable judgement by a court of competent jurisdiction in favor of the Company, then, in lieu of any other remedies available to the Company at law or in equity, Founder shall remit to the Company, as liquidated damages, an amount equal to three times all Monthly Option Payments that were received during the Dispute Period; and

(e) During the Dispute Period, the construction of any homes performed by any Founder Party pursuant to a Fee Building Request (as defined in the Master Program Agreement or its functional equivalent in any similar successor or supplemental agreement by and between a Founder Party and a Company Affiliate) by a Company Affiliate shall be paused.

The Enforcement Rights set forth in this Article IV shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Founder may determine in its sole and absolute discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Founder permitted by law, at equity, by contract or as set forth in this Agreement or in the other Program Documents.

ARTICLE V

DEFAULT & REMEDIES

Section 5.01 Founder’s Rights Default. Except as provided in Article IV, hereof, and subject to the cure period set forth in Article IV, hereof, or any shorter cure period provided in this or any Program Document, and without any limitation of the rights afforded any Founder Party under the foregoing, the Company shall have 30 days from receipt of notice of any failure by the Company or any Company Affiliate in its obligations and covenants under this Agreement or other violations of a Founder’s Right (any such failure or violation, a “Founder’s Rights Default”) to cure such default. If any Founder’s Rights Default continues uncured beyond such 30 day period, in addition to those equitable remedies set forth in Article IV and Section 5.02, hereof, Founder shall have the concurrent and cumulative right to pursue any remedies that may be available to it at law, in equity or in contract, and all such remedies may be pursued independently, singly, successively, together or otherwise, at such time and in such order a Founder may determine in its sole and absolute discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Founder permitted by law, at equity, by contract or as set forth in this Agreement or in the other Program Documents.

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Section 5.02 Further Equitable Remedies. The Company acknowledges and agrees that (a) a Founder’s Rights Default or threatened Founder’s Rights Default by the Company would give rise to irreparable harm to Founder for which monetary damages would not be an adequate remedy and (b) on the date that is 30 days from the date in which the Company received notice of a Founder’s Rights Default (subject, for the avoidance of doubt, the terms of Article IV, hereof), if such Founder’s Rights Default continues uncured, in addition to any and all other rights and remedies that may be available to Founder at law, in equity or otherwise, Founder shall be entitled for equitable relief (including injunction, specific performance at the agreed-upon price and pursuant to the such terms as agreed under the relevant agreements between the Parties), and any other relief that may be available from a court of competent jurisdiction, without requirement to (i) post a bond or other security or (ii) prove actual damages or that monetary damages will not afford adequate remedy. The Company agrees that it will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting such equitable relieve, in each case, consistent with the terms of this Section 5.02.

ARTICLE VI

MISCELLANEOUS

Section 6.01 Survival. It is agreed that all of the terms, conditions, provisions, obligations and covenants contained in this Agreement shall survive the expiration or termination of the Program and any Program Documents.

Section 6.02 Amendment; No Waiver. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally or in writing, except that any term of this Agreement may be amended by a writing signed by the parties, and the observance of any such term may be waived (either generally or in a particular instance and either retroactively or prospectively) by a writing signed by the party against whom such waiver is to be asserted. Neither any failure nor any delay on the part of Founder in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, (including, without limitation, the Founder’s Rights) under this Agreement or any other Program Document, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege.

Section 6.03 Incorporation of Recitals. The recitals set forth first above are true and correct and are hereby incorporated herein as if set forth again in their entirety.

Section 6.04 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to conflict of laws principles.

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Section 6.05 Notices. No notice, consent or other communication provided for herein or given in connection herewith shall be validly given, made, delivered or served unless it is in writing and delivered personally, sent by reputable overnight courier (such as Fed Ex or UPS) or sent by e-mail transmission (with confirmation of successful transmission), to:

or to such other addresses as any party hereto may from time to time designate in writing and deliver in a like manner to the other party. Notices, consents, approvals and communications shall be deemed given and received upon delivery to the respective addresses set forth above, if delivered personally or sent by overnight courier, or upon successful e-mail transmission to the addresses set forth above. The inability to deliver because of a changed address of which no notice was given, or any rejection or other refusal to accept any notice, shall be deemed to be the receipt of the notice as of the date of such inability to deliver or rejection or refusal to accept. Any notice to be given by any party hereto may be given by legal counsel for such party.

Section 6.06 Interpretation. If any date upon which action is required under this Agreement shall be a Saturday, Sunday or legal holiday, the date of such action shall be extended to the first regular business day after such date which is not a Saturday, Sunday or legal holiday. Consequently, the Company and Founder expressly waive and disclaim, in connection with the interpretation of this Agreement, any rule of law requiring that ambiguous or conflicting terms be construed against the party whose attorney prepared this Agreement or any earlier draft of this Agreement.

Section 6.07 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the subject matter contained herein and is intended to be an integration of all prior agreements, conditions or undertakings between the parties hereto with respect to the subject matter. Except as expressly set forth herein or as contained in contemporaneous written agreements, there are no promises, agreements, conditions, undertakings warranties or representations, oral or written, expressed or implied, between the Company and Founder regarding the subject matter hereof except as expressly set forth herein.

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Section 6.08 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties agree that they may reflect and confirm their agreement to be bound hereby, and their execution and delivery of this Agreement, by transmitting a signed copy hereof, by facsimile or by emailing a Portable Document Format (PDF) file, to the other party hereto or to an escrow agent. Any of the Parties are authorized to remove the signature pages from duplicate identical counterpart versions of this Agreement and to attach such pages to a single version of this Agreement.

Section 6.09 Confidentiality. The terms and provisions of this Agreement, including all financial terms, shall remain confidential and shall not be disclosed by either party hereto without the written consent of the other except (a) to such party’s directors, officers, partners, members, managers, employees, legal counsel, accountants, financial advisors and similar professionals and consultants to the extent such party deems it necessary or appropriate in connection with the transaction contemplated hereunder (and such party shall inform each of the foregoing parties of such party’s obligations under this Section 6.09 and shall secure the agreement of such parties to be bound by the terms hereof); or (b) as otherwise required by law or regulation. The restrictions in this Section 6.09 shall survive any termination of this Agreement.

Section 6.10 Submission to Jurisdiction.

(a) The Parties agree that, except as provided in the last sentence of this Section 6.10(a), the Federal Courts of the United States sitting in the Southern District of the State of Florida and the courts of the State of Florida sitting in Miami-Dade County (and any court to which an appeal therefrom may be taken) (“Courts”), for purposes of all legal proceedings arising out of or relating to this Agreement, shall have exclusive jurisdiction of all legal actions arising out of this Agreement. By executing this Agreement, the Parties submit to the jurisdiction of the Courts and agree that the venue for any action arising out of or related to this Agreement shall be in Miami-Dade County, Florida. Any Party may file a complaint with any of the Courts, and in no other court. Notwithstanding the foregoing the Parties acknowledge and agree that any action relating to Founder’s seeking of a specific performance of the conveyance of Homesites to a Founder Party or other similar action relating to the creation, perfection or transfer of interests in real, personal or intangible property may be brought in any State or Federal court having jurisdiction over the subject Property.

(b) Nothing set forth herein shall preclude a party from seeking any ancillary judicial remedies (including filing a lis pendens or seeking specific performance if and when permitted by the express terms of this Agreement) from a court of competent jurisdiction without a jury.

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(c) To the maximum extent permitted by applicable law, each Party hereby voluntarily, knowingly, irrevocably and unconditionally waives any right to have a jury participate in resolving any dispute (whether based upon contract, tort or otherwise) between Founder or any Founder Party and any Company Affiliate arising out of or in any way related to this agreement or any relationship between Founder or any Founder Party and any Company Affiliate.

Section 6.11 Severability. If any term, covenant or condition of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable, then the remainder of this Agreement or the application of each term or provisions to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby, and each term shall be valid and enforceable to the fullest extent permitted by law.

Section 6.12 Captions. The captions of this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision hereof.

Section 6.13 Successors/Assigns. Neither the Company nor Founder shall be permitted to assign, transfer, pledge or otherwise convey this Agreement or any of its respective rights, obligations or duties hereunder, without the prior written consent of the other party, which consent shall not be unreasonably withheld. All of the covenants, conditions and obligations contained in this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Company and Founder; provided, however, that the covenants, conditions and obligations contained in Section 3.03 shall also inure to the benefit of all Company shareholders.

[Signature pages follow.]

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IN WITNESS WHEREOF the parties hereto have entered into this Agreement as of the date first set forth above.

EXHIBIT 10.3

REGISTRATION RIGHTS AGREEMENT

BETWEEN

LENNAR CORPORATION

AND

MILLROSE PROPERTIES, INC.

DATED

FEBRUARY 7, 2025

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement, dated February 7, 2025 (this “Agreement”), is between Lennar Corporation, a Delaware corporation (“Parent”), and Millrose Properties, Inc., a Maryland corporation (“SpinCo”).

WHEREAS, in connection with the contribution of land assets by Parent to SpinCo, Parent will be distributing in a partial, taxable spin-off approximately 80% of the outstanding shares of SpinCo Common Stock (as defined below), to holders of Lennar Class A Common Stock and Lennar Class B Common Stock, on a pro rata basis and subject to any elections to receive SpinCo Class B Common Stock (as such terms are defined below) (the “Distribution”);

WHEREAS, in connection with the Distribution, SpinCo will register shares of SpinCo Common Stock under the Securities Act (as defined below) on a registration statement on Form S-11;

WHEREAS, following the Distribution, Parent will effect dispositions of any shares of SpinCo Common Stock that are not distributed in the Distribution (such shares not distributed in the Distribution, the “Retained Shares”) through a subsequent spin-off, split-off, public offering, private sale or any combination of these potential transactions, including pursuant to one or more transactions Registered under the Securities Act (as such terms are defined below); and

WHEREAS, SpinCo desires to grant to Parent the Registration Rights (as defined below) for the Registrable Securities (as defined below), subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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ARTICLE I

DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” means, when used with respect to a specified Person, another Person that controls, is controlled by, or is under common control with the Person specified; provided, however, that, for purposes of this Agreement, SpinCo and its Subsidiaries shall not be considered to be “Affiliates” of Parent and its Subsidiaries (other than SpinCo and its Subsidiaries), and Parent and its Subsidiaries (other than SpinCo and its Subsidiaries) shall not be considered to be “Affiliates” of SpinCo or its Subsidiaries. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or other interests, by contract or otherwise.

“Block Trade” means an Underwritten Offering not involving any “road show” which is commonly known as a “block trade.”

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in New York, New York.

“Debt” means any indebtedness of any member of the Parent Group, including debt securities, notes, credit facilities, credit agreements and other debt instruments, including, in each case, any amounts due thereunder.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“Exchange Offer” means an exchange offer of Registrable Securities for outstanding securities of Parent.

“Exchanges” means one or more Public Exchanges or Private Exchanges.

“Governmental Authority” means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, a government and any executive official thereof.

“Kennedy Lewis” means Kennedy Lewis Land and Residential Advisors LLC, a Delaware limited liability company.

“Lennar Class A Stock” means the Class A common stock, par value $0.10 per share, of Parent.

“Lennar Class B Stock” means the Class B common stock, par value $0.10 per share, of Parent.

“Lennar Common Stock” means, collectively, the Lennar Class A Stock and Lennar Class B Stock.

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“Management Agreement” means the Management Agreement, dated February 7, 2025, by and between SpinCo and Kennedy Lewis.

“Parent” has the meaning set forth in the preamble to this Agreement and shall include its successors, by merger, acquisition, reorganization or otherwise.

“Parent Group” means Parent and each Person that is a direct or indirect Subsidiary of Parent as of immediately following the Distribution, and each Person that becomes a Subsidiary of Parent after the Distribution (in each case other than any member of the SpinCo Group).

“Participating Banks” means such investment banks or other Persons that are not part of the Parent Group that engage, directly or indirectly, in any Exchange with one or more members of the Parent Group.

“Permitted Transferee” means any Transferee and any Subsequent Transferee.

“Person” means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.

“Private Exchange” means a private exchange pursuant to which one or more members of the Parent Group shall Sell some or all of their Registrable Securities to one or more Participating Banks in exchange, directly or indirectly, for any equity interest of Parent or the satisfaction of Debt, in a transaction or series of transactions not required to be registered under the Securities Act.

“Prospectus” means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post- effective amendments, and all other material incorporated by reference in such prospectus.

“Public Exchange” means a public exchange pursuant to which one or more members of the Parent Group shall Sell some or all of their Registrable Securities to one or more Participating Banks in exchange, directly or indirectly, for any equity interest of Parent or the satisfaction of Debt, in a transaction or series of transactions registered under the Securities Act.

“Registrable Securities” means any Retained Shares and any securities issued or issuable directly or indirectly with respect to, in exchange for, upon the conversion of or in replacement of the Retained Shares, whether by way of a dividend or distribution or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, exchange or other reorganization. The term “Registrable Securities” excludes any security (i) the offering and Sale of which has been effectively Registered under the Securities Act and which has been Sold in accordance with a Registration Statement, or (ii) that has been Sold pursuant to Rule 144 (or any successor provision) under the Securities Act.

“Registration” means a registration with the SEC of the offer and Sale of any SpinCo Common Stock under a Registration Statement. The terms “Register,” “Registered” and “Registering” shall have a correlative meaning.

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“Registration Expenses” means all reasonable and documented expenses incident to the performance of or compliance with this Agreement in the case of any Registration of Retained Shares, including all (i) registration, qualification and filing fees; (ii) expenses incurred in connection with the preparation, printing and filing under the Securities Act of the Registration Statement, any Prospectus and any issuer free writing prospectus and the distribution thereof; (iii) the reasonable fees and expenses of SpinCo’s counsel and independent accountants (including the expenses of any comfort letters or costs associated with the delivery by SpinCo Group members’ independent certified public accountants of comfort letters customarily requested by underwriters); (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel); (v) the costs and charges of any transfer agent and any registrar; (vi) all expenses and application fees incurred in connection with any filing with, and clearance of an offering by, the Financial Industry Regulatory Authority, Inc. (“FINRA”); (vii) printing expenses, messenger, telephone and delivery expenses; and (viii) fees and expenses of listing any Registrable Securities on any securities exchange on which shares of SpinCo Common Stock are then listed; and (ix) the reasonable fees and expenses of legal counsel of Parent; but excluding any internal expenses of SpinCo and Kennedy Lewis, as manager under the Management Agreement (including all salaries and expenses of employees of SpinCo and Kennedy Lewis, as manager under the Management Agreement, performing legal or accounting duties).

“Registration Rights” means the rights of Parent to cause SpinCo to Register Registrable Securities pursuant to this Agreement.

“Registration Statement” means any registration statement of SpinCo filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including post- effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

“Sale” means the direct or indirect transfer, sale, assignment, distribution or other disposition of a security. The terms “Sell” and “Sold” have correlative meanings.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“Shares” means all shares of SpinCo Common Stock that are beneficially owned by Parent or any Permitted Transferee from time to time, whether or not held immediately following the Distribution.

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“Shelf Registration” means a Registration Statement of SpinCo for an offering to be made on a delayed or continuous basis of SpinCo Common Stock pursuant to Rule 415 under the Securities Act (or similar provisions then in effect).

“SpinCo” has the meaning set forth in the preamble to this Agreement and shall include its successors, by merger, acquisition, reorganization or otherwise.

“SpinCo Class A Stock” means the Class A Common Stock, par value $0.01 per share, of SpinCo.

“SpinCo Class B Stock” means the Class B Common Stock, par value $0.01 per share, of SpinCo.

“SpinCo Common Stock” means, collectively, the SpinCo Class A Stock and SpinCo Class B Stock.

“SpinCo Group” means SpinCo and each Person that is a direct or indirect Subsidiary of SpinCo as of immediately following the Distribution, and each Person that becomes a Subsidiary of SpinCo after the Distribution (in each case other than any member of the Parent Group).

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities, (ii) the total combined equity interests or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

“Underwritten Offering” means a Registration in which securities of SpinCo are Sold to an underwriter or underwriters on a firm commitment basis for reoffering to the public.

1.2 Other Defined Terms. The below terms have the definitions set forth in the sections of this Agreement indicated below.

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Exhibit 10.4

SUBLICENSE AGREEMENT

This SUBLICENSE AGREEMENT (this “Agreement”) is made and entered into as of February 7, 2025 (the “Effective Date”), by and between Lennar-Millrose HOPP’R, LLC, a Delaware limited liability company (“Sublicensor”), and Millrose Properties Holdings, LLC, a Delaware limited liability company (“Millrose” or “Sublicensee”). Sublicensor and Sublicensee are referred to in this Agreement individually as a “Party” and together as the “Parties.”

RECITALS

WHEREAS, Lennar Corporation (“Lennar”) distributed all of the outstanding shares of common stock of Millrose Properties, Inc. to Lennar’s Class A and Class B stockholders in a taxable spin-off, which caused Millrose Properties, Inc. to be an independent, publicly traded company that will engage, through its subsidiaries, in land purchases, horizontal development, and homesite option purchase agreements for Lennar, certain entities with which Lennar has a business relationship or in which Lennar has an ownership interest, and, potentially, other home builders and developers;

WHEREAS, pursuant to the License Agreement by and between Sublicensor and Lennar HOPP’R, LLC (“Licensor”), dated as of the date hereof (the “License Agreement”), Sublicensor has the right to use the HOPP’R (as defined in Section 1.1) and related intellectual property and trademark rights exclusively for the benefit of Millrose;

WHEREAS, the HOPP’R is useful to the operation and management of Millrose and its Affiliates;

WHEREAS, under the License Agreement, Sublicensor has the right to sublicense its rights to use the HOPP’R to Sublicensee; and

WHEREAS, Sublicensor wishes to grant to Sublicensee, and Sublicensee wishes to receive from Sublicensor, the right to use the HOPP’R for Sublicensee’s internal business purposes, subject to the terms and conditions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises recited in this Agreement as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

DEFINITIONS; INTERPRETATION

Section 1.1 Certain Definitions. As used in this Agreement, the following terms have the following meanings:

“Affiliate” means, with respect to a Party, any Person directly or indirectly controlling, controlled by, or under common control with that Party; where “control” means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of that Person.

“Agreement” has the meaning set forth in the preamble.

“Business Day” means any day that is not a Saturday, a Sunday, or any other day on which banks are required or authorized by Law to be closed in New York, NY.

“Confidential Information” means, with respect to a Party, all technical or business information (and documentation) of that Party and its Affiliates and its and their clients, customers, suppliers (including contractors), and other third parties doing business with that Party or its Affiliates, whether disclosed to, accessed by, or otherwise learned by the other Party, including: (a) the terms and conditions of this Agreement; (b) all information marked as confidential (or with words of similar meaning); (c) all information that by its substance is reasonably implied to be confidential; (d) anything developed by reference to the information described in this definition; (e) “inside information,” including material, nonpublic, price-sensitive corporate or market information relating to that Party and its Affiliates and its and their clients, customers, suppliers (including contractors), and other third parties doing business with that Party, that is acquired in connection with this Agreement; and (f) all Know-How and other confidential Intellectual Property or similar proprietary rights related to or embodied in Licensed IP.

“Copyrights” means all published and unpublished works of authorship (including software); copyrights in and to those works, including development documentation, drawings, specifications, and data; registrations and applications for all of the above, including all renewals, extensions, restorations, and reversions thereof; and any applicable copies, adaptations, translations, updates, improvements, or modifications to, or derivative works of, any of the above.

“Effective Date” has the meaning set forth in the preamble.

“Governmental Authority” means any United States or non-United States federal, national, supranational, state, provincial, local, or similar government, governmental, regulatory or administrative authority, branch, agency, or commission or any court, tribunal, or arbitral or judicial body (including any grand jury).

“HOPP’R” means that certain Homesite Option Purchase Platform, which consists of a comprehensive suite of systems and procedures developed by Lennar to operate and manage the large-scale transition to being a land-light home building manufacturer, and all Intellectual Property rights in that suite of systems and procedures.

“HOPP’R Mark” means the HOPP’R name and all related rights in Marks as Licensor owns or comes to own while this Agreement remains in effect.

“Improvements” means improvements, enhancements, or modifications to, or derivative works of, the Intellectual Property.

“Indemnified Party” has the meaning set forth in Section 7.1.

“Intellectual Property” means all Copyrights, Patents, and Know-How, but expressly excluding any Marks.

“Know-How” means know-how, trade secrets, concepts, specifications, technical information, engineering information, manufacturing information, designs, schematics, drawings, prototypes, data, protocols, processes, procedures, models, methods, techniques, or other proprietary information, whether tangible or intangible and whether stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing, in each case whether in tangible or intangible form, and any applicable copies, adaptations, translations, updates, improvements or modifications of any of the above, in each case that derive actual or potential independent economic value from not being generally known to, or readily ascertainable through proper means by, other Persons, but excluding any Copyrights or Patents that cover or protect any of the above.

“Law” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree, or order of any Governmental Authority.

“License Agreement” has the meaning set forth in the Recitals.

“Licensed IP” means the HOPP’R and the HOPP’R Mark.

“Licensor” has the meaning set forth in the Recitals.

“Loss” or “Losses” means any and all losses, damages, payments, liabilities, deficiencies, claims, awards, assessments, judgments, penalties, fines, interest, costs, and expenses (including attorneys’ fees, costs, and other out-of-pocket expenses incurred in investigating, preparing or defending the above).

“Marks” means trademarks, service marks, logos, trade names, trade dress, internet domain names, accounts or “handles” with social media platforms, such as Facebook, LinkedIn, or Twitter/X, or other indicia of origin, and all registrations or applications for registration of the foregoing (including intent-to-use applications or other similar reservations of marks), including the goodwill associated with or symbolized by, and common law rights in, any or all of the foregoing.

“Millrose” has the meaning set forth in the preamble.

“Party” and “Parties” have the meanings set forth in the preamble.

“Patents” means (a) all patents and patent applications; (b) all patents and patent applications that claim priority to any patent or patent applications described in clause (a) of this definition; (c) all continuations, divisionals, continuations-in-part, reissues, renewals, reexaminations, provisionals, substitutions, extensions, foreign counterparts, or equivalents of any patent or patent application described in clause (a) or (b) of this definition; and (d) all patents issuing from any patent application described the preceding clauses.

“Person” means any natural person, sole proprietorship, partnership, joint venture, trust, association, corporation, limited liability company, Governmental Authority, custodian, nominee, or other individual or entity, in its own or any representative capacity, in each case, whether domestic or foreign.

“Sublicensee” has the meaning set forth in the preamble.

“Sublicensor” has the meaning set forth in the preamble.

Section 1.2 Interpretation. The words “hereof,” “herein,” and “hereunder,” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. Terms used in this Agreement and defined in the singular have correlative meanings when used in the plural, and vice versa. The headings used in this Agreement are for convenience of reference only, do not constitute part of this Agreement, and shall not be deemed to limit or otherwise affect any of the provisions of this Agreement. Where a reference in this Agreement is made to an Article or Section such reference shall be to an Article or Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes,” “including,” “e.g.,” or “such as” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The term “or” when used in this Agreement is not exclusive. The word “will” when used in this Agreement is to be construed to have the same meaning and effect as the word “shall.”

ARTICLE II

GRANT OF SUBLICENSE

Section 2.1 Grant of Sublicense. Subject to the terms and conditions set forth in this Agreement, Sublicensor hereby grants to Sublicensee and its Affiliates, and Sublicensee hereby accepts, on behalf of itself and its Affiliates, a non-exclusive, worldwide, non-sublicensable (except from time to time to the Person responsible for the management and operation of Millrose) or any of its Affiliates, non-transferable, fully paid-up, royalty-free, perpetual sublicense to use the Licensed IP solely for Sublicensee’s and its Affiliates’ internal business purposes. Except as otherwise expressly approved in writing by Sublicensor, the sublicense described in the preceding sentence is personal to Sublicensee and may only be further sublicensed to such Person as is responsible for the management and operation of Millrose or any of its Affiliates from time to time, and such further sublicense shall be limited solely to use by such manager or operator for the benefit of Millrose and solely for such time as such Person is acting as the manager or operator of Millrose or any of its Affiliates.

Section 2.2 Improvements. As between the Parties and their Affiliates, all title and ownership rights, including all Intellectual Property rights, throughout the world in any Improvements to the Licensed IP first conceived and reduced to practice by Sublicensee or any of its Affiliates under this Agreement shall vest in Sublicensor, which Improvements Sublicensor will hold for the sole benefit of Licensor. Sublicensee hereby irrevocably assigns, transfers, and conveys, on behalf of itself and its Affiliates to Sublicensor all of its right, title, and interest in and to the Improvements, which Sublicensor will further assign, transfer, and convey to Licensor. All Improvements referred to in the preceding sentences shall be deemed to be part of the Licensed IP and included in the rights and license granted in Section 2.1.

Section 2.3 Reservation of Rights. All right, title, and interest in and to the Licensed IP shall remain the exclusive property of Licensor. Except for the rights expressly granted in this Article II, no licenses or sublicenses are granted by Sublicensor to Sublicensee or its Affiliates under this Agreement, directly or indirectly, either expressly or by implication, by estoppel, or otherwise. Any and all rights not expressly granted to Sublicensee or its Affiliates in

this Agreement are reserved by Sublicensor. Sublicensee agrees that all goodwill and improved reputation in respect of, associated with, or generated by Sublicensee’s or any of its Affiliates’ use of the HOPP’R Mark shall inure to the sole benefit of Sublicensor, on behalf of Licensor, and this Agreement does not confer on Sublicensee or any of its Affiliates any goodwill or ownership interest in the HOPP’R Mark. Except as expressly set forth in this Agreement, in no event will this Agreement be deemed to grant a Party any right or license, express or implied, with respect to the Marks of the other Party, and except as otherwise expressly set forth in this Agreement, neither Party (nor any Affiliate of such Party) shall have any rights or licenses under this Agreement, express or implied, with respect to any other Intellectual Property owned, licensed, or sublicensed by the other Party or any of that other Party’s Affiliates.

Section 2.4 Limitations on Scope of Marks License. Notwithstanding any other provision of this Agreement, the HOPP’R Mark (a) must be used in the manner, including with respect to style, typeface, and graphic appearance, as may be directed by Sublicensor from time to time and (b) may not be combined, mixed, comingled, or otherwise joined with any other Marks or with any prefix or suffix or any modifying word or term. Sublicensee is permitted to use the HOPP’R Mark solely in a manner that is in conformity with (i) Licensor’s generally applicable policies regarding quality control and use of the HOPP’R Mark (as conveyed to Sublicensee by Sublicensor from time to time) and (ii) the quality control provisions set forth in Article V. Use of the HOPP’R Mark in any advertising or other publicity channels shall require Sublicensor’s prior review and written approval, which Sublicensor may grant or withhold in its sole discretion in consultation with Licensor.

ARTICLE III

TERM AND TERMINATION

Section 3.1 Term. This Agreement shall commence on the Effective Date and shall continue in perpetuity unless earlier terminated by written agreement of the Parties or by Sublicensor pursuant to Section 3.2.

Section 3.2 Termination. Sublicensor may immediately terminate this Agreement, or the sublicense granted in this Agreement, upon written notice to Sublicensee:

(a) if Sublicensee fails in any material respect to comply with or breaches in any material respect the terms and conditions of this Agreement and Sublicensor gives written notice to Sublicensee specifying that failure or breach; provided that (i) Sublicensee shall have sixty (60) days after the date of receipt of that notice to cure the breach, (ii) if the failure or breach is not cured by the end of the sixty (60) day period, or if the breach is not able to be cured, Sublicensor may terminate this Agreement immediately by written notice to Sublicensee given at any time after the end of the sixty (60) day period, (iii) Sublicensor is not required to provide to Sublicensee more than one opportunity to cure a given breach of this Agreement, and (iv) if, after a given breach of this Agreement by Sublicensee has been cured, Sublicensee again breaches this Agreement in the same or a substantially similar manner, then Sublicensor may terminate this Agreement immediately by written notice to Sublicensee, and Sublicensee shall have no opportunity to cure that repeated breach;

(b) if Sublicensee makes a general assignment for the benefit of creditors or becomes insolvent, or a receiver is appointed for, or a court approves reorganization or arrangement proceedings on, Sublicensee; or

(c) if all or a material part of Sublicensee’s assets are condemned, expropriated, or otherwise taken over by a Governmental Authority or are repossessed, foreclosed upon, or otherwise seized by any Sublicensee creditor.

Sublicensor’s right to terminate this Agreement pursuant to this Section 3.2 shall be without prejudice to the enforcement of any other rights or remedies that Sublicensor may have under this Agreement, at law or in equity.

Section 3.3 Effect of Termination of License.

(a) Upon the termination of this Agreement for any reason: (a) Sublicensee’s and its Affiliates’ sublicense to use the Licensed IP shall immediately and automatically terminate; (b) Sublicensee shall immediately stop and shall cause its Affiliates to stop, using the Licensed IP and promptly, upon becoming aware of any materials, stationery, or other documents (whether in written, electronic, optical, or other form) in the possession or control of Sublicensee that contain the HOPP’R Mark, remove the HOPP’R Mark from those materials, stationery, or documents or destroy those materials, stationery, or documents (provided that the Sublicensee and its Affiliates shall be permitted to keep a copy of those materials, stationery, or documents for archival purposes only, without an obligation to remove HOPP’R Mark from those materials, stationery or documents); and (c) all rights in the Licensed IP granted to Sublicensee and its Affiliates, including any associated goodwill, under this Agreement, shall automatically revert to Sublicensor, for the benefit of Licensor.

(b) Upon the termination of this Agreement, Sublicensee shall not, and shall cause its Affiliates to not, use any Mark that is confusingly similar to or dilutive of the HOPP’R Mark, or any variation, derivation, or colorable imitation of the HOPP’R Mark.

Section 3.4 Survival. Notwithstanding any provisions of this Article stating otherwise, Article I, Section 2.3, Section 2.4, this Section 3.4, Article IV, Article VI, Article VII, Article VIII, and Article IX shall survive the termination of this Agreement.

ARTICLE IV

CONFIDENTIALITY

Section 4.1 Generally. The Parties acknowledge that, in connection with this Agreement, each Party may obtain access to Confidential Information of the other Party. Each Party shall, and shall ensure that its Affiliates shall: (a) not use Confidential Information of the other Party except as contemplated in this Agreement; (b) not use or cause to be used Confidential Information of the other Party for its own account or for the benefit of any third party; (c) not directly or indirectly disclose, reveal, divulge, or communicate Confidential Information of the other Party other than to the authorized officers and employees of the other Party and its Affiliates who must be directly involved with the Confidential Information for the purposes of this Agreement and who are bound by confidentiality terms at least as restrictive as those in this Agreement; (d) not reverse engineer, de-compile, or disassemble any Confidential Information of the other Party; (e) use the same degree of care as for its own information of like

importance, but at least use reasonable care, in safeguarding against disclosure of the Confidential Information of the other Party; and (f) promptly notify the other Party upon discovery of any unauthorized use or disclosure of the Confidential Information of the other Party and take reasonable steps to regain possession of that Confidential Information and prevent further unauthorized actions or other breach of this Agreement. Each Party may disclose Confidential Information of the other Party pursuant to any order or requirement of a court, administrative agency, or other Governmental Authority; provided that the Party making that disclosure shall give reasonable and, if practicable, advance notice to the other Party of that order or requirement in order to give the other Party a reasonable opportunity to enjoin that disclosure, to limit the scope of that disclosure, or to seek other protective orders.

Section 4.2 Exclusions. Notwithstanding anything to the contrary contained in this Agreement, the restrictions and obligations set forth in Section 4.1 shall not apply to any information that (a) is or becomes generally known to the public or in the applicable industry, other than as a result of a breach of this Agreement, (b) is known to the receiving Party at the time of disclosure without violation of any confidentiality restriction and without any restriction on the receiving Party’s further use or disclosure (except for Confidential Information that was known by the receiving Party prior to the Effective Date) or (c) is independently developed by the receiving Party without reference to the Confidential Information disclosed by the disclosing Party.

Section 4.3 Publicity. Except as agreed between the Parties, neither Party shall make any press release or other public statement or disclosure (including communications to employees, customers, or suppliers) regarding this Agreement without giving the other Party reasonable prior notice and the opportunity to review and comment upon that release, statement, or disclosure, unless and only to the extent that disclosure is required under applicable Law.

ARTICLE V

QUALITY CONTROL

Section 5.1 Exercise of Quality Control.

(a) Sublicensee acknowledges the importance of Sublicensor’s exercise of quality control over the use of the HOPP’R Mark, on behalf of Licensor, in order to preserve the continued integrity and validity of the HOPP’R Mark and to protect the value and goodwill associated with the HOPP’R Mark, and that, as between the Parties, Sublicensor has the sole right to exercise such control.

(b) Sublicensee hereby agrees and covenants that Sublicensee’s and its Affiliates’ use of the HOPP’R Mark shall be in accordance with any guidelines (including brand guidelines), standards, and requirements of quality reasonably prescribed by Licensor, as may be provided to Sublicensee from time to time during the Term.

(c) Sublicensee shall not, and shall cause its Affiliates not to, use the HOPP’R Mark in any manner that is reasonably likely to or does tarnish, dilute, disparage, or reflect negatively on Licensor, Sublicensor, any of their Affiliates, or the HOPP’R Mark.

Section 5.2 Notices. Sublicensee shall, and shall its Affiliates not to, include trademark and other notices in connection with the use of the HOPP’R Mark as reasonably required by Sublicensor from time to time.

Section 5.3 Audit. Upon request from Sublicensor, Sublicensee shall deliver to Sublicensor (or to Licensor or a designated Affiliate) representative samples of all ways in which Sublicensee or its Affiliates used or uses the HOPP’R Mark. Sublicensor shall also have the right, on reasonable prior notice to Sublicensee, periodically to inspect and evaluate the manner in which Sublicensee or any of its Affiliates uses the HOPP’R Mark, including the rights to (a) periodically evaluate the quality of the services offered by Sublicensee or its Affiliates using the HOPP’R Mark, (b) periodically request samples of materials on which Sublicensee or its Affiliates uses the HOPP’R Mark, and (c) review or audit any document, information, or matter relating to the HOPP’R Mark or this Agreement, through Sublicensor’s or Licensor’s own staff or through contractors, agents, auditors, or advisers. Sublicensee shall provide Sublicensor or Licensor and their respective employees, contractors, agents, auditors, and advisers with such information, assistance and access to Sublicensee’s premises, employees, and documentation as is reasonable in order that they may fully and promptly carry out each audit. These evaluations are meant to ensure that Sublicensee or its Affiliates are using the HOPP’R Mark in a manner designed to maintain or enhance the reputation and integrity of the HOPP’R Mark and the goodwill associated with it, and Sublicensor reserves, and reserves on behalf of Licensor, all rights of approval necessary to achieve this result.

Section 5.4 Compliance with Quality Control Provisions. If Sublicensor determines, in its or in Licensor’s discretion, that Sublicensee’s or its Affiliates use of the HOPP’R Mark does not comply with the applicable quality or usage standards of this Agreement, Sublicensor immediately may, in addition to its other rights and remedies under this Agreement, require Sublicensee or its Affiliates to take all reasonable steps to remedy any such deficiencies promptly after Sublicensee’s receipt of written notice of those deficiencies or to cease those non-complying uses.

ARTICLE VI

MAINTENANCE AND ENFORCEMENT

Section 6.1 Ownership.

(a) The Parties hereby acknowledge and agree that, as between Licensor, the Parties, and their respective Affiliates, Licensor is and shall be the sole and exclusive owner of all right, title, and interest in and to the Licensed IP. Sublicensee agrees not to represent to any third party that Sublicensee or any of its Affiliates has any ownership interest in the Licensed IP.

(b) Sublicensee covenants and agrees that it shall not, and shall cause its Affiliates not to, do anything inconsistent with Licensor’s ownership of the HOPP’R Mark and shall not claim adversely to Licensor or Sublicensor or assist any third party in attempting to claim adversely to Licensor or Sublicensor, with regard to that ownership. Sublicensee covenants and agrees that it will not, and will cause its Affiliates not to, challenge, in any country or jurisdiction, Licensor’s or any of its Affiliates’ title to or ownership of the HOPP’R Mark or any rights in the HOPP’R Mark, challenge any issuances or application of any HOPP’R Mark, or challenge the validity of the HOPP’R Mark.

Section 6.2 Prosecution and Maintenance. Licensor shall have the sole right (but not the obligation) to prosecute and maintain any rights in and to the Licensed IP with respect to third parties. Sublicensee shall reasonably assist and cooperate with Sublicensor and Licensor at Sublicensor’s expense in (a) the provision of any requested documentation necessary for the prosecution or maintenance of the Licensed IP and (b) the execution and delivery of any documents for the prosecution or maintenance of the Licensed IP.

Section 6.3 Enforcement. Sublicensee shall promptly notify Sublicensor of any infringement or misappropriation of the Licensed IP that comes to Sublicensee’s attention. Licensor shall have the sole right (but not the obligation) to bring and control any claim related to the infringement, misappropriation, or other violation of any rights in and to the Licensed IP by a third party and shall retain one hundred percent (100%) of all damages, recoveries, and other amounts awarded or obtained in connection with any such claim prosecuted by Licensor. Sublicensee shall reasonably assist and cooperate with Licensor and Sublicensor in connection with its prosecution of a claim pursuant to this Section 6.3, at the expense of the Sublicensor, including the provision or execution of any requested documentation.

Section 6.4 No Challenge. Sublicensee agrees that it shall not, and shall cause its Affiliates not to, take any actions inconsistent with Licensor’s ownership of the Licensed IP and shall not claim adversely to Licensor or Sublicensor, or assist any third party in attempting to claim adversely to Licensor or Sublicensor, with regard to such ownership. Sublicensee agrees that it shall not, and shall cause its Affiliates not to, challenge, in any country or jurisdiction, (a) Licensor’s title to or ownership of the Licensed IP or any rights in the Licensed IP, (b) any issuance or application of any Licensed IP, or (c) the validity of the Licensed IP, this Agreement, or the sublicense granted in this Agreement.

Section 6.5 Avoidance of Adverse Trademark Actions by Sublicensee. Sublicensee hereby covenants that it shall not, and will not authorize its Affiliates or any third party to: (a) either directly or indirectly apply for the registration or renewal of registration of the HOPP’R Mark, any variation thereon, or any Mark that contains or is confusingly similar to or dilutive of the HOPP’R Mark or (b) use the HOPP’R Mark when Sublicensee knows or has reason to know that its use infringes or otherwise violates, or is alleged to infringe or otherwise violate, the Marks or other proprietary rights of another party.

Section 6.6 Specific Performance and Injunctive Relief. Sublicensee acknowledges that the Licensed IP possesses special, unique, and extraordinary characteristics that make difficult the assessment of the monetary damages that Licensor and Sublicensor would sustain by Sublicensee’s or its Affiliates’ breach of Article II, Article IV, Article V, or Article VI. Sublicensee acknowledges and agrees, on behalf of itself and its Affiliates that the use of the Licensed IP outside the scope of the sublicense grant set forth Article II or any other breach of this Agreement would cause irreparable harm to Licensor and Sublicensor for which monetary damages would be an inadequate remedy and that Licensor and Sublicensor would suffer irreparable harm due to delay if, as a condition to obtaining an injunction, restraining order, or other equitable remedy with regard to Sublicensee’s or its Affiliates’ use or breach, Licensor or Sublicensor were required to participate in mediation, arbitration, or further court proceedings with Sublicensee or demonstrate that Licensor or Sublicensor would suffer irreparable harm. Accordingly, in the event of any such use or breach, for the purpose of granting an injunction, restraining order, or other equitable remedy, the Parties intend for the court to assume that Sublicensee’s or its Affiliates’ use or breach would cause Licensor and Sublicensor

irreparable harm. The obligations of Sublicensee under this Agreement shall be enforceable by a decree of specific performance issued by a court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection with any such decree. The remedies discussed in this Section 6.6 shall, however, be cumulative and not exclusive and shall be in addition to any other remedies that Sublicensor may have under this Agreement or otherwise. Sublicensee agrees that neither Licensor nor Sublicensor shall be required to post a bond or any other security in any action described in this Section 6.6.

ARTICLE VII

INDEMNIFICATION

Section 7.1 Sublicensee Indemnification Obligations. Sublicensee agrees to defend, indemnify, and hold harmless Licensor, Sublicensor, their respective Affiliates, and each of its and their respective directors, officers, and employees (each, an “Indemnified Party”), in each case from and against any and all Losses suffered or incurred by an Indemnified Party arising out of, related to, or connected with Sublicensee’s and its Affiliates’ exploitation of the Licensed IP.

Section 7.2 Indemnification Procedures. If a claim is commenced against an Indemnified Party, the Indemnified Party shall give Sublicensee prompt notice of the claim. The failure to deliver such notice, however, shall not release Sublicensee from any of its obligations under this Article except to the extent that Sublicensee is materially prejudiced by that failure. At Sublicensee’s cost and expense: (a) Sublicensee shall immediately take control of the defense of the claim and shall engage attorneys acceptable to the Indemnified Party to defend the claim, and (b) the Indemnified Party shall cooperate with Sublicensee (and its attorneys) in the defense of the claim. The Indemnified Party may, at its own cost and expense, participate (through its attorneys or otherwise) in the defense of the claim. Sublicensee shall not, without the Indemnified Party’s consent, enter into a settlement of the claim that (i) does not include a full release of the Indemnified Party or (ii) involves a remedy other than the payment of money. If Sublicensee does not assume control over the defense of a claim as provided in this Section, the Indemnified Party may defend the claim in such manner as it may deem appropriate, at the cost and expense of Sublicensee. Notwithstanding the preceding sentence, Sublicensee shall not be entitled to assume control of the defense of any claim that could impose criminal liability on the Indemnified Party, and unless otherwise agreed by the Parties, the Indemnified Party shall have the right (but not the obligation) to defend any such claim at the cost and expense of Sublicensee.

ARTICLE VIII

DISCLAIMER; LIMITATION OF LIABILITY

Section 8.1 DISCLAIMER. THE RIGHTS AND SUBLICENSES GRANTED TO SUBLICENSEE AND ITS AFFILIATES UNDER THIS AGREEMENT ARE PROVIDED “AS IS”, AND SUBLICENSOR HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY, REGISTRABILITY, TITLE, OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE), AND SUBLICENSOR ASSUMES NO RESPONSIBILITY OF ANY KIND WHATSOEVER WITH RESPECT TO SUBLICENSEE’S AND ITS AFFILIATES’ USE OF THE LICENSED IP.

Section 8.2 LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT, WHETHER IN AN ACTION IN NEGLIGENCE, CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE FOR (A) ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, (B) ANY DAMAGES THAT WERE NOT REASONABLY FORESEEABLE AT THE TIME THIS AGREEMENT WAS ENTERED INTO, OR (C) ANY DAMAGES BASED ON LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, DIMINUTION IN VALUE, LOSS OF CUSTOMERS, LOSS OF REPUTATION, OR MULTIPLES OF EXPECTED FINANCIAL PERFORMANCE, IN EACH CASE EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ARTICLE IX

MISCELLANEOUS

Section 9.1 Amendment and Modification. This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each Party.

Section 9.2 Waiver. No failure or delay of either Party in exercising any right or remedy under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any such right or power, any abandonment or discontinuance of steps to enforce that right or power, or any course of conduct preclude any other or further exercise that right or the exercise of any other right or power. The rights and remedies of the Parties are cumulative and are not exclusive of any rights or remedies that the Parties would otherwise have under this Agreement. Any agreement on the part of either Party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of that Party.

Section 9.3 Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, (b) on written confirmation of receipt if delivered by e-mail, (c) on the first Business Day following the date of dispatch if delivered using a next-day service by a recognized next-day courier, or (d) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices under this Agreement shall be delivered to the addresses set forth below or pursuant to such other instructions as may be designated in writing by the Party to receive such notice:

(i) if to the Sublicensor, to:

Lennar-Millrose HOPP’R, LLC

[redacted]

Attention: [redacted]

E-mail: [redacted]

with a copy (which shall not constitute notice) to:

Lennar Corporation

[redacted]

Attention: [redacted]

E-mail: [redacted]

(ii) if to Sublicensee, to:

Millrose Properties, Inc.

[redacted]

Attention: [redacted]

E-mail: [redacted]

with a copy (which shall not constitute notice) to:

[redacted]

[redacted]

Attention: [redacted]

E-mail: [redacted]

Section 9.4 Changes to Contact Information. Either Party may change its contact information for notices and other communications under this Agreement by notice to the other Party pursuant to Section 9.3.

Section 9.5 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement and supersedes all prior oral and written agreements and understandings relating to such subject matter.

Section 9.6 Governing Law and Venue. This Agreement shall be interpreted, construed, governed, and enforced in all respects in accordance with the laws of the State of Delaware, without giving effect to its conflicts-of-laws provisions. Neither Party shall commence or prosecute any action, suit, or claim arising under or by reason of this Agreement other than in the state or federal courts located in Delaware. The Parties irrevocably consent to the jurisdiction and venue of the courts identified in the preceding sentence in connection with any action, suit, proceeding, or claim arising under or by reason of this Agreement.

Section 9.7 Assignment; Successors. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by a Party without the prior written consent of the other Party, and any assignment or delegation without prior written consent shall be null and void; provided that this Agreement may be assigned by Sublicensor, in whole or in part, to an Affiliate or in connection with the sale of Sublicensor or its business (whether by merger, stock sale, asset purchase, or otherwise) or the transfer or sale of any business unit, Affiliate, division, or product line (by means of a reorganization, asset sale, stock sale, merger, or otherwise) of Sublicensor to which this Agreement relates. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties and their respective permitted successors and assigns.

Section 9.8 Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted assigns, and each such Party intends that this Agreement shall not benefit, or create a right or cause of action in or on behalf of, any Person other than the Parties, Licensor, their permitted assigns, and with respect to Article VII, the Indemnified Parties. The Parties reserve the power to modify or terminate this Agreement without the consent of the Indemnified Parties.

Section 9.9 Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law; but if any provision or portion of any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable Law in any jurisdiction, then that invalidity, illegality, or unenforceability shall not affect any other provision or portion of any provision in that jurisdiction, and this Agreement shall be reformed, construed, and enforced in that jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained in this Agreement.

Section 9.10 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party.

Section 9.11 Electronic Signature. This Agreement may be executed electronically (including by means of .pdf signature or digital signature software such as DocuSign) and delivered by e-mail or other similar means of electronic transmission, and any electronic signature shall constitute an original for all purposes.

Section 9.12 No Presumption Against Drafting Party. Each Party acknowledges that it has been represented by legal counsel in connection with this Agreement. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting Party has no application and is expressly waived.

Section 9.13 Affiliates. Each Party shall cause all of its Affiliates to comply with the terms and conditions of this Agreement.

Section 9.14 Further Assurances. Subject to the terms and conditions of this Agreement, each Party shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing, and delivery of any and all documents and instruments that any other Party may reasonably request, in order to effect the intent and purpose of this Agreement.

Remainder of this page intentionally left blank; signature page follows.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives on the Effective Date.

Signature Page to Sublicense Agreement

Exhibit 10.5

MASTER PROGRAM

AGREEMENT

dated February 7, 2025

by and between

MILLROSE PROPERTIES, INC.,

A Maryland corporation

(“Owner”)

and

U.S. HOME, LLC,

a Delaware limited liability company,

LENNAR HOMES HOLDING, LLC,

a Delaware limited liability company,

and

CALATLANTIC GROUP, LLC,

a Delaware limited liability company

(collectively, “Lennar”)

MASTER PROGRAM

AGREEMENT

This Master Program Agreement (this “Agreement”) is dated as of February 7, 2025 (the “Effective Date”), by and between MILLROSE PROPERTIES, INC., a Maryland corporation (“Owner”), and U.S. HOME, LLC, a Delaware limited liability company, LENNAR HOMES HOLDING, LLC, a Delaware limited liability company, and CALATLANTIC GROUP, LLC, a Delaware limited liability company (collectively, “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:

Recitals

A. Lennar and its divisions, and subsidiaries (each, including, without limitation, any wholly-owned direct or indirect subsidiary of Lennar Corporation, a “Lennar Party” and collectively, the “Lennar Parties”) are in the business of, among other activities, acquiring land through purchase and sale agreements with landowners (each a “Lennar PSA”) and developing residences thereon. Owner and its affiliates including Millrose Properties Holdings, LLC, a Delaware limited liability company (“MPHL”), and its and their respective subsidiaries and affiliates (each, including Owner, an “Owner Party” and collectively, the “Owner Parties”) are in the business of acquiring residential properties.

B. The Lennar Parties have developed the Homesite Option Purchase Platform (the “HOPP’R”) and are providing its use to the Owner Parties as provided herein. In conjunction with the HOPP’R, the Owner Parties will acquire residential land and related rights, contract with a Lennar Party to complete various on-site and off-site related improvements, and grant such Lennar Party an option to acquire homesites on such land (each, a “Homesite”) in accordance with a pre-determined acquisition schedule (the aforementioned transaction and related activities are hereinafter referred to as the “Program”).

C. Pursuant to the Program, , Owner shall cause the Owner Parties to acquire residential properties (each, a “Property” and collectively, the “Properties”) consisting of: (i) properties owned by a Lennar Party as of the Effective Date or acquired by a Lennar Party subsequent to the Effective Date (each, a “Balance Sheet Property” and collectively, the “Balance Sheet Properties”), and (ii) properties that a Lennar Party has as of the Effective Date (or after the Effective Date obtains) the contractual right to acquire (each, a “Pipeline Property” and collectively, “Pipeline Properties”). “Admitted Properties” (or individually an “Admitted Property”) shall mean and refer to Balance Sheet Properties and Pipeline Properties acquired by Owner Parties for the benefit of the Lennar Parties and thus admitted to the Program in accordance with this Agreement.

D. Lennar previously conveyed to certain Lennar subsidiaries (each, a “Property Subsidiary” and collectively, the “Property Subsidiaries”) those Properties generally described on Exhibit A attached hereto (each, an “Initial Property” and collectively, the “Initial Properties”). Prior to or substantially concurrently with the execution of this Agreement, certain Lennar Parties and certain Owner Parties are executing that certain Pre-Spin Assignment, Assumption and Contribution Agreement pursuant to which Owner will acquire from Lennar ownership of the Property Subsidiaries (the “Contribution Agreement”) and that certain Founder’s Rights Agreement, dated February 7, 2025 (the “Founder’s Rights Agreement”). In connection with the Contribution Agreement, the Owner Parties have entered into certain loan documents including that certain note, dated February 6, 2025, by and between MPHL, certain subsidiaries of MPHL, and Owner (the “Note”), those certain mortgages made and executed as of February 6, 2025 by certain subsidiaries of MPHL for the benefit of Owner (together, the “Mortgages”), and that certain pledge and security agreement made as of February 6, 2025 by MPHL in favor of Owner (the “Pledge” and together with the Note and the Mortgages, the “Loan Documents”), pursuant to which the Initial Properties are mortgaged as collateral for the Note. For purposes of this Agreement, MPHL and the Property Subsidiaries are Owner Parties (and not Lennar Parties). For the avoidance of doubt, each Property Subsidiary is a subsidiary of MPHL and all Initial Properties and future Properties admitted into the Program will be acquired by either a Property Subsidiary or another subsidiary of MPHL created for the sole purpose of holding Property under the Program and performing the obligations of the Property Subsidiaries under the Program Documents (hereinafter defined).

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E. Subject to the terms and conditions in the Contribution Agreement, Owner shall cause the Owner Parties to acquire the Supplemental Transferred Assets (as defined in the Contribution Agreement) and admit such Properties into the Program.

F. In connection with the execution of the Contribution Agreement, Owner, certain Owner Parties and certain Lennar Parties will execute: (i) a Master Option Agreement in the form attached hereto as Exhibit B (the “Option Agreement”); (ii) a Master Construction Agreement in the form attached hereto as Exhibit C (the “Construction Agreement”), and (iii) an Addendum to Master Option Agreement and Master Construction Agreement in the form attached as Exhibit C to the Option Agreement (each, an “ Addendum” and collectively the “Addenda”) for each Initial Property.

G. The admission of additional Properties into the Program shall be evidenced by the execution of an Addendum for each such Property and either: (i) if the Property is a Pipeline Property, a nomination agreement in the form attached as Exhibit A to the Option Agreement (each such nomination agreement, a “Nomination Agreement”) pursuant to which the applicable Lennar Party shall assign to an Owner Party the right to acquire the Property from a third-party seller (each such seller, an “Underlying Seller”) at the close of escrow under the applicable Lennar PSA; and (iv) if the Property is a Balance Sheet Property, a purchase agreement in the form attached as Exhibit B to the Option Agreement (each such purchase agreement, a “Purchase Agreement”) wherein the Lennar Party that owns the Balance Sheet Property shall be the seller and the applicable Owner Party shall be the buyer. In addition, the parties will execute a multiparty cross agreement in the form attached hereto as Exhibit D (each such agreement, a “Multiparty Cross Agreement”) with respect to the separate “Pools”, as more fully described below.

H. The Parties acknowledge and agree that an Addendum, and, as applicable, a Nomination Agreement or Purchase Agreement (with the Option Agreement and Construction Agreement, collectively, the “Program Documents”) will be prepared for each Property that is to become an Admitted Property (other than the Initial Properties). The Parties acknowledge and agree that each Admitted Property will be added as collateral under the Loan Documents and the Parties will execute any relevant documentation required, including a Mortgage or the Pledge, as determined by Owner. In addition, all Properties shall be subject to a Multiparty Cross Agreement. Lennar agrees that except for the Initial Properties, an Owner Party will not have to acquire a Property if such Property does not meet the Program Criteria (as defined below). Owner agrees that: (i) at all times, Lennar in its sole discretion shall have the right to terminate a Lennar PSA or disapprove any matter or condition set forth therein; and (ii) the Lennar Party will not direct an Owner Party to acquire a Pipeline Property unless and until Lennar has finally approved acquisition of such Pipeline Property and/or waived all conditions precedent related thereto in the applicable Lennar PSA, all as determined in Lennar’s sole discretion.

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I. Each Addendum will generally grant the applicable Lennar Party the option to acquire Homesites in multiple closings pursuant to the terms of the Option Agreement (each, a “Takedown”) in accordance with a pre-determined acquisition schedule, and, upon the conveyance of the relevant Admitted Property to the relevant Owner Party, such Lennar Party shall pay to the relevant Owner Party an “Option Payment” and, if and when applicable, the “Additional Deposit” (as such terms are defined on Schedule 1 attached hereto).

J. Each Addendum will generally provide that in accordance with the Construction Agreement: (i) the applicable Lennar Party shall be obligated to complete (or cause the completion of) the “Work” (as defined in the Construction Agreement); and (ii) the applicable Owner Party shall pay the Lennar Party for its actual out-of-pocket development costs in an amount not to exceed the amounts set forth in the applicable Addendum, all in accordance with the draw process (including information and approvals required to support the draw) set forth in the Construction Agreement.

K. Owner and Lennar now wish to execute this Agreement to set forth the Parties’ intent and agreement with respect to the Program and certain terms and conditions thereof.

AGREEMENT

Now, therefore, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Owner and Lennar agree as follows, which agreement includes and incorporates the recitals set forth above:

1. Recitals. The recitals set forth above are true and correct and are hereby incorporated in their entirety into this Agreement.

2. The Program.

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(a) Pooling. Pursuant to the Multiparty Cross Agreements, Admitted Properties will be grouped into pools (each a “Pool” and collectively, the “Pools”). Each Pool shall in all cases be structured to ensure that the Admitted Properties in such Pool and related Program Documents are not consolidated onto any Lennar Party’s balance sheet. As to any Pool, Lennar’s Total Payment Obligation (as defined below) for Initial Properties shall not at any time exceed Fifty Million Dollars ($50,000,000) (the “Initial Pool Payment Obligation Limit”). For all future Admitted Properties, as to any Pool, Lennar’s Total Payment Obligation (as defined below) shall not at any time exceed Twenty-five Million Dollars ($25,000,000) (the “Future Pool Payment Obligation Limit”, together with the Initial Pool Payment Obligation Limit, the “Pool Payment Obligation Limit”). In the event any Pool now or hereinafter exceeds the Pool Payment Obligation Limit, then Lennar and Owner shall modify such Pool and the applicable Multiparty Cross Agreement as necessary to ensure the Pool does not exceed the Pool Payment Obligation Limit. For purposes of the foregoing, “Total Payment Obligation” refers to the aggregate sum of all Option Payments and Additional Deposit payments Lennar has made, or is obligated to make, in connection with all Admitted Properties in a Pool. For purposes of calculating the Total Payment Obligation, Lennar shall be deemed to have made all Additional Deposits. Subject to the Pool Payment Obligation Limit, the Pools will be established with primary consideration given to diversity within Pools across geographies, communities and home types. Lennar shall propose the structure of each Pool (and modifications to existing Pools to ensure the Pool Payment Obligation Limit is not exceeded and/or in connection with the admission of new Properties to an existing Pool) and Owner shall be entitled to approve the Pool structure, which approval shall not be unreasonably withheld, conditioned, or delayed. In the event of any disapproval, Owner shall specify the basis for such disapproval and what modifications are necessary to obtain Owner’s approval. Upon the mutual approval of a Pool (or any modification to an existing Pool), the applicable Lennar Parties and Owner Parties shall execute a Multiparty Cross Agreement with respect to such Pool or, if applicable, an amendment to a previously executed Multiparty Cross Agreement.

(i) The Pools for the Initial Properties are set forth on Exhibit A attached hereto (each, an “Initial Property Pool”). Upon execution of this Agreement, the terms and conditions of the Multiparty Cross Agreement shall apply to each Initial Property Pool as if a separate Multiparty Cross Agreement had been executed with respect to each such Initial Property Pool.

(b) Term. Properties shall be admitted into the Program commencing on the Effective Date of this Agreement until such time (if any) as Lennar and Owner mutually agree in writing that Properties will no longer be admitted to the Program (the “Acquisition Period”).

(c) Termination. After the Acquisition Period, (i) no additional Properties shall be admitted into the Program; and (ii) the Owner Parties’ and the Lennar Parties’ rights and obligations with regard to Admitted Properties shall continue to be governed according to the terms of this Agreement and the applicable Program Documents.

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(d) Fee Builder Arrangement. In the event a Lennar Party’s Option to acquire Homesites expires or is terminated prior to such Lennar Party acquiring all of the Homesites on an Admitted Property, then within twenty (20) days of such expiration or termination, Owner shall have the right to request (a “Fee Building Request”) that a Lennar Party enter into an agreement to build out homes on the unpurchased Homesites for a fee, all pursuant to a Builder Agreement in a form substantially similar to the form attached hereto as Exhibit E (the “Fee Builder Agreement”), as appropriately modified to reflect state-specific and/or deal-specific terms. Provided that Lennar is then building and selling residences in the applicable geographic market where such unpurchased Homesites are located, Lennar shall cooperate with Owner and, upon Owner’s request, Lennar shall make a Lennar Party available to be engaged by an Owner Party as a fee builder of homes on the unpurchased Homesites, all on mutually acceptable terms and conditions set forth in the Fee Builder Agreement. If Owner has delivered a Fee Building Request with respect to an Admitted Property, then for purposes of the Multiparty Cross Agreement applicable to such Property: (i) the termination of the Option for such Admitted Property shall not be a “Cross Termination Event” thereunder; and (ii) the Owner Parties shall not be entitled to exercise a “Cross Termination Right” with respect to the applicable Pool due to the termination of the Option for such Admitted Property. Notwithstanding the foregoing or anything to the contrary herein, if any Owner Party has exercised the “Cross Termination Right” (as set forth in the applicable Multiparty Cross Agreement) with respect to any Pool, then the Lennar Parties shall: (i) not be obligated to enter into a Fee Builder Agreement with respect to any Property in such Pool; and (ii) may terminate any Builder Agreement previously executed with respect to such Pool.

3. Admission of Initial Properties and Supplemental Transferred Assets. The Initial Properties are admitted to the Program and are not subject to additional review or approval by the Parties. In connection therewith, the applicable Lennar Parties and applicable Owner Parties shall execute an Addendum with respect to each Initial Property. In addition, upon the Owner Parties’ acquisition of the Supplemental Transferred Assets, the applicable Lennar Parties and applicable Owner Parties shall execute an Addendum with respect thereto. Once acquired by the Owner Parties, the Supplemental Transferred Assets shall be deemed Initial Properties for purposes of this Agreement, the Option Agreement and the Construction Agreement (including, without limitation, for purposes of determining the Applicable Rate). As more fully set forth therein, the Addenda supplement the terms and conditions of the Option Agreement and Construction Agreement and otherwise set forth the terms and conditions applicable to the Initial Properties. The parties acknowledge that the Addenda for the Initial Properties (including the Supplemental Transferred Assets, if and when acquired) will, in some cases, have been prepared utilizing estimates and projections. Accordingly, upon Lennar’s request, Owner and the Owner Parties agree to reasonably amend the Addenda for such Properties (including adjustments to the takedown schedule and Contract Sum); provided, however, that Owner may withhold its consent to any proposed modifications or any amendment which otherwise will have a material adverse effect on the Owner Parties.

4. Admission of Future Admitted Properties. In connection with the proposed admission of future Properties, the Parties shall comply with the processes and procedures set forth in this Section 4. Notwithstanding the foregoing, at all times prior to Owner Party’s acquisition thereof, the Lennar Parties shall retain the sole and absolute right to disapprove due diligence or any other contingency with respect to a Pipeline Property and/or to amend or terminate a Lennar PSA.

(a) Requirements for Admission. In order for any Proposed Projects (as defined below) to be acquired by Owner and deemed an Admitted Property, all of the following requirements must be satisfied (the “Admission Requirements”):

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Provided the Proposed Project meets all of the Admission Requirements set forth in Section 4 herein, Owner and Lennar shall within fifteen (15) business days after the date on which such requirements have been satisfied, prepare and execute Program Documents with respect thereto, Owner shall cause an Owner Party to acquire the Proposed Project, and, upon acquisition thereof, such Proposed Project shall be an Admitted Property.

(b) Satisfaction of All Program Criteria. Any Proposed Project must meet all the requirements of the Program Criteria, subject to the exceptions set forth under Section 4(e) below. Lennar shall use its experience, expertise and resources (including human capital) to identify, evaluate, and determine whether any Properties identified for consideration as Proposed Projects fulfill all of the requirements set forth in the Program Criteria (the “Property Selection Services”). The Project Selection Services together with the services to be performed by the Lennar Parties pursuant to the Construction Agreement are collectively, the “Lennar Services.” The actions undertaken by Lennar pursuant to this Section 4(b) shall be substantially similar to the actions Lennar would undertake if it were preparing to purchase the Property itself or to the actions performed with respect to the assets transferred to Owner or its subsidiaries by the Lennar Parties (the “Transferred Assets”), in connection with the taxable spin-off of Owner (the “Spin-Off”). Lennar shall, using its own personnel and its own expense, perform the Property Selection Services, which shall include, without limitation, (i) with respect to any Proposed Project, an analysis of a variety of macroeconomic factors, such as employment levels, interest rates, changes in stock market valuations, consumer confidence, housing demand, availability and cost of financing for homebuyers, availability and prices of new homes compared to those of previously occupied homes, and demographic trends and (ii) with respect to each of the homebuilding markets in which any Proposed Project is located, an analysis of the local market conditions and demographics, the specific supply and demand relationships reflective of local economic conditions, the projected absorption pace for home sales, sales prices and costs to build and deliver homes on a community by community basis. Lennar agrees to make its employees available to consult and discuss the analysis and determinations with Owner.

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(c) Sufficient Capital to Acquire. Owner shall cause an Owner Party to acquire Proposed Projects meeting the Admission Requirements as long as the Lennar Parties have sufficient capital reserved for the use of the Lennar Parties for the acquisition of Proposed Projects (as Reserved Priority Amount, Reserved Deal Capital, or otherwise) pursuant to the Lennar Parties’ Capital Priority Right, as set forth in the Founder’s Rights Agreement (all such reserved capital for purposes of this Agreement, the “Lennar Reserved Capital”). Owner shall at all times be obligated to have available (or cause an Owner Party to have available) sufficient capital to finance all Proposed Projects meeting the Admission Requirements up to the then-current remaining amount of the Lennar Reserved Capital. Any failure to have available sufficient Lennar Reserved Capital to finance a Proposed Project meeting the Admission Requirements shall result in the remedies being paid to Lennar as set forth in the Founder’s Rights Agreement (without limiting any remedies that may be available to Lennar pursuant to this Agreement). In the event Lennar presents a Proposed Project meeting the Admission Requirements to Owner and the capital required to acquire such Proposed Project exceeds the remaining outstanding Lennar Reserved Capital at the time, Owner shall consider in good faith and may agree to acquire (but is not obligated to acquire) the Proposed Project using any capital that may be available to Owner at the time. There shall be no penalty for any rejection of a Proposed Project under the circumstances described in the immediately preceding sentence. If Owner agrees to acquire the Proposed Project(s) using any capital that may be available to Owner at the time, such amount of capital may qualify as Restored Lost Capital Amount or as Recycled Capital Amount and be subject to the terms and conditions of Lennar’s Capital Priority Right as set forth in the Founder’s Rights Agreement. For purposes of this Section 4(c) only, any capitalized terms not defined in this Agreement shall have the meanings assigned to them in the Founder’s Rights Agreement.

(d) Proposed Project Reports. On and after the Effective Date, the Lennar Parties may from time to time present Owner with a proposed project report in the form described below with respect to any Properties (each such property, a “Proposed Project” and collectively the “Proposed Projects” and each such report, a “Proposed Project Report” and collectively the “Proposed Project Reports”). The Proposed Project Report shall include: (i) the purchase price of the Property to be paid by the applicable Owner Party (the “Owner Acquisition Price”), (ii) sums to be paid by the applicable Owner Party pursuant to the Budget attached to the applicable Construction Agreement (the “Contract Sum”), (iii) the Option Payment to be paid to such Owner Party by the applicable Lennar Party, and (iv) the sums to be paid to the applicable Owner Party as the Takedown Price (as defined in the Option Agreement) for the Lennar Party to acquire each Homesite under the Option Agreement; provided, however, that the Owner Acquisition Price to be paid by the applicable Owner Party for each Balance Sheet Property shall be equal to Lennar’s (or its subsidiary’s) book value (as confirmed in writing with email being sufficient) such that the Owner Parties’ acquisition of a Balance Sheet Property will not create an accounting loss or gain for any Lennar Party or Lennar Corporation, a Delaware corporation (“Parent”). The Takedown Price (as defined in the Option Agreement)for Homesites shall be the allocated portion of the Owner Acquisition Price and Contract Sum. for the applicable Property as set forth in the Proposed Project Report.

(e) Acquisition of Properties. During the Acquisition Period, Owner shall upon Lennar’s request cause an Owner Party to acquire all Proposed Projects meeting the Program Criteria (“Target Properties”). Properties not qualifying as a Target Property may be admitted into the Program upon the mutual approval of Lennar and Owner. The Parties acknowledge that there may be certain Properties where all of the Program Criteria have not been satisfied in all material respects or where there are other material unusual development risks (“Material Unresolved Issues”), such as, by way of example, significant discretionary permits/approvals that are not in place at the time of Owner’s review of the Property. In any such event, Lennar and Owner shall have the right (but not the obligation) to admit such Properties to the Program and Owner may condition such admission on the inclusion of provision requiring Lennar to repurchase the Property if the Material Unresolved Issues are not resolved on a timely basis, all as reasonably determined by the Owner.

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(f) Confidentiality. Owner acknowledges and agrees that all documents, information, and materials provided to Owner concerning the Properties and/or the Lennar Parties’ operations and approval processes (including, without limitation, Proposed Project Reports, purchase and sale agreements, project proformas, financial projections, market studies, cost analysis, and other internal and third-party reports) (collectively, the “Confidential Documents and Information”) are proprietary and confidential. Owner agrees to treat all Confidential Documents and Information received from the Lennar Parties pursuant to this Agreement and/or any Program Document in a confidential manner at all times, and Owner shall use diligence not to disclose any such Confidential Documents and Information to any third parties, other than Owner’s directors, officers, partners, external managers and submanagers, affiliates, employees, accountants, attorneys, lenders, prospective lenders, investors, prospective investors and their investment advisors, investment bankers, underwriters, ratings agencies, partners, consultants and other advisors in connection with the transactions contemplated by this Agreement (collectively “Representatives”), but only if such disclosure is reasonably required to allow Owner to evaluate and admit Properties for inclusion in the Program (such disclosure to be made subject to informing the recipient and having the recipient acknowledge in writing that it is subject to this confidentiality requirement). Notwithstanding the foregoing, Owner may disclose Confidential Documents and Information to the extent required by any applicable statute, law, regulation or governmental authority, judicial order, legal process or stock exchange listing requirements or in connection with any litigation that may arise in connection with the transactions contemplated by this Agreement, the Program Documents, and/or the Properties. Nothing shall be deemed to be a breach of the foregoing with respect to any information already in the possession of, or already known to Owner or any of its Representatives, information in the public domain at the time of disclosure, or which, after such disclosure, enters into the public domain through no fault of Owner, or information lawfully furnished or disclosed to the recipient party by a non-party to this Agreement without any known obligation of confidentiality. The provisions of this Section shall survive the expiration of the Acquisition Period and/or the termination of this Agreement.

5. Option Payment, Additional Deposit, and Rate.

(a) Applicable Terms. In the Option Agreement, the terms “Option Payment”, “Additional Deposit”, “Applicable Rate”, “Calculation Date”, “Maximum Rate”, “Minimum Rate”, “Pause Rate”, and “Person” shall have the meaning given in Schedule 1 attached hereto. Each Property shall have a separately calculated Applicable Rate and Pause Rate which shall be fixed and determined as of the “Calculation Date” and the Applicable Rate shall be set forth and confirmed in such Property’s Addendum.

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6. Indemnity Procedures. With respect to each provision of the Program Documents that requires a party to indemnify, defend and/or hold harmless another party or person, the following provisions shall apply:

(a) Notice of Claim. The party seeking indemnification (the “Indemnified Party”) shall give the other party (the “Indemnifying Party”) notice of any claim, demand, suit, order, judgment, lien, liability, loss, damage, injury to person, property or natural resources, penalty, fine, cost or expense (a “Claim”) that is asserted against, resulting to, imposed upon or incurred by the Indemnified Party and which might give rise to liability on the part of the Indemnifying Party pursuant to any Program Document, which notice (the “Notice of Claim”) shall state (to the extent known or reasonably anticipated) the nature and basis of such Claim and the amount thereof; provided that the failure to give such Notice of Claim shall not affect the rights of the Indemnified Party hereunder except to the extent (a) that the Indemnifying Party shall have suffered actual material damage by reason of such failure, or (b) such failure materially adversely affects the ability of the Indemnifying Party to defend, settle or compromise such Claim.

(b) Assumption of the Defense. If the Indemnifying Party, within ten (10) business days after receiving the Notice of Claim (or such shorter period of time as is reasonable if there is a deadline for responding to the Claim), expressly acknowledges and assumes responsibility to defend the same (including under reservation of rights), then the Indemnifying Party shall have the right to undertake, by counsel of its own choosing (which counsel shall have no conflicts with the Indemnified Party), the defense of such Claim at the Indemnifying Party’s risk and expense.

(c) Defense of Claim. If the Indemnifying Party fails within ten (10) business days after receiving the Notice of Claim (or such shorter period of time as is reasonable if there is a deadline for responding to the Claim) to expressly acknowledge and assume responsibility for defending such Claim as described above, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel of its own choosing, on behalf of and for the account and risk of the Indemnifying Party. If the Indemnified Party undertakes the defense of a Claim, the Indemnifying Party shall pay to the Indemnified Party, on a current basis, in addition to the other sums required to be paid hereunder, the reasonable costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred.

(d) Settlement/Compromise/Cooperation. Anything herein to the contrary notwithstanding, (a) neither Party shall, without the other Party’s written consent (which consent shall not be unreasonably withheld or delayed), settle or compromise such Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim in form and substance reasonably satisfactory to the Indemnified Party; (b) if a party hereto undertakes defense of such Claim in accordance with this Agreement (the “Defending Party”), the other party shall cooperate with the Defending Party and its counsel and representatives in connection therewith; and (c) the Defending Party shall have an obligation to keep the other parties reasonably informed of the status of the defense of such Claim and furnish the other parties with all non-privileged documents, instruments and information that the other parties shall reasonably request in connection therewith.

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7. Guaranty. Concurrently with the execution of the Option Agreement and Construction Agreement, Parent shall execute a Payment and Performance Guaranty in the form attached hereto as Exhibit G (“Guaranty”).

8. Lennar Related Ventures; Program Transactions With Third Parties. On and after the Effective Date, Owner agrees, at Lennar’s request, to provide the Program to any residential home construction or real estate development company in the United States (x) in which Lennar or any affiliates has any amount of ownership interests or (y) with which Lennar or any affiliates has any contractual business relationship (each, a “Lennar Related Venture”); provided that (i) the Lennar Related Venture provides properties that meet the Program Criteria, (ii) the Lennar Related Venture agrees to substantially similar terms as set forth in the Program and the Program Documents; provided that (A) Lennar shall not be required to provide a “Guaranty” with respect to any such Program transaction with a Lennar Related Venture; (B) such Lennar Related Venture properties will not be added to any Lennar Party Pools; and (C) such Lennar Related Venture properties may not be pooled with other Lennar Parties’ projects, (iii) Manager (as hereinafter defined) in its reasonable discretion determines that the Lennar Related Venture has an acceptable risk profile with respect to its creditworthiness (taking into account any proposed guarantors) such that Owner can adequately mitigate the credit risks of entering into the proposed Program transaction with the applicable Lennar Related Venture, and (iv) the Owner Parties have sufficient capital to acquire the properties consistent with Section 4(c) hereto. If a Lennar Related Venture wishes to enter into a Program transaction with Owner on terms materially different to the Program and the Program Documents, Manager may, in its discretion (but is under no obligation to) accept any such Program transaction, the terms of which will be negotiated on a case by case basis between Manager and the applicable Lennar Related Venture. Notwithstanding anything to the contrary herein, if Owner enters into a Program transaction (or any other transaction) with any Lennar Related Ventures, such transactions shall be entered into by subsidiaries of MPHL if and only if Lennar, in its sole discretion, consents to the same in writing. In no event shall properties subject to Program transactions with any Person that is not Lennar or a Lennar Related Venture be held by MPHL or any subsidiaries of MPHL. For the avoidance of doubt, if Lennar permits certain Lennar Related Ventures to participate in the Program through MPHL or subsidiaries of MPHL, Lennar will not be required to provide a “Guaranty” with respect to any such transaction with a Lennar Related Venture nor will the Lennar Related Venture be entitled to a lower Applicable Rate pursuant to any rights set forth in the Founder’s Rights Agreements.

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9. Limitation on Damages; Waiver.

(a) Limitation of Damages. ANY PROVISION HEREIN TO THE CONTRARY NOTWITHSTANDING, THE OBLIGATIONS AND LIABILITIES OF LENNAR AND OWNER DO NOT CONSTITUTE THE OBLIGATIONS OF THE PARTNERS, TRUSTEES, DIRECTORS, OFFICERS, MEMBERS OR SHAREHOLDERS OF LENNAR AND OWNER OR THEIR RESPECTIVE CONSTITUENT SHAREHOLDERS, PARTNERS OR MEMBERS.

(b) Waiver. Excuse or waiver of the performance by the other Party (or their affiliates) of any obligation under this Agreement shall be effective only if evidenced by a written statement signed by the Party so excusing or waiving. No delay in exercising any right or remedy shall constitute a waiver thereof, and no waiver by Owner or Lennar of the breach of any covenant of this Agreement shall be construed as a waiver of any preceding or succeeding breach of the same or any other covenant or condition of this Agreement.

10. Representations, Warranties and Covenants of Owner. Owner hereby makes the following representations, warranties and covenants to the Lennar Parties as of the Effective Date, which along with any other representations and warranties of Owner included in this Agreement, shall be deemed to be re-made upon the inclusion of each Property into the Program:

(a) Authority. Owner Parties have the full right, power and authority to enter into this Agreement, acquire Properties, and sell and convey the Homesites to Lennar as provided in this Agreement and the Program Documents. Owner Parties will have throughout the term of this Agreement the full right, power and authority to carry out their respective obligations under this Agreement and the Program Documents. No additional approvals, authorizations or consents are required under Owner Parties’ formation documents for Owner Parties to enter into this Agreement and the Program Documents. This Agreement constitutes the legal, valid and binding obligation of Owner and is enforceable in accordance with its terms against Owner, subject only to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting or limiting the rights of contracting parties generally.

(b) Individual Authority. The person executing this Agreement and all documents related thereto on behalf of Owner Parties has and will have authority to do so.

(c) OFAC Representation. Each Owner Party is not a foreign person as such term is defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated pursuant to or thereunder. No Owner Party and none of their respective subsidiaries is an individual or entity that is, or is owned or controlled by Persons that are: (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, or other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (including, without limitation, currently, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

11. Representations and Warranties of Lennar. Lennar hereby makes the following representations and warranties to Owner as of the Effective Date, which, along with any other representations and warranties of Lennar included in this Agreement, shall be deemed to be re-made upon the inclusion of each Property into the Program:

(a) Authority. Lennar has the full right, power and authority to enter into this Agreement. Subject to the Lennar Parties’ customary internal approval processes (including Green Folder Approval), the Lennar Parties have full right, power and authority to acquire Admitted Properties from the Owner Parties and the Lennar Parties will have throughout the term of this Agreement the full right, power and authority to carry out their respective obligations as provided in this Agreement and the Program Documents. No additional approvals, authorizations or consents are required under Lennar’s formation documents for Lennar to enter into this Agreement. This Agreement constitutes the legal, valid and binding obligation of Lennar and is enforceable in accordance with its terms against Lennar, subject only to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting or limiting the rights of contracting parties generally.

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(b) Individual Authority. The persons executing this Agreement and all documents related thereto on behalf of the Lennar Parties have and will have authority to do so.

(c) OFAC Representation. Each Lennar Party is not a foreign person as such term is defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated pursuant to or thereunder. None of the Lennar Parties nor any of its subsidiaries is a Person that is, or is owned or controlled by Persons that are the subject of any Sanctions, or located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (including, without limitation, currently, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

12. Commissions. Except as may be provided in any Program Documents, each Party represents and warrants to the other that it and its related affiliates and subsidiaries have not employed (or otherwise caused to be incurred any compensation or reimbursement obligation to) any broker or finder in connection with the transactions contemplated by this Agreement or any Option Agreement or any Purchase Agreement pertaining to a Balance Sheet Property. Each Party shall indemnify, defend and hold harmless the other from all liability and expense arising from any claim by any broker, agent or finder for commissions, finder’s fees or similar charges, because of any act of such Party.

13. Dispute Resolution.

(a) Jurisdiction. The parties hereto agree that the Federal Courts of the United States sitting in the Southern District of the State of Florida and the courts of the State of Florida sitting in Miami-Dade County (and any court to which an appeal therefrom may be taken) (“Courts”), for purposes of all legal proceedings arising out of or relating to this Agreement, shall have exclusive jurisdiction of all legal actions arising out of this Agreement. By executing this Agreement, the Parties submit to the jurisdiction of the Courts and agree that the venue for any action related to this Agreement shall be in Miami-Dade County, Florida. Any Party may file a complaint with the Courts, and in no other court.

(b) Ancillary Remedies. Other than the express limitations on remedies set forth in this Agreement (including without limitation Section (c) hereof), nothing set forth herein shall preclude a party from seeking any ancillary judicial remedies (including filing a lis pendens or seeking specific performance if and when permitted by the express terms of this Agreement) from a court of competent jurisdiction without a jury.

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(c) Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OWNER AND LENNAR EACH HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN LENNAR AND OWNER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR ANY RELATIONSHIP BETWEEN LENNAR AND OWNER.

14. Miscellaneous.

(a) Notices. No notice, consent, approval or other communication provided for herein or given in connection herewith shall be validly given, made, delivered or served unless it is in writing and delivered personally, sent by overnight courier, or sent by email transmission (with an additional copy the next business day pursuant to any other method herein), to:

or to such other addresses as any Party hereto may from time to time designate in writing and deliver in a like manner to the other Party and Escrow Agent. Notices, consents, approvals, and communications shall be deemed given and received upon the earlier of delivery to the respective addresses set forth above, if delivered personally or sent by overnight courier, or upon direct email transmission to the email addresses set forth above with receipt of such transmission prior to 6 P.M., California time.

(b) Interpretation. The captions of the Sections of this Agreement are for convenience only and shall not govern or influence the interpretation hereof. This Agreement is the result of negotiations between the Parties and, accordingly, shall not be construed for or against either Party regardless of which Party drafted this Agreement or any portion thereof.

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(c) Successors and Assigns. All of the provisions hereof shall inure to the benefit of and be binding upon the personal representatives, heirs, successors and assigns of Owner and Lennar. Lennar and Owner shall not have the right to assign, pledge, hypothecate, or encumber their respective interest hereunder without the prior written consent of the other Party, and any such assignment without consent shall be void ab initio. Notwithstanding anything herein to the contrary, Lennar may assign its rights and obligations hereunder without Owner’s consent to any of the following (an “Internal Transferee”): (i) any other Lennar Party including, without limitation, any wholly-owned direct or indirect subsidiary of Lennar Corporation, or (ii) in connection with a merger, consolidation, reorganization, and/or sale of all or substantially all of any Lennar Parties’ assets provided that Lennar shall promptly notify Owner of any such assignment.

(d) No Partnership, Third Person. The Parties do not intend and nothing contained in this Agreement shall, create any partnership, joint venture or other arrangement between Owner and Lennar. In no event shall Lennar be deemed to be an agent or representative of Owner and in no event shall Owner be deemed to be an agent or representative of Lennar. Except as expressly stated otherwise herein, no term or provision of this Agreement is intended to (or shall) be for the benefit of any person, firm, corporation or other entity not a Party hereto (including, without limitation, any broker), and no such Party shall have any right or cause of action hereunder.

(e) Entire Agreement. The Recitals of this Agreement shall be deemed to be part of this Agreement for all purposes. This Agreement, including the Recitals, and the documents and instruments expressly contemplated herein to be executed in connection herewith, constitute the entire agreement between the parties pertaining to the subject matter hereof. All prior agreements, representations and understandings of the parties, oral or written, are hereby superseded and merged herein. No change or addition is to be made to this Agreement except by a written agreement executed by all of the parties.

(f) Incorporation of Exhibits. All exhibits and schedules attached to this Agreement are incorporated herein by this reference.

(g) Date of Performance. If the date of performance of any obligation or the last day of any time period provided for herein should fall on a day that is not a business day, then the obligation shall be due and owing, and the time period shall expire, on the first business day thereafter. Business days shall mean all days except Saturdays, Sundays and legal holidays on which banks in New York and/or Florida are not open for business. Except as may otherwise be set forth herein, any performance provided for herein shall be timely made if completed no later than 5:00 p.m., California Time, on the day performance is due.

(h) Time of the Essence. Time is of the essence of this Agreement.

(i) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida, without giving effect to conflict of laws principles.

(j) No Third-Party Beneficiary. Lennar’s covenants set forth in this Agreement are solely for the benefit of Owner and shall be enforceable by no other person or entity.

(k) Counterparts. This Agreement shall be executed simultaneously or in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. The parties may also deliver executed copies of this Agreement to each other by electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. No party may raise the use of any image transmission device or method or the fact that any signature was transmitted as an image as a defense to the enforcement of this Agreement.

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(l) Further Cooperation. Owner and Lennar agree to cooperate in good faith to take such actions and execute and deliver any other additional documents and instruments as, in their mutual and reasonable opinions, are reasonably necessary in order to carry out the intent and purpose of this Agreement. If any consents or approvals by a Party hereto are reasonably requested, the Party whose consent or approval is sought shall not unreasonably withhold, condition or delay its consent or approval. The provisions of this Section shall survive the expiration of the Acquisition Period and/or the termination of this Agreement.

15. Conflict In Terms. In the event of any conflict between the terms of this Agreement and the terms of any Program Documents, the terms of the Program Documents shall be controlling. In the event of any conflict between the terms of (a) this Agreement and/or the Program Documents, and (b) the Founder’s Rights Agreement, the terms of the Founder’s Rights Agreement shall be controlling.

16. Default; Notice and Cure. No Party shall be in default of (or breach under) this Agreement unless it fails to perform in any material respects any of its obligations hereunder and such failure continues for a period of at least thirty (30) days after the delivery of written notice thereof by the other Party. Nothing herein shall limit any party’s rights and remedies under the Contribution Agreement, Founder’s Rights Agreement and/or Program Documents. All such rights and remedies shall be cumulative.

(SIGNATURES ON FOLLOWING PAGE)

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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first set forth above.

SCHEDULE 1

Additional Definitions and Agreement Terms

For purposes of this Agreement, the following additional definitions and provisions shall apply.

For the Initial Properties (including the Supplemental Transferred Assets), the “Applicable Rate” means and refers to the fixed rate of eight and one-half percent (8.5%) per annum, calculated based upon a 360 day year. For future Properties admitted into the Program that are not Initial Properties, the “Applicable Rate” means and refers to a rate that will be determined and fixed for each Property on the Calculation Date (as defined below), that is equal to the sum of (a) the Risk Spread, (b) a spread of 4.00% and (c) the Rating Adjustment; provided, however, that if the Applicable Rate calculated as described above for future Properties shall not exceed the Maximum Rate and shall not be less than the Minimum Rate. If any index used in determining the Applicable Rate is no longer applicable or available, the parties agree to cooperate and act reasonably in selecting a replacement index.

Once determined, the Applicable Rate for future Properties shall be subject to further adjustment as provided in the Founder’s Rights Agreement.

“Additional Deposit” shall have the meaning set forth in the Option Agreement.

“Calculation Date” refers to the first business day of each calendar month. On each Calculation Date, Owner shall determine the Applicable Rate and such Applicable Rate shall apply to all Properties acquired by the Owner Parties in such calendar month.

“Maximum Rate” is 10%.

“Minimum Rate” is 7%.

“Option Payment” is in an amount equal to five percent (5%) of the sum of (i) the acquisition price to be paid by the Owner Party for the Property (i.e., the Property Acquisition Cost set forth in the applicable Option Agreement), and (ii) the development costs reflected as the Contract Sum in the Construction Agreement.

“Pause Rate” means and refers to the fixed rate equal to 50% of the Applicable Rate for the applicable Property.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, limited partnership, Governmental Authority or other entity.

“Rating Adjustment” means (i) 0% if Parent’s credit rating is equal to Baa1, Baa2 or Baa3 by Moody’s Investor Services, Inc. (“Moody’s”), BBB+, BBB or BBB- by S&P Global Ratings (“S&P”) or BBB+, BBB or BBB- by Fitch Ratings, Inc. (“Fitch”) for a minimum of two out of three of Moody’s, S&P and Fitch (collectively, the “Rating Agencies”), (ii) a decrease of 0.5% if Parent’s credit rating is upgraded to A3 by Moody’s, A- by S&P or A- by Fitch by a minimum of two out of three Rating Agencies, with such Rating Adjustment to be further decreased by 0.25% for each incremental upgrade above A3 or A-, as applicable, by a minimum of two out of three Rating Agencies or (iii) an increase of 1.0% if Parent’s credit rating is downgraded to Ba1 by Moody’s, BB by S&P or BB by Fitch by a minimum of two out of three Rating Agencies, with such Rating Adjustment to be further increased by 0.25% for each incremental downgrade below Ba1 or BB, as applicable, by a minimum of two out of three Rating Agencies.

“Risk Spread” means the Bloomberg US Composite BBB BVAL Yield Curve 3-year Index rate available on Bloomberg Screen BVABDB03 (or any successor page) at approximately 4:00 p.m., New York City time, on the business day immediately preceding the Calculation Date for the applicable Property.

EXHIBIT A

LIST OF INITIAL PROPERTIES AND POOLS

EXHIBIT A

EXHIBIT B

FORM OF MASTER OPTION AGREEMENT

EXHIBIT B

EXHIBIT C

FORM OF MASTER CONSTRUCTION AGREEMENT

EXHIBIT C

EXHIBIT D

FORM OF MULTIPARTY CROSS AGREEMENT

EXHIBIT D

EXHIBIT E

FORM FEE BUILDER AGREEMENT

FEE BUILDER AGREEMENT

THIS FEE BUILDER AGREEMENT (“Agreement”) is made as of February 7, 2025 (“Agreement Date”), by and between [Lennar entity], a          [Contractor’s License No.    ] (“Builder”) and [Owner entity], a          (“Owner”).

R E C I T A L S

A. As part of a HOPP’R program transaction with Builder (“Program Transaction”), Owner is the owner of the Land which designed for development into approximately [  ] Residences and other improvements constituting the Project.

B. Builder is experienced in the design, planning, development, construction, marketing and sale of residential projects similar to the Project.

C. Owner desires to hire Builder to develop the Project, construct and market the Residences and assume the responsibility of interfacing with homebuyers and performing warranty repairs of the Residences, all as more particularly described below.

NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

Definitions

1.1 Applicable Law. “Applicable Law” shall mean the laws, statutes, rules, regulations, ordinances or restrictions applicable to the various obligations Builder has agreed to perform under this Agreement.

Applicable Market. “Applicable Market” shall mean the residential market in the same geographic area as the Land in which Builder builds and sells residential projects for its own account.

Budget Information. “Budget Information” shall mean Builder’s then current budgeting and cost information for the construction of the Residences, all as reflected in Builder’s internal cost accounting system, including the monthly Sales and Marketing Fee and monthly Overhead Fee. As various costs change, Builder may update the Budget Information from time to time. Builder makes no representation regarding the Budget Information and Owner shall bear the risk that the actual costs and expenses exceed the estimated/budgeted costs.

Builder Improvements. “Builder Improvements” shall mean those improvements described on Exhibit “A” attached hereto, including Residences and other improvements both on or off the Land, as the case may be, to be constructed or installed by Builder under this Agreement in accordance with approved plans, permits and Applicable Law. Under no circumstances shall Builder Improvements include remediation of any Hazardous Materials.

Builder Representatives. “Builder Representatives” shall mean Builder’s Contractors and Consultants, and each of their respective employees and agents.

Construction Work. “Construction Work” shall mean all work performed by or on behalf of Builder to construct or install the Builder Improvements. All such Construction Work shall be performed in substantial accordance with plans approved by the public agency with jurisdiction and Applicable Law.

Consultant. “Consultant” shall mean a person or entity that has a direct contract with Builder to perform architectural, design, engineering, entitlement or other consulting services for the Project.

Contractor. “Contractor” shall mean a person or entity (other than a Consultant but including other subcontractors) that has a direct contract with Builder to perform any of the Work (including providing any labor, materials, equipment, supplies and services of any nature) for the Project.

Customer/Warranty Work. “Customer/Warranty Work” shall mean Builder’s performance of the Customer Service and Warranty Service consistent with what Builder does for residential projects for its own account, all as determined by Builder in its sole discretion.

Customer Service. “Customer Service” shall mean the post-sale services provided by Builder under Section 8.1 of this Agreement.

Hazardous Materials. “Hazardous Materials” shall mean all materials or substances which are regulated by, or which may form the basis of liability under, any environmental law, including without limitation all substances identified under any environmental law as a pollutant, contaminant, hazardous waste, hazardous constituent, special waste, hazardous substance, hazardous material or toxic substance, or petroleum or petroleum-derived substance or waste.

HOA. “HOA” shall mean a homeowners’ association for some or all of the Residences and Project common area, if applicable.

Homebuyer Warranty. “Homebuyer Warranty” shall mean the written warranty, if any, provided by Builder to homebuyers of Residences.

Land. “Land” shall mean that certain real property more particularly described on Exhibit “B” attached hereto.

Management Fee. “Management Fee” shall mean the fee payable to Builder by Owner in accordance with Section 9.2 below.

Marketing and Sales Work. “Marketing and Sales Work” shall mean the work consistent with what Builder does for residential projects for its own account to design, furnish and operate the Residence models and Sales Office, and otherwise market and sell Residences within the Project.

Master Option Agreement. “Master Option Agreement” refers to that certain Master Option Agreement dated as of February 7, 2025, by and between Millrose Properties, Inc., a Maryland corporation, MILLROSE PROPERTIES HOLDINGS, LLC., a Delaware limited liability company and U.S. Home, LLC, a Delaware limited liability company, Lennar Homes Holding, LLC, a Delaware limited liability company, and CalAtlantic Group, LLC, a Delaware limited liability company.

Overhead Fee. “Overhead Fee” shall mean the monthly amount Owner pays to Builder for Builder’s division and corporate overhead with respect to the Project.¹

Owner Indemnitees. “Owner Indemnitees” shall mean Owner, its shareholders, partners, members, officers, directors, and employees.

Owner Development Documents. “Owner Development Documents” collectively, and each individually an “Owner Development Document” refers to any documents, instruments, agreements, consents, approvals, applications, maps, plats, plans, easements, conveyances, dedications and requests related to the Work, approved by Builder, and required to be provided or executed by the fee title owner of the Property.

Project. “Project” shall mean the residential development intended to be constructed on the Land as described in Recital A, including the Residences and other Builder Improvements to be constructed by Builder as contemplated in this Agreement.

Exhibit E - 2

Project Budget. “Project Budget” shall mean the budget for Builder’s construction, marketing, sale and after-sale customer service and warranty service for the Project, a copy of which is attached as Exhibit “C” hereto, as such budget may hereinafter be updated or amended.²

Project Engineer. “Project Engineer” refers to [   ].

Reimbursable Costs. “Reimbursable Costs” shall mean those costs and expenses incurred by Builder in performing the Work as more particularly described on Exhibit “D” attached hereto.

Residence. “Residence” shall mean one or more of the following types of residential improvement planned for the Land:

(a) If a condominium plan or condominium plans has been filed of record against all or a portion of the Land, “Residence” shall mean an estate in real property as defined in [state specific provision(s) to be added] or any similar statute hereinafter enacted consisting of an undivided interest in all or a portion of the Land together with, where applicable, a separate interest in space in a condominium unit, as shown on such plan(s); or

(b) For portions of the Land not subject to a condominium plan or plans, “Residence” shall mean and refer to a residential lot together with the single-family dwelling unit constructed thereon; or

(c) “Residence” shall also mean and refer to an individual interest in a stock cooperative or in a community apartment project.

Sales and Marketing Fee. “Sales and Marketing Fee” shall mean a fee payable to Builder for Builder’s efforts to market and sell the Residences to members of the homebuying public.³

Sales Price. “Sales Price” shall mean the gross revenue charged by Builder for the sale of a Residence to a homebuyer, which amount is subject to Owner’s commercially reasonable approval.

Sales Terms. “Sales Terms” shall have the meaning set forth in Section    below.

State. “State” shall mean the state in which the Land is located.

Warranty Service. “Warranty Service” shall mean the provided by Builder to Residence owners under Section    of this Agreement.

Work. “Work” shall mean the Construction Work, the Marketing and Sales Work and the Customer/Warranty Work.

ARTICLE II

Land

2.1 Land. This Agreement sets forth the rights and obligations of Owner and Builder concerning the Land, the construction of the Builder Improvements, and the marketing, sale and post-sale servicing of the Residences. [Modify as necessary to describe and clarify any mapping/condo issues]

Exhibit E - 3

ARTICLE III

Engagement; Performance of Work

3.1 Engagement. Subject to the terms and conditions set forth in this Agreement, Owner hereby engages Builder, and Builder accepts such engagement and agrees to use Builder’s commercially reasonable efforts, to: (a) construct the Builder

Improvements pursuant to plans approved by the governmental agency with jurisdiction, (b) market and sell the Residences, (c) perform the Customer Service Work, (d) perform the Warranty Work and (e) perform additional obligations that Owner requests Builder to perform and Builder agrees in its sole discretion to perform, as documented by a written amendment to this Agreement executed by Owner and Builder.

3.2 Permits and Licenses.

(a) General Contractor’s License. Builder acknowledges that Builder will act as Owner’s general contractor for purposes of constructing the Builder Improvements. Builder’s general contractor’s license, if applicable, is set forth after Builder’s name in the first paragraph of this Agreement. [additional State specific provisions and requirements to be added, if any] Builder agrees to maintain such general contractor’s license in full force and effect and in good standing during the entire term of this Agreement. In addition, all Contractors are required by California law to be licensed and are regulated by the Contractor’s State License Board.

(b) Real Estate Broker’s License. Builder acknowledges that Builder will act as Owner’s broker for purposes of marketing and selling the Residences as contemplated in this Agreement. If applicable, Builder’s State real estate broker’s license is set forth beneath Builder’s signature on the last page of the body of this Agreement. [applicable additional State specific provisions and requirements to be added, if any] Builder agrees to maintain such State real estate broker’s license in full force and effect and in good standing during the entire term of this Agreement. In addition, to the extent required by the State, all real estate sales personnel working for Builder must be properly licensed in the State and supervised.

(c) General Business License. Builder agrees to maintain such other general business licenses as may be required to perform the Work in full force and effect and in good standing during the entire term of this Agreement.

(d)  Licensing. The parties acknowledge that Work and services to be provided and/or performed under this Agreement may be subject to state and federal licensing laws and requirements including without limitation those applicable to contractors, brokers, and/or sales agents (the “Licensing Requirements”). Any and all such Work or services requiring a license shall be deemed “Licensed Work.” “Applicable Licensed Party” shall mean Builder or, where applicable, an affiliate of Builder, holding the requisite license or licenses in the State in which the Project is located. All Licensed Work shall be performed (or caused to be performed) by the Applicable Licensed Party. Only the Applicable Licensed Party shall be obligated to perform the applicable License Work. All references in this Agreement or the documents executed in connection herewith permitting or requiring the performance of Licensed Work shall be interpreted as requiring such Licensed Work to be performed only by the Applicable Licensed Party (and not any other party). The parties agree to execute such additional assurances, documents or confirmations, each in form and substance reasonably acceptable to such party, as are required for Owner, Builder, any other Applicable Licensed Party to comply with the Licensing Requirements. Notwithstanding the foregoing, if Builder is unable to secure a necessary license because Builder is not the Owner of the land or for any reason beyond Builder’s direct control, then the parties shall cooperate to seek an alternative at no cost to Builder. Builder shall be entitled to terminate this Agreement if it is unable to obtain a necessary license and the parties cannot find such an alternative. The terms and conditions of this section shall survive the termination of this Agreement for all purposes.

ARTICLE IV

Condition of the Land/Accept Land “AS IS”

4.1 Condition of Land; No Representations by Owner.

(a) Condition of Land. Builder is familiar with the condition of the Land and has made or will make such independent investigations as Builder deems necessary or appropriate concerning the condition of the Land and the development, construction, marketing and sale of Residences and Applicable Law.

(b) No Owner Representations. Builder is relying and will rely solely upon its own inspection, investigation, analyses and knowledge of the condition of the Land and is not relying in any way upon any representations, statements, agreements, warranties, studies, reports, descriptions, guidelines or other information or material furnished by Owner, whether oral or written, express or implied, of any nature whatsoever regarding any such matters.

4.2 Accept Land “AS IS”. At the time that Builder commences any Construction Work on the Land, Builder accepts the Land in “as-is, where is” condition, with all defects, whether latent or patent. Builder acknowledges that Owner has not made any representation or warranty with respect to the condition of the Land or its suitability for the Construction Work. To the maximum extent permitted by law, Builder hereby waives, releases and discharges Owner and the other Owner Indemnitees from any and all claims, damages, liabilities, actions, liens, losses, causes of action, demands, penalties, costs or expenses arising from, related to, or in connection with the condition of the Land, including without limitation any defects therein, latent or patent.

Exhibit E - 4

Builder understands that it may later discover facts in addition to or different from the facts it now believes to be true and that it may later discover claims it does not now suspect. The parties intend for this release to operate as a final and irrevocable release of all of Builder’s claims, if any, related to the condition of the Land and accordingly agree that this release may not be terminated or rescinded because of any later discovery by Builder of different or additional facts or any unknown or unsuspected past claim. [add state specific waivers, if any]

4.3 Specific Disclosures by Owner. Specific disclosures about the Land, if any, are set forth on Exhibit “E” attached hereto.

4.4 Builder’s Disclosures to Homebuyers. Builder agrees to cause disclosure of all matters concerning the Land, Project and Residences that Builder determines are necessary or desirable in the Final Subdivision Public Reports [state specific provision(s) to be added] for the Project obtained by Builder or such other disclosure forms as may be permitted or required by law. In addition, Builder shall cause each Homebuyer to sign, prior to the execution of a purchase agreement for a Residence, a disclosure notice for such matters, if any, as may be requested by Owner from time to time, and in such form provided to Builder by Owner from time to time. Notwithstanding anything to the contrary in the foregoing, Builder acknowledges and agrees that Builder shall be solely responsible for providing all disclosures and information to the Homebuyers required by Applicable Law.

ARTICLE V

Residence Product Type

5.1 Product Type. Generally, the specifications for Residences shall conform to Builder’s existing product types/offerings for the Land, including when applicable the “everything included” and/or “next gen” offerings. Any changes proposed by Owner to the pre-existing product type or spec levels for Residences shall be subject to Builder’s approval; provided that if the changes proposed by Owner are consistent with other residence product types Builder constructs in the Applicable Market, Builder’s approval shall not be unreasonably withheld. Owner shall pay all costs and expenses arising from any such Owner initiated changes (e.g., costs of modifying architectural plans).

ARTICLE VI

Construction Process

6.1 In General. Builder may select all of its suppliers, Contractors, and consultants it deems necessary or desirable to perform the Construction Work. Builder shall engage in bidding and contracting with such suppliers, Contractors and consultants consistent with its standard bidding and contracting practices for residences it constructs for its own account.

6.2 Construction in Phases. Builder shall construct the Residences in phases consistent with its customary practice in the Applicable Market, taking into account the specific construction logistics applicable to the Land including any applicable requirements of all governing and regulatory agencies with jurisdiction (each a “Phase”) [Add State specific references, as applicable]. Builder shall also build other Builder Improvements when and as Builder would build them in a residential project similar to the Project that Builder builds for its own account.

6.3 Project Schedule. Builder shall provide a proposed schedule for construction of Builder Improvements and marketing and sale of the Residences for Owner’s reasonable approval. If Owner objects to Builder’s proposed schedule, Owner shall provide an alternate schedule for Builder’s reasonable approval. The parties shall continue to exchange proposed schedules until there is a mutually approved schedule (the “Approved Schedule”). Builder makes no representation regarding the timelines and deadlines in the Approved Schedule. Owner shall bear the risk of Project delays and Builder shall have no liability with respect thereto. Upon either parties request, the Approved Schedule may be further updated, subject to the other parties’ reasonable approval.

6.4 Project Budget Updates. From time to time, Builder may update the Budget Information and/or Project Budget as actual costs are incurred or projected. From time to time, Owner may request that Builder provide updated Budget Information and/or an updated Project Budget. Builder makes no representation regarding the Budget Information and/or Project Budget and Owner shall bear the risk that the actual costs and expenses exceed the estimated/budgeted costs.

6.5 No Liens. Builder shall indemnify, defend and hold harmless each of the Owner Indemnitees from and against mechanic’s liens or claims served on Owner or recorded against the Land that arise out of performance of the Construction Work by Builder or the Builder’s Representatives. Builder shall pay or cause to be paid all of such liens or claims before any action is brought to enforce the same against the Land but, except to the extent caused by the gross negligence or willful misconduct of Builder or Builder’s Representatives or any breach by Builder of its obligations, representations or

Exhibit E - 5

warranties under this Agreement, the cost of resolving such liens or claims shall be a Reimbursable Cost. However, Builder shall pay, not as a Reimbursable Cost any such lien or claim arising out of the gross negligence or willful misconduct of Builder or Builder Representatives or any breach by Builder of its obligations, representations or warranties under this Agreement. However, notwithstanding the foregoing, if Builder in good faith contests the validity of such lien or claim for which Builder must pay without reimbursement, then Builder may contest same so long as Builder shall, at its expense, and not as a Reimbursable Cost, (i) procure and record or furnish to Owner a surety bond or other acceptable security satisfactory to Owner in an amount at least equal to such contested lien or claim indemnifying the Owner Indemnitees against liability for the same, and holding the Land free from the effect of any lien, claim or demand and (ii) defend the Owner Indemnitees and the Land against the same and pay and satisfy any adverse judgment that may be rendered thereon before the enforcement thereof against any Owner Indemnitee or the Land, all of which shall be paid by Builder and not as a Reimbursable Cost.

6.6 Owner Cooperation. Within five (5) business days of the written request of Builder, Owner will cooperate with Builder and expeditiously execute and deliver (and where applicable acknowledge) all Owner Development Documents.

6.7 Force Majeure. If the Work is prevented or delayed by reason of acts of God, casualty, insurrection, strikes, war, terrorism, lockouts, pandemic, supply chain delays, governmental order (including health orders), labor disputes, governmental delay, pandemic, adverse weather conditions or any other causes, acts, or occurrences beyond Builder’s control (any of the foregoing being a “Force Majeure Event”), then in any such event Builder’s performance shall be excused for the period of the Force Majeure Event and Builder shall be permitted to extend the applicable time(s) for performance and extend any impacted timelines/deadlines in the Approved Schedule.

ARTICLE VII

Marketing and Sale of Residences

7.1 Marketing of Residences. Builder shall provide marketing services for the Residences consistent with its marketing practices for homes constructed for its own account in the Applicable Market. Marketing services shall include, as determined by Builder in its discretion, maintaining a model home complex and sales office and a marketing and merchandising program for the sale of the Residences.

7.2 Sale of Residences. To the maximum extent permitted by Applicable Law and any applicable Licensing Requirements, Builder (rather than Owner) will contract with all homebuyers for the sale of Residences. Within five (5) business days of Builder’s request, Owner will transfer to Builder any and all Residence and common area lots on the Land necessary or convenient to facilitate Builder’s sale of Residences and/or the construction of other Builder Improvements, if any. In connection with any such conveyances, Owner shall be entitled to reserve easements and other similar rights for the benefit of any portion of the Land still owned by Owner. For avoidance of doubt, the provisions and obligations under this Section shall survive any termination of this Agreement.

7.3 Sales Terms. Owner shall be entitled to determine, in its commercially reasonable discretion, the Sales Price and any related incentives offered to homebuyers (“Sales Terms”). Upon Builder’s request from time to time, Owner shall provide Builder with the pre-approved Sales Terms. Upon receipt thereof, Builder shall be authorized to enter into homebuyer contracts utilizing such approved Sales Terms.

7.4 Closing of Residence Sales. Builder shall have the right to close Residence sales through CalAtlantic/Lennar Title or another title company designated by Builder and approved by Owner, which approval shall not be withheld unless the services and cost of such other title company are materially less favorable than national escrow/title company competitors. In connection therewith, Builder and Owner will deliver joint escrow instructions to the escrow holder, pursuant to which in connection with all homebuyer Residence closings: (a) Builder will receive payment of Reimbursable Costs, Management Fee, Sales and Marketing Fee, Overhead Fee, and other amounts payable by Owner to Builder and (b) Owner will receive the remaining net proceeds of such sale. The foregoing escrow payments may, in some cases, be made on an estimated basis and in any event are subject to true-up as provided below.

7.5 Sales and Expense Reports. Commencing the first Residence sale and, thereafter, on a quarterly basis until all Residences are sold, Builder shall prepare and deliver to Owner a final sales and expense report for all Residences sold prior to such reporting date, including the cumulative total of all Reimbursable Costs and other amounts payable by Owner. Within ten (10) business days after Builder’s delivery of such report to Owner, Owner or Builder (as applicable) shall make the payment necessary to true-up Owner’s cumulative payments made to Builder to the actual amounts Owner then owes to Builder.

Exhibit E - 6

ARTICLE VIII

Customer Service and Warranty Service

Builder shall perform the Customer Service and Warranty Service described below for the Project.

8.1 Customer Service. Builder shall coordinate with the Contractors to respond to post-sale requests by Residence homebuyers for customer service during the 1-year “fit and finish” period described in [   ]. (“Customer Service”). [state or project specific provision(s) to be added]

8.2 Warranty Service. Builder shall coordinate with the Contractors to respond to requests for warranty repairs by Residence owners under any Homebuyer Warranty (“Warranty Service”).

8.3 Service Program. Builder shall perform such Customer Service and Warranty Service consistent with the respective services it provides for residential projects it builds and sells for its own account in the Applicable Market including without limitation: (a) accepting telephone calls and electronic or written correspondence from homebuyers regarding requests for Customer Service and/or Warranty Service and (b) having a customer service representative respond timely to such communications.

ARTICLE IX

Compensation to Builder

9.1 Construction at Cost. Owner shall pay Builder the costs and expenses incurred by Builder to construct the Builder Improvements, subject to certain deemed cost allocations further described below (each a “Reimbursable Cost” and collectively the “Reimbursable Costs”); provided, however, that Reimbursable Costs will not include: (a) costs which are in the original site development budget for the Program Transaction and/or (b) costs arising from the gross negligence or willful misconduct of Builder or the Builder Representatives.

9.2 Payment of Fees. In consideration of Builder’s performance of this Agreement, Owner shall pay Builder the following fees (“Fees”).

(a) Management Fee. A construction management fee in an amount equal to twenty percent (20%) of Reimbursable Costs (excluding the Overhead Fee and Sales and Marketing Fee) which amount shall be payable monthly (the “Management Fee”).

(b) Sales and Marketing Fee. A sales and marketing fee (“Sales and Marketing Fee”) for Builder’s Marketing and Sales Work.

(c) Overhead Fee. An overhead fee (“Overhead Fee”) for Builder’s division and corporate overhead with respect to the Project.

9.3 Payment Monthly. Owner shall pay Builder the Reimbursable Costs, the Management Fee, the Sales and Marketing Fee and the Overhead Fee on a monthly basis (each, a “Monthly Payment” and collectively, the “Monthly Payments”) within five (5) business days after Builder’s submission to Owner of a customary application for payment accompanied by customary lien releases from major Contractors which performed the Construction Work covered by Builder’s application for payment request.

9.4 Land Carrying Costs. Owner shall pay for all carrying costs and expenses (such as property taxes) related to owning the Land and, if paid by Builder, such amounts shall be reimbursed by Owner as a Reimbursable Cost.

ARTICLE X

Insurance and Indemnity

10.1 Insurance. Builder will insure Owner (as an additional insured) and the Project under its then-current general liability insurance and builder’s risk insurance program for the State in which the Land is located, if any. Owner acknowledges that Builder’s insurance program may change from time to time and that Builder’s obligation under this Agreement is to provide the same general liability and builder’s risk insurance coverage to the Project as Builder customarily provides to other residential projects in the Applicable Market that that Builder develops and sells for its own account, if any.

Exhibit E - 7

10.2 Indemnity. Builder shall indemnify, defend and hold harmless each of the Owner Indemnitees from and against third party claims, costs, expenses and liabilities (individually, a “Claim” and collectively, “Claims”) arising from Builder’s construction and sale of a Residence or Builder’s default under this Agreement. Notwithstanding the foregoing, Builder’s indemnity obligations under this Section shall not apply to a Claim to the extent arising from a material default under this Agreement by Owner and/or the gross negligence or willful misconduct of an Owner Indemnitee. The obligations of Builder under this Section create an independent duty on the part of Builder to defend at Builder’s expense by counsel reasonably satisfactory to Owner and to indemnify Owner and the other Owner Indemnitees as provided above.

ARTICLE XI

Right to Terminate

11.1 Termination by Owner. Owner shall have the right, upon thirty (30) days’ notice to Builder, to terminate work on Builder Improvements for convenience (an “Owner Termination”). In any such event, Builder shall have the right (but not the obligation) to complete the construction and/or sale of any and all Residences in any Phase in which construction has previously commenced along with the construction of other Builder Improvements necessary to sell such Residences and/or the right to remove any partially constructed Residences. Owner shall pay all Reimbursable Costs for those Builder Improvements so completed by Builder. However, upon receipt of an Owner Termination notice, Builder shall not commence vertical construction of Residences in any new Phase in which construction has not previously commenced.

11.2 Termination by Builder. In the event of an Owner material default (after expiration of notice and cure period) or the occurrence of an Impasse (as defined below) or the occurrence of a “Dispute” or “Conveyance Default” under the Master Option Agreement, Builder shall have the right to terminate this Agreement (a “Builder Termination”), in which case Builder shall have the right (but not the obligation) to complete the construction and/or sale of any and all Residences in any Phase in which construction has previously commenced along with the construction of other Builder Improvements necessary to sell such Residences and/or the right to remove any partially constructed Residences.

11.3 Impasse. Owner acknowledges and agrees that Builder shall have sole discretion as to the manner and standards of performing the Work including, without limitation all matters related to construction of the Residences (the “Construction Methods and Standards”). In the event of any material disagreement under this Agreement, including without limitation regarding the Construction Methods and Standards, then Builder shall be entitled, in its sole discretion, to declare an impasse (an “Impasse”). Builder may stop all Work during the pendency of any such Impasse. Builder and Owner shall meet and confer in good faith concerning any such Impasse. If the Impasse is not resolved to Builder’s satisfaction (in its sole discretion) within ten (10) business days, then thereafter Builder may, upon written notice to Owner cause a Builder Termination.

11.4 Owner’s Continuing Payments. In the event of an Owner Termination or Builder Termination, Owner shall (a) continue to pay Builder for all Reimbursable Costs and the Management Fee; (b) reimburse Builder, as part of the Reimbursable Costs, for all costs related to such termination including any demobilization costs, subcontractor termination fees or penalties, and the costs of unused materials; and (c) continue to pay Builder the Reimbursable Costs and Management Fee for the period through and including the sale of all Production Homes for which framing has commenced, all calculated based upon the most recent sales value for Homebuyer Closings. In addition, Owner shall replace all bonds previously posted by Builder in connection with the undeveloped lots and Builder shall have the right to specifically enforce Owner’s surviving obligations under this Agreement (including the obligation to convey Residences to Builder as contemplated herein).

ARTICLE XII

Default and Remedies

12.1 Default. The occurrence of any of the shall be a material default hereunder:

(a) For any amount owing and unpaid hereunder by one party to another, the failure to pay such amount within ten (10) days after written notice from the party due such payment.

(b) For a failure by either party to perform any other act required hereby or to refrain from performing an act prohibited hereby if the failing party does not cure such failure within thirty (30) days after written notice from the other party.

Exhibit E - 8

(c) A party admits in writing its inability to pay its debts when due, or shall make an assignment for the benefit of creditors; or shall apply for or consent to the appointment of any receiver, trustee or similar officer for it, or for all or any substantial part of its property; or such party shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debts, dissolution, liquidation, or similar proceedings relating to it, or under the laws of any jurisdiction; or

(d) A receiver, trustee or similar officer shall be appointed for a party or for all or any substantial part of its property without the application or consent of the other party, and such appointment shall continue undischarged for a period of thirty (30) days; or any bankruptcy, insolvency, reorganization, arrangements, readjustment of debt, dissolution, liquidation or similar proceedings shall be instituted (by petition, application or otherwise) against such party and shall remain undismissed for a period of forty-five (45) days.

12.2 Remedies. In the event of a material default hereunder by one party, the other party shall have the following remedies:

(a) Bring an action for damages for breach of contract; or

(b) (b) Pursue any other legal remedy under this Agreement or as may be allowed at law or in equity; provided, however, that (i) each party hereby expressly waives the right to seek or recover any indirect, consequential, exemplary, or punitive damages under (or in connection with) this Agreement; and (ii) the foregoing limitation on the recovery of damages shall not limit any Party’s rights or remedies under the other agreements between the parties.

ARTICLE XIII

Miscellaneous Provisions

13.1 Amendments. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally or in writing, except that any term of this Agreement may be amended by a writing signed by the parties, and the observance of any such term may be waived (either generally or in a particular instance and either retroactively or prospectively) by a writing signed by the party against whom such waiver is to be asserted.

13.2 Notices. All notices or other communications provided for or permitted hereunder shall be made in writing by hand-delivery, commercial overnight delivery service, pre-paid certified mail, return receipt requested or email:

Exhibit E - 9

All such notices or other communications shall be deemed to have been given as follows: if given by hand delivery or commercial delivery service, upon delivery; if given by certified mail, three (3) business days following deposit in the United States Postal Service; or if given by email, upon the earlier of: (i) the date the recipient actually received and read the notice as evidenced by the recipient’s (non-automatic) reply to such notice or other competent evidence of actual receipt, or (ii) the deemed given date of duplicate notice given by the sender by any mode of transmission allowed above other than email. Notice to a party shall not be effective unless and until each required copy of such notice is given. The inability to deliver a notice because of a changed address of which no notice was given, or any rejection or other refusal to accept any notice, shall be deemed to be the receipt of the notice as of the date of such inability to deliver or rejection or refusal to accept. However, notwithstanding the foregoing, an inoperative or incorrect email address shall not have a deemed receipt effect. Any notice to be given by any party hereto may be given by legal counsel for such party. Any party may from time to time, by written notice to the other, designate a different address which shall be substituted for that specified above.

13.3 Captions and Headings. The captions and headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

13.4 Time of Essence. Except as otherwise provided herein, time is of the essence with respect to all provisions of this Agreement in which a definite time for performance is specified; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefit of any grace period provided for in this Agreement.

13.5 Governing Law; Interpretation. This Agreement shall be governed by and construed in accordance with the internal laws of the State in which the Project is located applicable to agreements made and to be performed within the state. This Agreement has been negotiated at arm’s length and between persons sophisticated and knowledgeable in the matters dealt with in this Agreement. In addition, each party has been represented by experienced and knowledgeable legal counsel. Accordingly, any rule of law [state specific provision(s) to be added, if applicable] or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the purpose of the parties and this Agreement.

13.6 Order of Reference.⁴ The parties hereto agree that the State Courts located in ____________ County, California (“Court”) shall have exclusive jurisdiction over any action or proceeding brought to enforce or interpret any provision of this Agreement or otherwise arising out of the transaction described herein (“Action”), and the parties hereby consent to the exercise of personal jurisdiction over them by the Court for purposes of resolving the Action. Any party may file a complaint with the Court, and in no other court. However, upon the filing of the complaint, the filing party shall file therewith an application for an order for general judicial reference pursuant to California Code of Civil Procedure Sections 638, et seq. The parties shall cooperate in stipulating to the granting of the application. The application shall request a referral to a retired judge or justice from the [      ] County panel members of JAMS. The parties shall stipulate as to the specific judge or justice within five (5) business days after service of the complaint, and the filing party shall amend the application to include said referee. If either party refuses to so stipulate to judicial reference or a to specific referee within the five (5) business days after service of the complaint, the other party may move for said order and appointment by the Court. The referee shall try all of the issues including all pre-trial and post-trial hearings, motions and matters of any kind whether of fact or of law and report a statement of decision thereon which shall stand as a decision of the Court. The referee shall have all the powers of a regular sitting Superior Court judge including without limitation the power to impose sanctions and to hold in contempt, and to hear post-hearing motions. Discovery shall be permitted in accordance with law and must be completed no later than ten (10) calendar days prior to the date first set for trial. A court reporter at the trial may be requested by any party, provided that the record shall remain confidential except as may be necessary for post-hearing motions and any appeals. The trial must commence within one hundred twenty (120) calendar days after the date of appointment of the referee. Should JAMS, or a successor of JAMS, not be in existence at the time an Action arises, the parties agree to jointly select in good faith an alternate organization offering at that time services substantially similar to those now offered by JAMS and, when so selected, such alternate organization shall be substituted for JAMS wherever JAMS is referred to herein. Each party shall share equally in the fees and costs of JAMS and the referee.

THE PARTIES RECOGNIZE AND AGREE THAT ALL ACTIONS RESOLVED UNDER THIS ORDER OF REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY, AND THAT THEY HAVE AGREED TO THIS REFERENCE PROVISION AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY AND TO THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY AND ALL ACTIONS.

Exhibit E - 10

13.7 Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected, it being intended that all other rights and privileges shall be enforceable to the fullest extent permitted by law.

13.8 Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes any and all prior restrictions, promises, representations, warranties, agreements, understandings and undertakings between the parties with respect to such subject matter and there are no restrictions, promises, representations, warranties, agreements, understandings or undertakings with respect to such subject matter other than those set forth or referred to herein.

13.9 Waiver. No delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

13.10 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties. Without the prior written consent of the other party, in its sole and absolute discretion, neither party may assign its rights under this Agreement; provided, however, that without Owner’s consent Builder may assign its rights, and delegate its obligations, hereunder to any person or entity which controls, is controlled by or is under the common control with Builder, or to any corporation into or with which Builder may be merged or consolidated, to any partnership or limited liability company in which Builder or one of its subsidiaries is a partner or member, as the case may be, or to any person or entity which purchases all or substantially all of the assets of Builder. As used in this Section, “control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the applicable entity, whether through the ownership of voting securities, by contract or otherwise. The terms “controlling” and “controlled” have the meanings correlative to the foregoing.

13.11 No Third Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the parties hereto and their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provisions herein contained, this Agreement and any conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and their respective successors and assigns, and for the benefit of no other person.

13.12 Performance of Acts on Business Days. Unless specifically stated to the contrary, all references to days herein shall be deemed to refer to calendar days. In the event that the final date for payment of any amount, performance of any act, or the end of any other period hereunder falls on a Saturday, Sunday or holiday, such payment may be made, such act may be performed, or such period shall end, as the case may be, on the next succeeding business day.

13.13 Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This Agreement may also be delivered by electronic mail transmission (in pdf or similar format including by electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) with the same force and effect as if an original executed counterpart “hard” copy of this Agreement had been delivered by the delivering party. No party may raise the use of any image transmission device or method or the fact that any signature was transmitted as an image as a defense to the enforcement of this Agreement. At the request of either party, the parties will confirm signatures by signing and delivering an original document.

13.14 No Partnership. Builder and Owner expressly acknowledge and agree that they are not joint venturers or partners, and neither party has fiduciary duties to the other, in any manner whatsoever, in connection with the Work contemplated under this Agreement. Neither anything in this Agreement or in any other agreement or instrument, nor any communication or other action between the parties relating to the Project, is intended or shall be construed to create a joint venture or partnership between Builder and Owner or their respective owners or a fiduciary duty of one party to the other.

13.15 Limited Liability. Notwithstanding anything to the contrary contained herein, no partner, member, officer, director, member, agent or employee of Builder or Owner (each, a “Nonrecourse Party”) shall be personally liable in any manner or to any extent under or in connection with this Agreement. The limitation of liability provided in the preceding sentence is in addition to, and not in limitation of, any limitation on liability applicable to a Nonrecourse Party under Applicable Law.