EX-10.1



 Exhibit 10.1 

EXECUTION COPY 
 PURCHASE
AGREEMENT 
 This PURCHASE AGREEMENT (this “Agreement”) is entered into as of January 31, 2017 by and between
Taylor Morrison Home Corporation, a Delaware corporation (the “Company”) and each of the parties identified on Schedule I hereto (each a “Seller” and collectively, the “Sellers”). 

Background 
 A.
Each Seller desires to sell to the Company, at the price and upon the terms and conditions set forth in this Agreement, the number of common units (the “Common Units”) of TMM Holdings II Limited Partnership, a limited partnership
formed under the laws of the Cayman Islands (the “Partnership”), and a corresponding number of shares of the Company’s Class B common stock, $0.00001 par value per share (the “Class B Common Stock”) set forth
opposite such Seller’s name on Schedule I hereto (each such Common Unit together with its corresponding share of Class B Common Stock to be sold by such Seller, a “Purchased Interest” of such Seller); 

B. The Company desires to purchase each Seller’s Purchased Interests (and Additional Purchased Interests, if any) at the price and upon
the terms and conditions set forth in this Agreement (the “Purchases”); 
 C. The Company is conducting a public offering
(the “Public Offering”) of shares of its Class A common stock (the “Underwritten Shares”) pursuant to an Underwriting Agreement, dated January 31, 2017 (the “Underwriting Agreement”); 

D. The Company intends to use the proceeds received from the Public Offering to complete the Purchases. 

E. The board of directors of the Company has approved the transactions contemplated by this Agreement for purposes of Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange Act”), which approval is intended to exempt each disposition by each Seller of its respective Purchased Interests to the extent that it
or any person affiliated with it may be deemed an officer or director of the Company, including a “director by deputization,” from Section 16(b) of the Exchange Act. 

THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned hereby agree as follows: 
 Agreement 

1. Purchase. 
 (a) At
the Closing (as defined below), subject to the satisfaction of the conditions and to the terms set forth in paragraphs 1(b) and 1(c) below, each Seller, severally and not jointly, hereby agrees to transfer, assign, sell, convey and








 
deliver to the Company 100% of its right, title and interest in and to such Seller’s Purchased Interests, and the Company hereby agrees to purchase such Purchased Interests at a purchase
price per Purchased Interest equal to the per share price at which the Company sells the Underwritten Shares to the underwriters in the Public Offering (the “Per Share Purchase Price”). In addition, in the event that the
underwriters named in the Underwriting Agreement purchase Optional Securities (as defined in the Underwriting Agreement) on any date, at the applicable Additional Closing (as defined below), subject to the satisfaction of the conditions and to the
terms set forth in paragraphs 1(b) and 1(c) below, the Company hereby agrees to purchase, and each Seller, severally and not jointly, hereby agrees to transfer, assign, sell, convey and deliver to the Company a number of additional Common Units and
corresponding number of shares of Class B common stock in an amount with respect to such Seller equal to the Applicable Percentage set forth opposite its name on Schedule I hereto, multiplied by the total number of Optional Securities purchased (as
rounded by the Company in its sole discretion to the next higher or lower whole number) (each such Common Unit together with its corresponding share of Class B Common Stock to be sold by such Seller, an “Additional Purchased
Interest” of such Seller), at a purchase price per Additional Purchased Interest equal to the Per Share Purchase Price. Notwithstanding the foregoing, in no event shall any Seller be obligated to sell more than the number of Additional
Purchased Interests set forth opposite its name on Schedule I hereto in any one or more Additional Closings. 
 (b) The obligations of the
Company to purchase the Purchased Interests from any Seller shall be subject to (i) the closing of the Public Offering, (ii) the representations and warranties of such Seller being true and correct in all material respects as of the
Closing and (iii) such Seller having complied in all material respects with all of the covenants required to be performed by such Seller on or prior to the Closing. The obligations of the Company to purchase any Additional Purchased Interests
from any Seller shall be subject to (i) the closing of the Public Offering and the applicable sale of the Optional Securities to the underwriters prior to the applicable Additional Closing, (ii) the representations and warranties of such
Seller being true and correct in all material respects as of the Additional Closing and (iii) such Seller having complied in all material respects with all of the covenants required to be performed by such Seller on or prior to the Additional
Closing. 
 (c) The closing of the sale of the Purchased Securities (the “Closing”) shall take place immediately following
the closing of the Public Offering, at the offices of the Company, or at such other time and place as may be agreed upon by the Company and the Sellers. Each closing of Additional Purchased Interests, if any (an “Additional
Closing”), shall take place from time to time after the Closing promptly after receipt by the Company of written notice from the Representatives (as defined in the Underwriting Agreement) pursuant to Section 3 of the Underwriting
Agreement, at the offices of the Company, or at such other time and place as may be agreed upon by the Company and the Sellers. 
 (d) At
the Closing and each Additional Closing, each Seller shall deliver to the Company or as instructed by the Company duly executed transfer powers relating to such Seller’s Purchased Interests or Additional Purchased Interests, as


  
 2 








 
applicable, and the Company agrees to deliver to such Seller the Applicable Purchase Price by wire transfer of immediately available funds to the account(s) specified in writing by such Seller.
“Applicable Purchase Price” means, with respect to any Seller, the product of the Per Share Purchase Price and the aggregate number of Purchased Interests or Additional Purchased Interests, as applicable, being sold by such Seller
pursuant to the terms of this Agreement. 
 (e) Neither the Company nor any of its affiliates intends to withhold any amounts payable
pursuant to this Agreement pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”). If the Internal Revenue Service issues a Notice of Proposed Adjustment (or similar Notice) that the Company
was required to withhold and remit tax under Section 1445 of the Code on the proceeds payable to a Seller pursuant to this Agreement, then at the Company’s request, such Seller shall use commercially reasonable efforts to provide within 30
days evidence (intended to be sufficient to satisfy the requirements of United States Treasury Regulations Section 1.1445-1(e)(3)) that such Seller has filed all federal income tax returns required to be filed by such Seller (and paid all
federal income tax shown as due from such Seller on such returns) with respect to the Purchase from such Seller pursuant to this Agreement; provided, however, at the election of such Seller, such Seller may provide any such evidence directly to the
Internal Revenue Service and not to the Company or any other third-party. 
 2. Company Representations. In connection with the
transactions contemplated hereby, the Company represents and warrants as of the date hereof to the Sellers that: 
 (a) The Company is a
corporation duly organized and validly existing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the
transactions contemplated hereby. 
 (b) This Agreement has been duly authorized, executed and delivered by the Company and constitutes a
valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting enforcement of creditors’ rights
or by general equitable principles. 
 (c) The execution, delivery and performance by the Company of this Agreement and the consummation of
the transactions herein contemplated will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (ii) violate any
provision of the certificate of incorporation or by-laws, or other organizational documents, as applicable, of the Company or its subsidiaries or (iii) violate any statute or any order, rule 

  
 3 








 
or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, in the case of each such clause, after giving
effect to any consents, approvals, authorizations, orders, registrations, qualifications, waivers and amendments as will have been obtained or made as of the date of this Agreement, and except, in the case of clauses (i) and (ii), as would not
reasonably be expected to have a material adverse effect on (A) the business, operations, results of operations, properties, assets or condition (financial or otherwise) of the Company, the Partnership and its subsidiaries, taken as a whole, or
(B) the ability of the Company to consummate the transactions contemplated by this Agreement (a “Material Adverse Effect”); and no consent, approval, authorization, order, registration or qualification of or with any such court
or governmental agency or body is required for the execution, delivery and performance by the Company of its obligations under this Agreement, including the consummation by the Company of the transactions contemplated by this Agreement, except where
the failure to obtain or make any such consent, approval, authorization, order, registration or qualification would not reasonably be expected to have a Material Adverse Effect. 

3. Representations of the Sellers. In connection with the transactions contemplated hereby, each of the Sellers, severally and not
jointly, represents and warrants to the Company as of the date hereof and covenants and agrees that: 
 (a) Such Seller is duly organized
and existing under the laws of its jurisdiction of organization. 
 (b) All consents, approvals, authorizations and orders necessary for
the execution and delivery by such Seller of this Agreement and for the sale and delivery of the Purchased Interests and the Additional Purchased Interests, if any, to be sold by such Seller hereunder, have been obtained; and such Seller has full
right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Purchased Interests and the Additional Purchased Interests, if any, to be sold by such Seller hereunder, except for such consents, approvals,
authorizations and orders as would not impair in any material respect the consummation of such Seller’s obligations hereunder. 
 (c)
This Agreement has been duly executed and delivered by such Seller and constitutes a valid and binding agreement of such Seller, enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy,
insolvency, reorganization or other laws affecting enforcement of creditors’ rights or by general equitable principles. 
 (d) The
sale of the Purchased Interests and Additional Purchased Interests, if any, to be sold by such Seller hereunder and the compliance by such Seller with all of the provisions of this Agreement and the consummation of the transactions contemplated
herein (i) does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which such Seller is a party or by which such Seller is bound or to which 

  
 4 








 
any of the property or assets of such Seller is subject as of the date hereof, (ii) nor will such action result in any violation of the provisions of any organizational or similar documents
pursuant to which such Seller was formed (to the extent such Seller is not an individual) or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over such Seller or the property of such
Seller; except in the case of clause (i) or clause (ii), for such conflicts, breaches, violations or defaults as would not impair in any material respect the consummation of such Seller’s obligations hereunder. 

(e) As of the date hereof and immediately prior to the delivery of the Purchased Interests to the Company at the Closing or the Additional
Purchased Interests to the Company at the applicable Additional Closing, such Seller holds good and valid title to the Purchased Interests or to the Additional Purchased Interests to be sold at the Closing or such Additional Closing, as applicable,
or a securities entitlement in respect thereof, and holds, and will hold until delivered to the Company, such Purchased Interests or Additional Purchased Interests, as applicable, free and clear of all liens, encumbrances, equities or claims; and,
upon delivery of such Purchased Interests or Additional Purchased Interests, as applicable, (including by crediting to a securities account of the Company) and payment therefor pursuant hereto, assuming that the Company has no notice of any adverse
claims within the meaning of Section 8-105 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”), (A) under 8-501 of the UCC, the Company will acquire a valid security
entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Purchased Interests or Additional Purchased Interests purchased by the Company and (B) no action (whether framed in conversion, replevin, constructive trust,
equitable lien or other theory) based on an adverse claim (within the meaning of Section 8-105 of the UCC) to such security entitlement may be asserted against the Company. 

(f) Such Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is
capable of evaluating the merits and risks of the Purchases. Such Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Purchases, and has had full access to such other information concerning
the Purchases as it has requested. Such Seller has received all information that it believes is necessary or appropriate in connection with the Purchases. Such Seller is an informed and sophisticated party and has engaged, to the extent such Seller
deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. Such Seller acknowledges that such Seller has not relied upon any express or implied representations or warranties of any nature made
by or on behalf of the Company, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of such Seller in this Agreement. 

4. Termination. This Agreement shall automatically terminate and be of no further force and effect (i) with respect to the
Purchased Interests, in the event that the conditions in paragraph 1(b) of this Agreement have not been satisfied on or prior to February 6, 2017 and (ii) with respect to any Additional Purchased Interests, in the


  
 5 








 
event that the conditions in paragraph 1(b) of this Agreement have not been satisfied on or prior to March 10, 2017. 

5. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this
Agreement will be in writing and will be deemed to have been given when delivered personally, mailed by certified or registered mail, return receipt requested and postage prepaid, or sent via a nationally recognized overnight courier, or sent via
facsimile to the recipient. Such notices, demands and other communications will be sent to the address indicated below: 
 To the Sellers:

 At the address listed for each Seller on Schedule I hereto. 

To the Company: 
 Taylor
Morrison Home Corporation 
 4900 North Scottsdale Road, Suite 2000 

Scottsdale, AZ 85251 

Attention:         Darrell C. Sherman, Esq. 

Executive Vice President, Chief Legal Officer and Secretary 

Facsimile:         (866) 390-2612 

E-mail: dsherman@taylormorrison.com 

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

Paul, Weiss, Rifkind, Wharton & Garrison LLP 

1285 Avenue of the Americas 

New York, NY 10019-6064 

Attention:         John C. Kennedy 

Facsimile:         (212) 757-3990 

E-mail:              jkennedy@paulweiss.com 

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. 

6. Miscellaneous. 
 (a)
Survival of Representations and Warranties. All representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby. 
 (b) Severability. Whenever possible, each provision of this Agreement will be interpreted in
such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality,
or unenforceability will not affect any other provision or any other 

  
 6 








 
jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein. 

(c) Complete Agreement. This Agreement and any other agreements ancillary thereto and executed and delivered on the date hereof embody
the complete agreement and understanding between the parties and supersede and preempt any prior understandings, agreements, or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

 (d) Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of
which taken together constitute one and the same agreement. 
 (e) Assignment; Successors and Assigns. Neither this Agreement nor
any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by any of the parties without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall bind and inure to the
benefit of and be enforceable by the Sellers and the Company and their respective successors and permitted assigns. Any purported assignment not permitted under this paragraph shall be null and void. 

(f) No Third Party Beneficiaries or Other Rights. This Agreement is for the sole benefit of the parties and their successors and
permitted assigns and nothing herein express or implied shall give or shall be construed to confer any legal or equitable rights or remedies to any person other than the parties to this Agreement and such successors and permitted assigns. 

(g) Governing Law; Jurisdiction. This Agreement and all disputes arising out of or related to this Agreement (whether in contract,
tort or otherwise) will be governed by and construed in accordance with the laws of the State of New York. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED
TO THIS AGREEMENT. Each of the parties (i) irrevocably submits to the personal jurisdiction of any state or federal court sitting in New York, New York, as well as to the jurisdiction of all courts to which an appeal may be taken from such
courts, in any suit, action or proceeding relating to or arising out of, under or in connection with this Agreement, (ii) agrees that all claims in respect of such suit, action or proceeding, whether arising under contract, tort or otherwise,
shall be brought, heard and determined exclusively in the federal court of the Southern District of New York (provided, that, in the event that subject matter jurisdiction is unavailable in that court, then all such claims shall be brought,
heard and determined exclusively in any other state or federal court sitting in New York, New York), (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, and
(iv) agrees not to bring any action or proceeding relating to or arising out of, under or in connection with this Agreement or the Company’s business or affairs in any other court, tribunal, forum or proceeding. Each


  
 7 








 
of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding brought in accordance with this paragraph. Each of the parties agrees that service of any
process, summons, notice or document by U.S. registered mail to its address set forth herein shall be effective service of process for any action, suit or proceeding brought against it in accordance with this paragraph, provided, that nothing
in the foregoing sentence shall affect the right of any party to serve legal process in any other manner permitted by law. 
 (h)
Mutuality of Drafting. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by
the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of the Agreement. 

(i) Remedies. The parties hereto agree and acknowledge that money damages will not be an adequate remedy for any breach of the
provisions of this Agreement, that any breach of the provisions of this Agreement shall cause the other parties irreparable harm, and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without
posting any bond or deposit) for specific performance or other injunctive relief in order to enforce, or prevent any violations of, the provisions of this Agreement. 

(j) Amendment and Waiver. The provisions of this Agreement may be amended, modified or waived only with the prior written consent of
the Company and each of the Sellers. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement, nor shall any waiver constitute a continuing waiver. Moreover, no
failure by any party to insist upon strict performance of any of the provisions of this Agreement or to exercise any right or remedy arising out of a breach thereof shall constitute a waiver of any other provisions or any other breaches of this
Agreement. 
 (k) Further Assurances. Each of the Company and the Sellers shall execute and deliver such additional documents and
instruments and shall take such further action as may be necessary or appropriate to effectuate fully the provisions of this Agreement. 

[Signatures appear on following page] 

  
 8 








 IN WITNESS WHEREOF, the parties hereto have executed this Purchase Agreement on the date first
written above. 
  

			
	 Company:
  

Taylor Morrison Home Corporation

		
	By:	 	/s/ Darrell C. Sherman
	Name:	 	Darrell C. Sherman
	Title:	 	 Executive Vice President,
 Chief Legal
Officer and Secretary



 [Signature Page to Purchase Agreement] 







 
					
	 Sellers:
  

TPG TMM Holdings II, L.P.
  

By: TPG TMM Holdings II GP, ULC, its general partner

		
	By:	 	/s/ Michael LaGatta
		 	Name:	 	Michael LaGatta
		 	Title:	 	Vice President


 [Signature Page to Purchase Agreement] 







 
					
	 Sellers:
  

OCM TMM Holdings II, L.P.
  

By: OCM TMM Holdings II GP, LLC, its general partner

		
	By:	 	/s/ Robert O’Leary
		 	Name:	 	Robert O’Leary
		 	Title:	 	Authorized Signatory
		
	By:	 	/s/ Justin Guichard
		 	Name:	 	Justin Guichard
		 	Title:	 	Authorized Signatory


 [Signature Page to Purchase Agreement] 







 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first
above written. 
  

					
	 JHI Holding Limited Partnership

		
	By:	 	 JHI Advisory Ltd.,

its General Partner

		
	 By:
	 	/s/ Julian Carson
		 	Name:	 	Julian Carson
		 	Title:	 	Authorized Signatory


 [Signature Page to Purchase Agreement] 







 SCHEDULE I 
  

															
	 Seller
	  	 Address
	  	Purchased
Interests	 	  	
Applicable
Percentage	 	 	Maximum
Additional
Purchased
Interests	 
	TPG TMM Holdings II, L.P.	  	 TPG Global, LLC
 301 Commerce Street, Suite
3300
 Fort Worth, TX 76102
 Attention: Adam Fliss

Facsimile: (415) 438-6893
 E-mail: afliss@tpg.com

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

 
 Ropes & Gray LLP

The Prudential Tower
 800 Boylston Street

Boston, Massachusetts 02199
 Attention: Alfred O. Rose

                  Julie H. Jones

Facsimile: (617) 951-7050
 E-mail: Alfred.rose@ropesgray.com

             Julie.jones@ropesgray.com
	  	 	4,697,775	  	  	 	50	% 	 	 	750,000	  
					
	OCM TMM Holdings, II L.P.	  	 Oaktree Capital Management, L.P.
 333 South
Grand Ave., 28th Floor
 Los Angeles, CA 90071
 Facsimile: (213)
830-6293
 E-mail: kliang@oaktreecapital.com
  

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

Debevoise & Plimpton LLP
 919 Third Avenue

New York, NY 10022
 Attention: Jasmine Ball

Facsimile: (212) 909-6836
 E-mail: jball@debevoise.com
	  	 	4,697,776	  	  	 	50	% 	 	 	750,000	  

 [Schedule I to Purchase Agreement] 








															
	JHI Holding Limited Partnership	  	 JHI Holding Limited Partnership
 c/o JHI
Advisory Inc.
 2150 - 745 Thurlow Street, Vancouver, British Columbia

Canada V6E 0C5
  

Attention: Julian Carson
 Facsimile: (604) 648-6685

E-mail: jcarson@jhinvest.com
  

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

McCarthy Tétrault LLP
 2400 – 745 Thrulow Street

Vancouver, British Columbia
 Canada V6E 0C5

 
 Attention: Cameron Belsher

Facsimile: (604) 622-5674
 E-mail: cbelsher@mccarthy.com
	  	 	604,449	  	  	 	0.0	% 	 	 	          0	  

 [Schedule I to Purchase Agreement]