Exhibit 10.12

[Note: Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.] 


 


THIRD
AMENDMENT TO CREDIT AGREEMENT


 


This
THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of August 28, 2019 (this “Amendment “), is made and entered into
by and among LANDSEA HOMES- WAB LLC, a Delaware limited liability company (the “Borrower”), WESTERN ALLIANCE
BANK, an Arizona corporation, as Administrative Agent (in such capacity, the “Administrative Agent”), FLAGSTAR
BANK, FSB (“Incremental Lender”), the lenders party to the Credit Agreement, and the other Loan Parties as
of the date hereof.


 


RECITALS:


 


WHEREAS,
reference is made to the Senior Secured Credit Agreement dated as of February 1, 2018 (as amended, supplemented or otherwise modified
to the date hereof, the “Credit Agreement”), by and among the Borrower, the lenders from time to time party
thereto and the Administrative Agent;


 


WHEREAS,
it is intended that (a) the Borrower will obtain the Incremental Commitments (as defined below) and (b) the proceeds of the borrowings
under the Incremental Commitments will be used (i) by Borrower and its Subsidiaries as provided in the Credit Agreement and (ii)
to pay fees and expenses incurred in connection with the foregoing (the transactions described in this paragraph, collectively,
the “Transactions”);


 


WHEREAS,
subject to the terms and conditions of the Credit Agreement, and pursuant to Section 2.12 of the Credit Agreement, the Borrower
has requested that (a) the Lenders provide additional Commitments for Revolving Loans in an aggregate principal amount of $35,000,000
(the “Revolving Commitment Increase”) and (b) the Credit Agreement be amended in the manner provided for herein;
and


 


WHEREAS,
the Lenders are willing to provide the Incremental Commitments to the Borrower on the Incremental Amendment Effective Date (as
defined below), and the parties hereto wish to amend the Credit Agreement on the terms and subject to the conditions set forth
herein and in the Credit Agreement.


 


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


 


1.            Defined
Terms; Interpretation; Etc. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in
the Credit Agreement.


 


2.
           Incremental Loans.


 


(a)       Each
Lender hereby agrees to provide a Commitment to the Borrower to make Revolving Loans from and after the Incremental Amendment
Effective Date in U.S.






     


     


    

Dollars
in an aggregate principal amount equal to the amount set forth opposite such Lender’s name on Schedule I attached
hereto (each, an “Incremental Commitment” and, collectively, the ” Incremental Commitments”),
on the terms set forth herein and in the Credit Agreement (as amended hereby), and subject to the conditions set forth herein.
The Incremental Commitments shall be deemed to be “Commitments” as defined in the Credit Agreement (as amended hereby)
for all purposes of the Loan Documents having terms and provisions identical to those applicable to the Commitments outstanding
immediately prior to the Incremental Amendment Effective Date (the “Existing Revolving Commitments”).


 


(b)       Each
Lender (i) confirms that a copy of the Credit Agreement and the other applicable Loan Documents, together with copies of the financial
statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Amendment and make an Incremental Commitment, have been made available to such Lender; (ii) agrees
that it will, independently and without reliance upon the Administrative Agent or any other Lender or agent and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under the Credit Agreement or the other applicable Loan Documents, including this Amendment; and (iii) appoints
and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit
Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers
as are reasonably incidental thereto.


 


3.            Effective
Date Reallocation. On the Incremental Amendment Effective Date, the Lenders holding Commitments immediately prior to the Revolving
Commitment Increase given effect pursuant to this Amendment shall automatically and without further act assign to certain Lenders,
and certain Lenders shall purchase from the assigning Lenders holding Commitments immediately prior to such Revolving Commitment
Increase, at the principal amount thereof, such interests in the Revolving Loans outstanding on the Incremental Amendment Effective
Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans are
held by the Lenders ratably in accordance with their Commitments after giving effect to the addition of such Incremental Commitments
to the Commitments. The requirements under Section 10.5(b) of the Credit Agreement and requirements in respect of minimum borrowing,
pro rata borrowing and pro rata payment requirements contained elsewhere in the Credit Agreement shall not apply to the
transactions effected pursuant to the immediately preceding sentence.


 


4.
           Amendments to Credit Agreement; Other Agreements.


 


(a)
         The Credit Agreement is hereby modified as follows:


 


(i)           The
following definitions in Section 1.1 of the Credit Agreement are hereby amended in their entirety to read as follows:


 


“Commitment
Amount” means $135,000,000, as increased or reduced from time to time pursuant to the terms hereof, including




    2


     


    

increases
up to a maximum Commitment Amount of $150,000,000 in accordance with Section 2.12.


 


“Maximum
Allowed Advance” means the following:


 


(a)          With
respect to A&D Lots and Finished Lots that are not located in the Lido Subdivision:


 


(i)
      With respect to each A&D Lot, the lesser of (A) 55% of the Appraised Value of the applicable Approved Subdivision (on a
bulk wholesale basis), divided by the total number of Lots in the Approved Subdivision (regardless of whether such Lots are
Eligible Collateral), and (B) 55% of the Total Lot Cost for the Approved Subdivision, divided by the total number of Lots in
the Approved Subdivision (regardless of whether such Lots are Eligible Collateral). For purposes of the foregoing, the number
of Lots in the applicable Approved Subdivision will be determined by Administrative Agent based on the applicable subdivision
map or plat.


 


(ii)       With
respect to each Finished Lot, the lesser of (A) 55% of the Appraised Value of the applicable Approved Subdivision (on a bulk wholesale
basis for Finished Lots) divided by the total number of Lots in such Approved Subdivision (regardless of whether such Lots are
Eligible Collateral) and (B) 55% of the Total Lot Cost for such Approved Subdivision divided by the total number of Lots in such
Approved Subdivision (regardless of whether such Lots are Eligible Collateral). For purposes of the foregoing, the number of Lots
in an Approved Subdivision will be determined by Administrative Agent based on the applicable subdivision map or plat.


 


(b)          With
respect to A&D Lots and Finished Lots that are located in the Lido Subdivision:


 


(i)
      With respect to each A&D Lot, the lesser of (A) 57% of the Appraised Value of the applicable
Approved Subdivision (on a bulk wholesale basis), divided by the total number of Lots in the Approved Subdivision (regardless
of whether such Lots are Eligible Collateral), and (B) 57% of the Total Lot Cost for the Approved Subdivision, divided by the
total number of Lots in the Approved Subdivision (regardless of whether such Lots are Eligible Collateral). For purposes of the
foregoing, the number of Lots in the




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applicable
Approved Subdivision will be determined by Administrative Agent based on the applicable subdivision map or plat.


 


(ii)       With
respect to each Finished Lot, the lesser of (A) 63% of the Appraised Value of the applicable Approved Subdivision (on a bulk wholesale
basis for Finished Lots) divided by the total number of Lots in such Approved Subdivision (regardless of whether such Lots are
Eligible Collateral) and (B) 63% of the Total Lot Cost for such Approved Subdivision divided by the total number of Lots in such
Approved Subdivision (regardless of whether such Lots are Eligible Collateral). For purposes of the foregoing, the number of Lots
in an Approved Subdivision will be determined by Administrative Agent based on the applicable subdivision map or plat.


 


(c)
         With respect to Units:


 


(i)       For
Presold Units (other than BMR Units), the lowest of (A) 80% of the Appraised Value of the Presold Unit in question, (B) 80% of
the price at which such Presold Unit is to be sold to a purchaser under the Purchase Contract for such Unit, or (C) 80% of the
Unit Cost for such Presold Unit.


 


(ii)       For
Spec Units (other than BMR Units), the lesser of (A) 70% of the Appraised Value of the Spec Unit in question and (B) 70% of the
Unit Cost for such Spec Unit; provided that if the Unit Term is extended from fifteen (15) to eighteen (18) months pursuant
to Section 3.4(b), the Maximum Allowed Advance of each such Unit shall be (1) 60% of the Appraised Value of the Spec Unit
in question and (2) 60% of the Unit Cost for such Spec Unit.


 


(iii)      For
Model Units, the lesser of (A) 70% of the Appraised Value of the Model Unit in question and (B) 70% of the Unit Cost for such
Model Unit (including upgrades associated with the use of the Unit as a model).


 


(iv)      For
Presold Units that are BMR Units, the lowest of (A) 100% of the Appraised Value of the Presold Unit in question, (B) 100% of the
price at which such Presold Unit is to be sold to a purchaser under the Purchase Contract for such Unit, or (C) 80% of the Unit
Cost for such Presold Unit.



    4


     


    


(v)  
   For Spec Units that are BMR Units, the lesser of (A) 100% of the Appraised Value of the Spec Unit in question
and (B) 70% of the Unit Cost for such Spec Unit; provided that if the Unit Term is extended from fifteen (15) to eighteen
(18) months pursuant to Section 3.4(b), the Maximum Allowed Advance of each such Unit shall be (1) 90% of the Appraised
Value of the Spec Unit in question and (2) 60% of the Unit Cost for such Spec Unit.


 


(ii)          Section
3.6(b) of the Credit Agreement is hereby amended in its entirety to read as follows:


 


(b)          Additional
Limitation on Maximum Allowed Advance. In addition to all of the other requirements for the Borrowing Base set forth in this
Article 3, the aggregate of the Maximum Allowed Advances of all Lots and Units included in Eligible Collateral may not
at any time be greater than an amount equal to 130% of the following amount: (i) the Commitment Amount minus (ii) the Maximum
Allowed Advance of all Lots (including both A&D Lots and Finished Lots) in the Borrowing Base.


 


(iii)         Section
7.13(b) of the Credit Agreement is hereby amended in its entirety to read as follows:


 


(b)        
Minimum Deposits. Parent shall maintain, or cause to be maintained, average daily free collected balances on deposit at
all of the Lenders in the aggregate amount of at least $25,000,000, and of such amount, not less than $22,500,000 must be held
at Western Alliance Bank, this covenant to be tested by Administrative Agent as of the end of each fiscal quarter of Parent (commencing
with the fiscal Year ending December 31, 2017) for the fiscal quarter then ended. Such deposits shall be maintained by Parent,
another Loan Party or other Subsidiaries of Parent designated in writing by Parent to Administrative Agent in such form as Administrative
Agent may reasonably request. For clarity and for purposes of determining compliance with this Section 7.13(b), such free
collected balances shall include Cash Collateral held by the Issuing Bank (or the Administrative Agent) in order to Cash Collateralize
L/C Obligations pursuant to Section 2.05 or Section 2.19 to the extent that such Cash Collateral has not been applied
to the payment of L/C Obligations or other Obligations and without limiting any Loan Party’s obligation with respect to
the pledge and maintenance of such Cash Collateral.



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(iv)       
 To correct a cross reference, Section 8.1(b) of the Credit Agreement is hereby amended in its entirety to read as
follows:


 


(b)          Negative
Covenants/Financial Covenants. Borrower shall fail to perform any term, covenant or agreement contained in Article 7 or
(ii) Borrower or Parent shall breach or violate any financial covenant contained in Section 7.13.


 


(b)
        Borrower hereby agrees to provide to Administrative Agent, not less than 10       Business
Days after the date of this Amendment, a fully executed consent and reaffirmation of the Intercompany Subordination
Agreement, by the parties thereto, in form and substance acceptable to Administrative Agent.


 


5.            Conditions
Precedent to Incremental Loans. This Amendment, and Lenders’ obligation to provide the Incremental Commitments pursuant
to this Amendment, shall become effective as of the date on which the following conditions precedent are satisfied (such date,
the “Incremental Amendment Effective Date”):


 


(a)          The
Administrative Agent shall have received from the Borrower, each other Loan Party and each Lender a counterpart of this Amendment
duly executed and delivered on behalf of such party.


 


(b)          The
Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders (including,
without limitation, the Lenders) and dated the Incremental Amendment Effective Date) of counsel for the Loan Parties in form and
substance reasonably satisfactory to the Administrative Agent.


 


(c)          The
Administrative Agent shall have received a certificate of Borrower, dated the Incremental Amendment Effective Date and in
form and substance reasonably satisfactory to the Administrative Agent, executed by any Responsible Officer of Borrower,
including or attaching (i) copies of resolutions of the board of directors and/or similar governing bodies of Borrower
approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as
of the Incremental Amendment Effective Date by a secretary, an assistant secretary or a Responsible Officer of Borrower as
being in full force and effect without modification or amendment, and (ii) the documents or certifications, as applicable,
referred to in paragraph (d) of this Section, or otherwise certifying such
documents provided to Administrative Agent in connection with the closing of the Credit Agreement or subsequent Subsidiary
Guarantees by Subsidiary Guarantors (as applicable) remain in full force and effect, and without amendment or
modification.


 


(d)          The
Administrative Agent shall have received (i) as to each Loan Party, either (x) a copy of each certificate or articles of incorporation
or organization or other applicable constitutive documents of such Loan Party certified, to the extent applicable, as of a recent
date by the applicable Governmental Authority or (y) written certification by such Loan Party’s secretary, assistant secretary
or other Responsible Officer that such Loan




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Party’s
certificate or articles of incorporation or organization or other applicable constitutive documents most recently certified
and delivered to the Administrative Agent prior to the Incremental Amendment Effective Date pursuant to the Loan Documents
remain in full force and effect on the Incremental Amendment Effective Date without modification or amendment since such
original delivery, (ii) as to each Loan Party, either (x) signature and incumbency
certificates of the Responsible Officers of such Loan Party executing the Loan Documents to which it is a party or (y)
written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan
Party’s signature and incumbency certificates most recently delivered to the Administrative Agent prior to the
Incremental Amendment Effective Date pursuant to the Loan Documents remain true and correct as of the Incremental Amendment
Effective Date, and (iii) a certificate of existence or good standing (to the extent such concept exists) from the applicable
Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation as of a reasonably
recent date.


 


(e)          The
Administrative Agent shall have received for each Lender, that shall have requested a promissory note, a duly completed and executed
promissory note payable to such Lender.


 


(f)           The
Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Incremental Amendment Effective
Date, including amounts due pursuant to the Fee Letter and reimbursement or payment of all out-of-pocket expenses (including reasonable
fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party.


 


(g)          The
Administrative Agent shall have received such other documents and agreements as required by Administrative Agent in connection
with this Amendment, including, without limitation, any amendments to the Deeds of Trust.


 


(h)          The
Administrative Agent shall have received such UCC search results, title reports, title policies, and title insurance endorsements
as Administrative Agent shall require evidencing the continuing first priority of Administrative Agent’s Liens in the Collateral
as security for the payment and performance of all of the Obligations.


 


(i)           The
Administrative Agent and each Lender shall have received, at least three Business Days prior to the Incremental Amendment Effective
Date, all documentation and other information about the Borrower and the other Loan Parties as shall have been requested prior
to the Incremental Amendment Effective Date by the Administrative Agent or such Lender that they shall have reasonably determined
is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations,
including without limitation the USA PATRIOT Act.


 


(j)           Upon
the effectiveness of this Amendment and both immediately before and immediately after giving effect to this Amendment, no Default
or Event of Default shall exist.



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(k)       
  The representations and warranties in Section 6 of this Amendment shall be true and correct in all material
respects.


 


The
Administrative Agent shall notify the Borrower and the Lenders of the Incremental Amendment Effective Date, and such notice shall
be conclusive and binding.


 


6.            Representations
and Warranties. In order to induce the Lenders and the Administrative Agent to enter into this Amendment and to induce each
Lender to provide the Incremental Commitments hereunder, the Borrower hereby represents and warrants to the Lenders and the Administrative
Agent on and as of the Incremental Amendment Effective Date that:


 


(a)          Existence,
Qualification and Power. The Borrower and each Loan Party (i) is duly organized or formed, validly existing and, as applicable,
in good standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority
and all requisite governmental licenses, authorizations, consents and approvals to (x) own or lease its assets and carry on its
business and (y) execute, deliver and perform its obligations under the Amendment and the other Loan Documents to which it is
a party, and (iii) is duly qualified and is licensed and, as applicable, in good standing under the laws of each jurisdiction
where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, except
to the extent that failure to do so could not reasonably be expected to result in a Material Adverse Change.


 


(b)          Authorization;
No Contravention. The execution, delivery and performance by the Borrower of the Amendment and each Loan Document to which
it is party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene
the terms of its certificate or articles of incorporation or organization or other applicable constitutive documents, (ii) conflict
with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (x)
any material contractual obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower
or any Subsidiary or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to
which the Borrower or any Subsidiary or its property is subject or (c) violate any law in any material respect.


 


(c)          Governmental
Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance
by, or enforcement against, the Borrower of this Amendment or any other Loan Document, except for such approvals, consents, exemptions,
authorizations, actions or notices that have been duly obtained, taken or made and in full force and effect.


 


(d)          Execution
and Delivery; Binding Effect. This Amendment has been, and each other Loan Document, when delivered hereunder, will have been,
duly executed and delivered by the Loan Parties party thereto. This Amendment constitutes, and each other Loan Document when so
delivered will constitute, a legal, valid and binding obligation of




    8


     


    

each
Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other Laws affecting creditors’ rights
generally and by general principles of equity.


 


(e)          Credit
Agreement Representations and Warranties. The representations and warranties of the Borrower and the other Loan Parties set
forth in the Credit Agreement or in any other Loan Document are true and correct in all material respects (or, in the case of
any such representation or warranty already qualified by materiality, in all respects) on and as of the Incremental Amendment
Effective Date (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date,
as of such specific date).


 


7.            Reaffirmation
of Guarantees and Security Interests. Each Loan Party hereby acknowledges its receipt of a copy of this Amendment and its
review of the terms and conditions hereof and consents to the terms and conditions of this Amendment and the transactions contemplated
thereby, including the extension of credit in the form of the Incremental Commitments. Each Loan Party hereby (a) affirms and
confirms its guarantees, pledges, grants and other undertakings under the Credit Agreement and the other Loan Documents to which
it is a party, (b) agrees that (i) each Loan Document to which it is a party shall continue to be in full force and effect and
(ii) all guarantees, pledges, grants and other undertakings thereunder shall continue to be in full force and effect and shall
accrue to the benefit of the Administrative Agent and Lenders, and (c) acknowledges that from and after the date hereof, all Incremental
Commitments and Revolving Loans under the Credit Agreement from time to time outstanding shall be deemed to be Borrower Obligations.


 


8.
           Miscellaneous.


 


(a)          Release.
Each Loan Party fully, finally, and forever releases and discharges Administrative Agent, Lenders and their successors,
assigns, directors, officers, employees, agents, and representatives from any and all actions, causes of action, claims,
debts, demands, liabilities, obligations, and suits, of whatever kind or nature, in law or equity, that such Loan Party has
or in the future may have, whether known or unknown, (i) in respect of the Loan, the Loan Documents, or the actions or
omissions of Administrative Agent or Lenders in respect of the Loan or the Loan Documents and (ii) arising from events
occurring prior to the date of this Amendment. FURTHER, BORROWER AND EACH OTHER LOAN PARTY EXPRESSLY WAIVES ANY PROVISION
OF APPLICABLE LAW TO THE EFFECT THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER,
WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.



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(b)          Recordation
of the Incremental Loans. Upon execution and delivery hereof, the Administrative Agent will record in the Register the
Incremental Commitments made by the Lenders.


 


(c)          Amendment,
Modification and Waiver. This Amendment may not be amended and no provision hereof may be waived except pursuant to a writing
signed by each of the parties hereto.


 


(d)          Entire
Agreement. This Amendment, the Credit Agreement (as amended hereby) and the other Loan Documents constitute the entire
agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and
understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.


 


(e)          Governing
Law. This Amendment and any claims controversy, dispute or cause of action (whether in contract or tort or otherwise) based
upon, arising out of or relating to this Amendment and the transactions contemplated hereby shall be governed by, and construed
in accordance with, the laws of the State of Arizona.


 


(f)           Jurisdiction.
The Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation
or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative
Agent, any Lender, or any Related Party of the foregoing in any way relating to this Amendment, the Credit Agreement or any other
Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of Arizona sitting
in Maricopa County, and of the United States District Court of the District of Arizona, and any appellate court from any thereof,
and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all
claims in respect of any such action, litigation or proceeding may be heard and determined in such Arizona State court or, to
the fullest extent permitted by applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment
in any such action, litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the
Administrative Agent, any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other
Loan Document against Borrower or its properties in the courts of any jurisdiction.


 


(g)          Waiver
of Venue. The Borrower and each other Loan Party irrevocably and unconditionally waives, to the fullest extent permitted
by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising
out of or relating to this Amendment or any other Loan Document in any court referred to in paragraph (e) of this Section. Each
of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.



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(h)          Service
of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 10.1
of the Credit Agreement. Nothing in this Amendment or any other Loan Document will affect the right of any party hereto to serve
process in any other manner permitted by Applicable Law.


 


(i)           WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. WITHOUT
LIMITING THE FOREGOING WAIVER OF JURY TRIAL, SECTION 10.12 OF THE CREDIT AGREEMENT IS HEREBY INCORPORATED HEREIN BY REFERENCE.


 


(j)           Severability.
Any term or provision of this Amendment that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Amendment or affecting the validity or enforceability of any of the terms or provisions of this Amendment
in any other jurisdiction. If any provision of this Amendment is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as would be enforceable.


 


(k)          Counterparts;
Integration; Effectiveness. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment
and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided
in Section 5 hereof, this Amendment shall become effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the
other parties hereto. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic
(i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this
Amendment.


 


(l)           Headings.
The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.



    11


     


    


(m)         Reference
to and Effect on the Credit Agreement and the Other Loan Documents. On and after the Incremental Amendment Effective Date,
each reference in the Credit Agreement to “this Agreement”, “hereunder”, “herein” or words
of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”,
“thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended by this Amendment. Except as specifically amended by this Amendment, the Credit Agreement
and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed and this Amendment shall
not be considered a novation. The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision
of, or operate as a waiver of any right, power or remedy of the Administrative Agent or Lender under, the Credit Agreement or
any of the other Loan Documents. This Amendment shall be deemed to be a Loan Document as defined in the Credit Agreement.


 


[SIGNATURE
PAGES FOLLOW]




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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as
of the day and year first above written.


 


	 	BORROWER:
	 	 
	 	LANDSEA HOMES- WAB LLC, a Delaware
limited liability company
	 	 	 
	 	By:	/s/
    Bart Beasley
	 	 	Bart Beasley, Senior Vice President





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Signature
Page to Third Amendment to Credit Agreement




     


     


    






	 	GUARANTORS:
	 	 	 
	 	LANDSEA
    HOLDINGS CORPORATION, a Delaware corporation
	 	 	 
	 	By:	/s/
    John Ho
	 	 	John
    Ho, Chief Executive Officer
	 	 	 
	 	LS
    INVESTCO VALE LLC, a Delaware limited liability company
	 	 	 
	 	By:	 
	 	 	Bart
    Beasley, Senior Vice President
	 	 	 
	 	SF VALE, LLC, a
    Delaware limited liability company
	 	 	 
	 	By:	 
	 	 	Bart
    Beasley, Senior Vice President
	 	 	 
	 	LS
    MANAGER VALE LLC, a Delaware limited liability company
	 	 	 
	 	By:	 
	 	 	Bart
    Beasley, Senior Vice President
	 	 	 
	 	LS-SUNNYVALE
    LLC, a California limited liability company
	 	 	 
	 	By:	 
	 	 	Bart Beasley,
    Senior Vice President
	 	 	 
	 	THE
    VALE PA-I OWNER, LLC, a Delaware limited liability company
	 	 	 
	 	By:	 
	 	 	Bart
    Beasley, Senior Vice President



 


 


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	 	GUARANTORS:
	 	 	 
	 	LANDSEA
    HOLDINGS CORPORATION, a Delaware corporation
	 	 	 
	 	By:	 
	 	 	John
    Ho, Chief Executive Officer
	 	 	 
	 	LS
    INVESTCO VALE LLC, a Delaware limited liability company
	 	 	 
	 	By:	/s/
    Bart Beasley
	 	 	Bart
    Beasley, Senior Vice President
	 	 	 
	 	SF VALE, LLC, a
    Delaware limited liability company
	 	 	 
	 	By:	/s/
    Bart Beasley
	 	 	Bart
    Beasley, Senior Vice President
	 	 	 
	 	LS
    MANAGER VALE LLC, a Delaware limited liability company
	 	 	 
	 	By:	/s/
    Bart Beasley
	 	 	Bart
    Beasley, Senior Vice President
	 	 	 
	 	LS-SUNNYVALE
    LLC, a California limited liability company
	 	 	 
	 	By:	/s/
    Bart Beasley
	 	 	Bart Beasley,
    Senior Vice President
	 	 	 
	 	THE
    VALE PA-I OWNER, LLC, a Delaware limited liability company
	 	 	 
	 	By:	/s/
    Bart Beasley
	 	 	Bart
    Beasley, Senior Vice President





 


 


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	 	THE
    VALE PA-2 OWNER, LLC,  a Delaware limited liability company
	 	 	 
	 	By:	/s/
    Bart Beasley
	 	 	Bart
    Beasley, Senior Vice President
	 	 	 
	 	THE
    VALE PA-3 OWNER, LLC, a Delaware limited liability company
	 	 	 
	 	By:	/s/
    Bart Beasley
	 	 	Bart
    Beasley, Senior Vice President
	 	 	 
	 	LS-MILPITAS
    LLC, a Delaware limited
    liability company
	 	 
	 	By:	/s/
    Bart Beasley
	 	 	Bart Beasley, Senior Vice President
	 	 	 
	 	LS-LIDO LLC, a Delaware limited liability company
	 	 	 
	 	By:	/s/
    Bart Beasley
	 	 	Bart
    Beasley, Senior Vice President
	 	 	 
	 	LS-CHANDLER LLC, a Delaware limited liability company
	 	 	 
	 	By:	/s/
    Bart Beasley
	 	 	Bart
    Beasley, Senior Vice President



 


 


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	 	ADMINISTRATIVE
    AGENT:
	 	 
	 	WESTERN
    ALLIANCE BANK, an Arizona corporation
	 	 	 	 
	 	By:	/s/ Tom Swinton
	 	Name:	Tom Swinton
	 	Title:	V.P.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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	 	LENDER:
	 	 
	 	WESTERN
    ALLIANCE BANK, an Arizona corporation
	 	 	 	 
	 	By:	/s/ Tom Swinton
	 	Name:	Tom Swinton
	 	Title:	V.P.



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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	 	LENDER:
	 	 
	 	FLAGSTAR
    BANK, FSB
	 	 	 	 
	 	By:	/s/
    Philip Trujillo
	 	Name:	PHILIP TRUJILLO
	 	Title:	Vice President



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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