Exhibit 10.10


 


INDEMNIFICATION AGREEMENT


This Indemnification Agreement (this “Agreement”)
is entered into as of January __, 2021 by and between Landsea Homes Corporation, a Delaware corporation (the “Company”),
and _______________________ (the “Indemnitee”) and shall be deemed effective upon the earliest date that the
Indemnitee is duly elected or appointed as a director or officer of the Company.


RECITALS 


WHEREAS, the Board of Directors has determined that the inability
to attract and retain qualified persons as directors and officers is detrimental to the best interests of the Company’s stockholders
and that the Company should act to assure such persons that there shall be adequate certainty of protection through insurance and
indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the
Company;


WHEREAS, the Company has adopted provisions in its Second
Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Second Amended and
Restated Bylaws (“Bylaws”) providing for indemnification and advancement of expenses of its directors and officers
to the fullest extent authorized by the General Corporation Law of the State of Delaware (the “DGCL”), and the
Company wishes to clarify and enhance the rights and obligations of the Company and the Indemnitee with respect to indemnification
and advancement of expenses;


WHEREAS, in order to induce and encourage highly experienced
and capable persons such as the Indemnitee to serve and continue to serve as directors and officers of the Company and in any other
capacity with respect to the Company as the Company may request, and to otherwise promote the desirable end that such persons shall
resist what they consider unjustified lawsuits and claims made against them in connection with the good faith performance of their
duties to the Company, with the knowledge that certain costs, judgments, penalties, fines, liabilities, and expenses incurred by
them in their defense of such litigation are to be borne by the Company and they shall receive the appropriate protection against
such risks and liabilities, the Board of Directors of the Company has determined that the following Agreement is reasonable and
prudent to promote and ensure the best interests of the Company and its stockholders; and


WHEREAS, the Company desires to have the Indemnitee serve
or continue to serve as a director or officer of the Company and in any other capacity with respect to the Company as the Company
may request, as the case may be, free from undue concern for unpredictable, inappropriate, or unreasonable legal risks and personal
liabilities by reason of the Indemnitee acting in good faith in the performance of the Indemnitee’s duty to the Company;
and the Indemnitee desires to continue so to serve the Company, provided, and on the express condition, that he or she is
furnished with the protections set forth hereinafter.


AGREEMENT 


NOW, THEREFORE, in consideration of the Indemnitee’s
continued service as a director or officer of the Company, the parties hereto agree as follows:


 


1. Definitions. For purposes of this Agreement:


(a) A “Change in Control” will be deemed
to have occurred if, with respect to any particular 24-month period, the individuals who, at the beginning of such 24-month period,
constituted the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute
at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent
to the beginning of such 24-month period whose election, or nomination for election by the stockholders of the Company, was approved
by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors.






     


     


    

(b) “Disinterested Director” means a director
of the Company who is not or was not a party to the Proceeding in respect of which indemnification is being sought by the Indemnitee.


(c) “Expenses” includes, without limitation,
all expenses incurred in connection with the defense or settlement of any action, suit, arbitration, alternative dispute resolution
mechanism, inquiry, judicial, administrative, or legislative hearing, investigation, or any other threatened, pending, or completed
proceeding, whether brought by or in the right of the Company or otherwise, including any and all appeals, whether of a civil,
criminal, administrative, legislative, investigative, or other nature, attorneys’ fees, witness fees and expenses, fees and
expenses of accountants and other advisors, retainers and disbursements and advances thereon, the premium, security for, and other
costs relating to any bond (including cost bonds, appraisal bonds, or their equivalents), and any expenses of establishing a right
to indemnification or advancement under this Agreement, but shall not include the amount of judgments, fines, ERISA excise taxes,
or penalties actually levied against the Indemnitee, or any amounts paid in settlement by or on behalf of the Indemnitee.


(d) “Independent Counsel” means a law firm
or a member of a law firm that neither is presently nor in the past five years has been retained to represent (i) the Company or
the Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a request for
indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person
who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing
either the Company or the Indemnitee in an action to determine the Indemnitee’s right to indemnification under this Agreement.


(e) “Proceeding” means any action, suit,
arbitration, alternative dispute resolution mechanism, inquiry, judicial, administrative, or legislative hearing, investigation,
or any other threatened, pending, or completed proceeding, whether brought by or in the right of the Company or otherwise, including
any and all appeals, whether of a civil, criminal, administrative, legislative, investigative, or other nature, to which the Indemnitee
was or is a party or is threatened to be made a party or is otherwise involved in by reason of the fact that the Indemnitee is
or was a director, officer, employee, agent, or trustee of the Company or while a director, officer, employee, agent, or trustee
of the Company is or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation
or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan (such
status, the Indemnitee’s “Corporate Status”), or by reason of anything done or not done by the Indemnitee
in any such capacity, whether or not the Indemnitee is serving in such capacity at the time any expense, liability, or loss is
incurred for which indemnification or advancement can be provided under this Agreement.


2. Service by the Indemnitee. The Indemnitee shall
serve and/or continue to serve as a director or officer of the Company faithfully and to the best of the Indemnitee’s ability
so long as the Indemnitee is duly elected or appointed and until such time as the Indemnitee’s successor is elected and qualified
or the Indemnitee is removed as permitted by applicable law or tenders a resignation in writing.


3. Indemnification and Advancement of Expenses. The
Company shall indemnify and hold harmless the Indemnitee, and shall pay to the Indemnitee in advance of the final disposition of
any Proceeding all Expenses incurred by the Indemnitee in defending any such Proceeding, to the fullest extent authorized by the
DGCL, as the same exists or may hereafter be amended, all on the terms and conditions set forth in this Agreement. Without diminishing
the scope of the rights provided by this Section, the rights of the Indemnitee to indemnification and advancement of Expenses provided
hereunder shall include but shall not be limited to those rights hereinafter set forth, except that no indemnification or advancement
of Expenses shall be paid to the Indemnitee:


(a) to the extent expressly prohibited by applicable law or
the Certificate of Incorporation and Bylaws of the Company;


(b) for and to the extent that payment is actually made to
the Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, provision of the
certificate of incorporation or bylaws, or agreement of the Company or any other company or other enterprise (and the Indemnitee
shall reimburse the Company for any amounts paid by the Company and subsequently so recovered by the Indemnitee);






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(c) in connection with an action, suit, or proceeding, or
part thereof voluntarily initiated by the Indemnitee (including claims and counterclaims, whether such counterclaims are asserted
by (i) the Indemnitee, or (ii) the Company in an action, suit, or proceeding initiated by the Indemnitee), except a judicial proceeding
or arbitration pursuant to Section 11 to enforce rights under this Agreement, unless (A) the action, suit, or proceeding, or part
thereof, was authorized or ratified by the Board of Directors of the Company or the Board of Directors otherwise determines that
indemnification or advancement of expenses is appropriate or (B) the Company provides the indemnification, in its sole discretion,
pursuant to the powers vested in the Company under applicable law; or


(d) with respect to any Proceeding brought by or in the right
of the Company against the Indemnitee that is authorized by the Board of Directors of the Company, except as provided in Sections
5, 6, and 7 below.


4. Action or Proceedings Other than an Action by or in
the Right of the Company. Except as limited by Section 3 above, the Indemnitee shall be entitled to the indemnification rights
provided in this Section if the Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise involved
in, any Proceeding (other than an action by or in the right of the Company) by reason of the Indemnitee’s Corporate Status,
or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section, the Indemnitee shall
be indemnified against all expense, liability, and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid
in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee, or on behalf
of the Indemnitee, in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable
cause to believe his or her conduct was unlawful.


5. Indemnity in Proceedings by or in the Right of the Company.
Except as limited by Section 3 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section if
the Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise involved in, any Proceeding brought
by or in the right of the Company to procure a judgment in its favor by reason of the Indemnitee’s Corporate Status, or by
reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified
against all Expenses actually and reasonably incurred by the Indemnitee, or on behalf of the Indemnitee, in connection with such
Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to
the best interests of the Company; provided, however, that no such indemnification shall be made in respect of any
claim, issue, or matter as to which the DGCL expressly prohibits such indemnification by reason of any adjudication of liability
of the Indemnitee to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court
in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of
all the circumstances of the case, the Indemnitee is entitled to indemnification for such expense, liability, and loss as such
court shall deem proper.


6. Indemnification for Costs, Charges, and Expenses of
Successful Party. Notwithstanding any limitations of Sections 3(c), 4, and 5 above, to the extent that the Indemnitee has been
successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense of any claim, issue, or
matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately determined,
by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee
is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and
reasonably incurred by the Indemnitee in connection therewith. For purposes of this Section and without limitation, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.


7. Partial Indemnification. If the Indemnitee is entitled
under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and loss
(including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and
Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or
arbitration pursuant to Section 11 to enforce rights under this Agreement, but not, however, for all of the total amount thereof,
the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably
incurred to which the Indemnitee is entitled.






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8. Indemnification for Expenses of a Witness. Notwithstanding
any other provision of this Agreement, to the maximum extent permitted by the DGCL, the Indemnitee shall be entitled to indemnification
against all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf if the Indemnitee appears
as a witness, responds to a discovery request or otherwise incurs legal expenses as a result of or related to the Indemnitee’s
service as a director or officer of the Company, in any threatened, pending, or completed action, suit, arbitration, alternative
dispute resolution mechanism, inquiry, judicial, administrative, or legislative hearing, investigation, or any other threatened,
pending, or completed proceeding, whether of a civil, criminal, administrative, legislative, investigative, or other nature, to
which the Indemnitee neither is, nor is threatened to be made, a party.


9. Determination of Entitlement to Indemnification.
To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company.
Such request shall include documentation or information reasonably available to the Indemnitee that is necessary for such determination.
Notwithstanding the foregoing, any failure of the Indemnitee to provide such a request to the Company, or to provide such a request
in a timely fashion, shall not relieve the Company of any liability that it may have to the Indemnitee unless, and to the extent
that, such failure actually and materially prejudices the interests of the Company. Upon receipt by the Secretary of the Company
of a written request by the Indemnitee for indemnification pursuant to this Agreement, the entitlement of the Indemnitee to indemnification,
to the extent not provided pursuant to the terms of this Agreement, shall be determined by the following person or persons who
shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below):
(a) the Board of Directors by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b)
a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes
a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a
written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company;
or (e) in the event that a Change in Control has occurred, at the option of the Indemnitee, by Independent Counsel in a written
opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected
by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent
Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon
failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel
shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall
be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than
the earlier of (i) 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification and
(ii) 10 calendar days after determination has been made that the Indemnitee is entitled to indemnification pursuant to Section
10 of this Agreement. If the person making such determination shall determine that the Indemnitee is entitled to indemnification
as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification
among the claims, issues, or matters at issue at the time of the determination.


 


10. Presumptions and Effect of Certain Proceedings. The Secretary
of the Company shall, promptly upon receipt of the Indemnitee’s written request for indemnification, advise in writing the
Board of Directors or such other person or persons empowered to make the determination as provided in Section 9 that the Indemnitee
has made such request for indemnification. Upon making such request for indemnification, the Indemnitee shall be presumed to be
entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination contrary to such
presumption. If the person or persons so empowered to make such determination shall have failed to make the requested determination
with respect to indemnification within 60 calendar days after receipt by the Secretary of the Company of such request, a requisite
determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled
to such indemnification, absent actual fraud in the request for indemnification. The termination of any Proceeding described in
Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall
not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company, or with respect to any criminal Proceeding, had reasonable
cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to indemnification
except as may be provided herein.






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11. Remedies of the Indemnitee in Cases of Determination
Not to Indemnify or to Advance Expenses; Right to Bring Suit. In the event that a determination is made that the Indemnitee
is not entitled to indemnification hereunder or if payment is not timely made following a determination of entitlement to indemnification
pursuant to Sections 9 and 10, or if an advancement of Expenses is not timely made pursuant to Section 16, the Indemnitee may at
any time thereafter bring suit against the Company seeking an adjudication of entitlement to such indemnification or advancement
of Expenses, and any such suit shall be brought in the Court of Chancery of the State of Delaware unless, if the Indemnitee is
an employee of the Company, otherwise required by the law of the state in which the Indemnitee primarily resides and works. Alternatively,
the Indemnitee at the Indemnitee’s option may seek an award in an arbitration to be conducted by a single arbitrator in the
State of Delaware pursuant to the rules of the American Arbitration Association, such award to be made within 60 calendar days
following the filing of the demand for arbitration. The Company shall not oppose the Indemnitee’s right to seek any such
adjudication or award in arbitration. The Company shall not oppose the Indemnitee’s right to seek any such adjudication or
award in arbitration. In any suit or arbitration brought by the Indemnitee to enforce a right to indemnification hereunder (but
not in a suit or arbitration brought by the Indemnitee to enforce a right to an advancement of Expenses), it shall be a defense
that the Indemnitee has not met any applicable standard of conduct for indemnification set forth in the DGCL. Further, in any suit
brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled
to recover such Expenses upon a final judicial decision of a court of competent jurisdiction from which there is no further right
to appeal that the Indemnitee has not met the standard of conduct described above. Neither the failure of the Company (including
the Disinterested Directors, a committee of Disinterested Directors, Independent Counsel, or its stockholders) to have made a determination
prior to the commencement of such suit or arbitration that indemnification of the Indemnitee is proper in the circumstances because
the Indemnitee has met the standard of conduct described above, nor an actual determination by the Company (including the Disinterested
Directors, a committee of Disinterested Directors, Independent Counsel, or its stockholders) that the Indemnitee has not met the
standard of conduct described above shall create a presumption that the Indemnitee has not met the standard of conduct described
above, or, in the case of such a suit brought by the Indemnitee, be a defense to such suit or arbitration. In any suit brought
by the Indemnitee to enforce a right to indemnification or to an advancement of Expenses hereunder, or brought by the Company to
recover an advancement of Expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled
to be indemnified, or to such advancement of expenses, under this Section 11 or otherwise shall be on the Company. If a determination
is made or deemed to have been made pursuant to the terms of Section 9 or 10 that the Indemnitee is entitled to indemnification,
the Company shall be bound by such determination and is precluded from asserting that such determination has not been made or that
the procedure by which such determination was made is not valid, binding, and enforceable. The Company further agrees to stipulate
in any court or before any arbitrator pursuant to this Section 11 that the Company is bound by all the provisions of this Agreement
and is precluded from making any assertions to the contrary. If the court or arbitrator shall determine that the Indemnitee is
entitled to any indemnification or advancement of Expenses hereunder, the Company shall pay all Expenses actually and reasonably
incurred by the Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate
proceedings) to the fullest extent permitted by law, and in any suit brought by the Company to recover an advancement of Expenses
pursuant to the terms of an undertaking, the Company shall pay all Expenses actually and reasonably incurred by the Indemnitee
in connection with such suit to the extent the Indemnitee has been successful, on the merits or otherwise, in whole or in part,
in defense of such suit, to the fullest extent permitted by law.


12. Non-Exclusivity of Rights; Survival of Rights; Insurance;
Subrogation.


(a) The rights provided by this Agreement shall not be deemed
exclusive of any other rights to which the Indemnitee may at any time be entitled under applicable law, the certificate of incorporation
or the bylaws of the Company (including the Certificate Incorporation or Bylaws), any agreement, a vote of stockholders, a resolution
of the Board of Directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision of this Agreement
shall limit or restrict any right of the Indemnitee under this Agreement in respect of any action taken or omitted by the Indemnitee
in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether
by statute or judicial decision, permits greater indemnification than would be afforded under the current certificate of incorporation
or bylaws of the Company and this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement
the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right
or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder
or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.






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(b) To the extent that the Company maintains an insurance
policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or
of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves
at the request of the Company, the Company shall obtain coverage for the Indemnitee under such policy or policies in accordance
with its or their terms to the maximum extent of the coverage available for any other director (if the Indemnitee is a director),
or officer (if the Indemnitee is not a director but is an officer), of the Company under such policy or policies. If, at the time
of the receipt of a notice of a claim pursuant to the terms of this Agreement, the Company has director and officer liability insurance
in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures
set forth in the respective policies. The Company shall thereafter take all commercially reasonable steps to cause such insurers
to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.


(c) In the event of any payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute
all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary
to enable the Company effectively to bring suit to enforce such rights.


(d) The Company shall not be liable under this Agreement to
make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise actually received
such payment under any insurance policy, contract, agreement or otherwise.


13. Expenses to Enforce Agreement. In the event that
the Indemnitee is subject to or intervenes in any action, suit, or proceeding in which the validity or enforceability of this Agreement
is at issue or seeks an adjudication or award in arbitration to enforce the Indemnitee’s rights under, or to recover damages
for breach of, this Agreement, the Indemnitee, if the Indemnitee prevails in whole or in part in such action, suit, or proceeding,
shall be entitled to recover from the Company and shall be indemnified by the Company against any Expenses actually and reasonably
incurred by the Indemnitee in connection therewith.


14. Continuation of Indemnity. All agreements and obligations
of the Company contained herein shall continue during the period the Indemnitee is a director, officer, employee, agent, or trustee
of the Company or while a director, officer, employee, agent, or trustee is serving at the request of the Company as a director,
officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including
service with respect to an employee benefit plan, and shall continue thereafter with respect to any possible claims based on the
fact that the Indemnitee was a director, officer, employee, agent, or trustee of the Company or was serving at the request of the
Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or
other enterprise, including service with respect to an employee benefit plan. This Agreement shall be binding upon all successors
and assigns of the Company (including any transferee of all or substantially all of its assets and any successor by merger or operation
of law) and shall inure to the benefit of the Indemnitee’s heirs, executors, and administrators.


 


15. Notification and Defense of Proceeding. Promptly after
receipt by the Indemnitee of notice of any Proceeding, the Indemnitee shall, if a request for indemnification or an advancement
of Expenses in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement
thereof; but the omission so to notify the Company shall not relieve it from any liability that it may have to the Indemnitee unless,
and to the extent that, such failure actually and materially prejudices the interests of the Company. Notwithstanding any other
provision of this Agreement, with respect to any such Proceeding of which the Indemnitee notifies the Company:


(a) The Company shall be entitled to participate therein at
its own expense;


(b) Except as otherwise provided in this Section 15(b), to
the extent that it may wish, the Company, jointly with any other indemnifying party similarly notified, shall be entitled to assume
the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election
so to assume the defense thereof, the Company shall not be liable to the Indemnitee under this Agreement for any expenses of counsel
subsequently incurred by the Indemnitee in connection with the defense thereof except as otherwise provided below. The Indemnitee
shall have the right to employ the Indemnitee’s own counsel in such Proceeding, but the fees and expenses of such counsel
incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless
(i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded
that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such Proceeding,
or (iii) the Company shall not within 60 calendar days of receipt of notice from the Indemnitee in fact have employed counsel to
assume the defense of the Proceeding, in each of which cases the fees and expenses of the Indemnitee’s counsel shall be at
the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of
the Company or as to which the Indemnitee shall have made the conclusion provided for in (ii) above; and






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(c) Notwithstanding any other provision of this Agreement,
the Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding
effected without the Company’s written consent, or for any judicial or other award, if the Company was not given an opportunity,
in accordance with this Section 15, to participate in the defense of such Proceeding. The Company shall not settle any Proceeding
in any manner that would impose any penalty or limitation on or disclosure obligation with respect to the Indemnitee, or that would
directly or indirectly constitute or impose any admission or acknowledgment of fault or culpability with respect to the Indemnitee,
without the Indemnitee’s written consent. Neither the Company nor the Indemnitee shall unreasonably withhold its consent
to any proposed settlement.


16. Advancement of Expenses. All Expenses incurred
by the Indemnitee in defending any Proceeding described in Section 4 or 5 shall be paid by the Company in advance of the final
disposition of such Proceeding at the request of the Indemnitee. Notwithstanding the foregoing, the Company shall not advance or
continue to advance Expenses to the Indemnitee (except by reason of the fact that the Indemnitee is or was a director of the Company)
if a determination is reasonably made that the facts known at the time such determination is made demonstrate clearly and convincingly
that the Indemnitee acted in bad faith or in a manner that the Indemnitee did not reasonably believe to be in or not opposed to
the best interests of the Company, or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe
his or her conduct was unlawful. Such determination shall be made: (i) by the Board of Directors of the Company by a majority vote
of Disinterested Directors, whether or not such majority constitutes a quorum; (ii) by a committee of Disinterested Directors designated
by a majority vote of such directors, whether or not such majority constitutes a quorum; (iii) if there are no Disinterested Directors,
or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which
shall be delivered to the Indemnitee; or (iv) in the event that a Change in Control has occurred, by Independent Counsel in a written
opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. To receive an advancement of Expenses
under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall reasonably
evidence the Expenses incurred by the Indemnitee and shall include or be accompanied by an undertaking, by or on behalf of the
Indemnitee, to repay all amounts so advanced if it shall ultimately be determined, by final judicial decision of a court of competent
jurisdiction from which there is no further right to appeal, that the Indemnitee is not entitled to be indemnified for such Expenses
by the Company as provided by this Agreement or otherwise. The Indemnitee’s undertaking to repay any such amounts is not
required to be secured. Each such advancement of Expenses shall be made within 20 calendar days after the receipt by the Secretary
of the Company of such written request. The Indemnitee’s entitlement to Expenses under this Agreement shall include those
incurred in connection with any action, suit, or proceeding by the Indemnitee seeking an adjudication or award in arbitration pursuant
to Section 11 of this Agreement (including the enforcement of this provision) to the extent the court or arbitrator shall determine
that the Indemnitee is entitled to an advancement of Expenses hereunder.


17. Severability; Prior Indemnification Agreements.
If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable as applied to any person
or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law (a) the validity, legality, and
enforceability of such provision in any other circumstance and of the remaining provisions of this Agreement (including, without
limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal, or unenforceable,
that are not by themselves invalid, illegal, or unenforceable) and the application of such provision to other persons or entities
or circumstances shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the provisions of
this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held
to be invalid, illegal, or unenforceable, that are not themselves invalid, illegal, or unenforceable) shall be construed so as
to give effect to the intent of the parties that the Company provide protection to the Indemnitee to the fullest enforceable extent
set forth in this Agreement. This Agreement shall supersede and replace any prior indemnification agreements entered into by and
between the Company and the Indemnitee and any such prior agreements shall be terminated upon execution of this Agreement.


18. Headings; References; Pronouns. The headings of
the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction thereof. References herein to section numbers are to sections of this Agreement. All pronouns and any
variations thereof shall be deemed to refer to the singular or plural as appropriate.






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19. Other Provisions.


(a) This Agreement and all disputes or controversies arising
out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware,
without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State
of Delaware, unless, if the Indemnitee is an employee of the Company, otherwise required by the law of the state in which the Indemnitee
primarily resides and works.


 


(b) This Agreement may be executed in two 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 of the parties and delivered to the other party.


(c) This Agreement shall not be deemed an employment contract
between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the
Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and
with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee
and the Company.


(d) 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. No failure or delay of either party in exercising any right or remedy hereunder shall operate
as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps
to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise
of any other right or power.


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IN WITNESS WHEREOF, the Company and the Indemnitee have caused this
Agreement to be executed as of the date first written above.


	 	 	 	 	 
	LANDSEA HOMES CORPORATION
	 	
         

         

	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 




 


 


[Signature
Page to Indemnification Agreement]


 






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        INDEMNITEE

         








 


 


 


 


[Signature
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