EXHIBIT
10.1


FIFTH AMENDMENT AGREEMENT


 


This FIFTH AMENDMENT AGREEMENT,
dated as of September 30, 2022 (this “Amendment”), is made and entered into by and among LANDSEA HOMES CORPORATION,
a Delaware corporation (the “Borrower”), WESTERN ALLIANCE BANK, an Arizona corporation (“Western Alliance
Bank”), as Administrative Agent (in such capacity, the “Administrative Agent”), and as an Incremental Lender
(“Incremental Lender”), and the other Loan Parties as of the date hereof.


 


RECITALS:


 


WHEREAS, reference is made to the
Credit Agreement dated as of October 6, 2021 (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 2.14 of the Credit Agreement, the Borrower has requested that Western Alliance
Bank provide an Incremental Commitment of $20,000,000 (the “Revolving Commitment Increase”);


 


WHEREAS, each Incremental Lender
is willing to provide its Incremental Commitment to the Borrower on the Incremental Effective Date (as defined below).


 


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:


 


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


 


SECTION 2. Incremental Loans.
(a) Each Incremental Lender hereby agrees to provide a Commitment to the Borrower to make Revolving Loans from and after the Incremental
Effective Date in U.S. Dollars in an aggregate principal amount equal to the amount set forth opposite Incremental 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
Effective Date (the “Existing Revolving Commitments”).


 






     


     


    

 


(b) Each Incremental 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 Incremental 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; (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; and (iv) acknowledges and agrees that
upon the Incremental Effective Date such Incremental Lender shall be a “Lender” and an “Incremental Lender” under,
and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and
shall perform all the obligations of and shall have all rights of a Lender and an Incremental Lender thereunder.


 


SECTION 3. Effective Date
Reallocation. Pursuant to Section 2.14(g) of the Credit Agreement, on the Incremental Effective Date, (i) the Incremental Lender
shall make a payment to Administrative Agent in an amount sufficient, upon the application of such payments by the Incremental Lender
to the reduction of the outstanding Revolving Loans held by each Lender, to cause the principal amount outstanding under the Revolving
Loans made by such Lender (including the Incremental Lender) to be in the amount of its Applicable Percentage (upon the Incremental Effective
Date, after giving effect to such Incremental Commitment) of all outstanding Revolving Loans, and (ii) if there are Letters of Credit
then outstanding, the participation of the Lenders in such Letters of Credit will be automatically adjusted to reflect the Applicable
Percentages of all the Lenders (including the Incremental Lender) after giving effect to the applicable Incremental Commitment(s).


 


SECTION 4. Conditions Precedent
to Effectiveness of Amendment and Incremental Loans. This Amendment, and each Incremental Lender’s 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 Effective Date”):


 


(a) The Administrative
Agent shall have received from the Borrower, each other Loan Party, and each Incremental 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 and dated the Incremental
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 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 this
Amendment, certified as of the Incremental 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.






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(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 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 Effective Date pursuant to the Loan Documents remain
in full force and effect on the Incremental 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 Effective Date pursuant to the Loan Documents remain true and correct as of the Incremental 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 Incremental Lender that shall have requested a promissory note, a duly completed and executed promissory
note for Incremental Lender.


 


(f) The Administrative
Agent shall have received all fees and other amounts due and payable on or prior to the Incremental Effective Date, including 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.


 


(h) The Administrative
Agent and Incremental Lender shall have received, at least three Business Days prior to the Incremental Effective Date, all documentation
and other information about the Borrower and the other Loan Parties as shall have been requested prior to the Incremental Effective Date
by the Administrative Agent or such Incremental 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.


 


(i) 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.


 


(j) The representations
and warranties in Section 5 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 Effective Date, and such notice shall be conclusive and binding.


 


SECTION 5. Representations
and Warranties. In order to induce the Lenders, Incremental Lenders and the Administrative Agent to enter into this Amendment
and to induce the Incremental Lenders to provide the Incremental Commitments hereunder, the Borrower hereby represents and warrants to
the Lenders, each Incremental Lender and the Administrative Agent on and as of the Incremental Effective Date that:


 






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(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 each Loan Party that is 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 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).


 






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SECTION 6. Reaffirmation
of Guarantees. 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 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.


  


SECTION 7. 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.


 


(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 Incremental Lender.


 


(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 the
requisite parties pursuant to Section 10.2(c) of the Credit Agreement.


 


(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.


 






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(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.


 


(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.


 






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(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.


 


(m) Reference to
and Effect on the Credit Agreement and the Other Loan Documents. On and after the Incremental 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.


  


	ADMINISTRATIVE AGENT:	 
	 	 
	 	WESTERN ALLIANCE BANK, an
Arizona corporation
	 
	 	By:	/s/
Tomas Fach
	 	Name:	Tomas Fach
	 	Title:	Senior Vice-President







  


[Signature Page to Fifth Amendment Agreement]


 



     


     


    




 





	

INCREMENTAL LENDER:

	 
	 	 
	 	WESTERN ALLIANCE BANK, an
Arizona corporation
	 
	 	By:	/s/
Tomas Fach
	 	Name:	Tomas Fach
	 	Title:	Senior Vice-President






  


[Signature Page to Fifth Amendment Agreement]


 






     


     


    

 





	BORROWER:	 
	 	 
	 	LANDSEA HOMES US CORPORATION,
a Delaware corporation
	 
	 	By:	/s/
John Ho
	 	Name:	John Ho
	 	Title:	Chief Executive
Officer


  


[Signature Page to Fifth Amendment Agreement]


 












     


     


    

 


	GUARANTORS:	 
	 	 
	 	LANDSEA HOMES US CORPORATION,
a Delaware corporation
	 
	 	By:	/s/
John Ho
	 	Name:	John Ho
	 	Title:	Chief Executive
Officer




 


[Signature Page to Fifth Amendment Agreement]




 



     


     


    




 


	GUARANTORS CONTINUED:	 
	 	 
	 	LANDSEA HOMES- WAB2LLC, a Delaware limited liability company
	 	GARRETT WALKER HOMES, LLC, an Arizona limited
	 	liability company
	 	AV1, LLC, an Arizona limited liability company
	 	GWH NCC, LLC, an Arizona limited liability company
	 	GWH MOUNTAIN VIEWS, LLC, an Arizona limited liability company
	 	BETHANY RANCH, LLC, an Arizona limited liability company
	 	GWH GRAND VILLAGE, LLC , an Arizona limited liability company
	 	GWH NCC-71, LLC, an Arizona limited liability company
	 	GWH PARK FOREST, LLC, an Arizona limited liability company
	 	GWH WEST POINTE ESTATES, LLC, an Arizona limited liability company
	 	GWH WEST POINTE VILLAGE, LLC, an Arizona limited liability company
	 	GWH TRENTON PARK, LLC, an Arizona limited liability company
	 	GWH SUNDANCE, LLC, an Arizona limited liability company
	 	GWH NORTHERN FARMS, LLC, an Arizona limited liability company
	 	GWH NCC 13 & 14, LLC , an Arizona limited liability company
	 	ACOMA COURT, LLC, an Arizona limited liability company
	 	PINNACLE WEST HOMES M72 LLC, an Arizona limited liability company
	 	GWH SUNSET FARMS, LLC, an Arizona limited liability company
	 	GWH NCC 9 & 11, LLC, an Arizona limited liability
company
	 	GWH SUNRISE, LLC, an Arizona limited liability company
	 	PINNACLE WEST HOMES CENTERRA LLC, an Arizona limited liability company




 





		By: 	/s/
John Ho
		Name:	John Ho
		Title:	Chief Executive
Officer




  


[Signature Page to Fifth Amendment Agreement]


 



     


     


    




 


	GUARANTORS
CONTINUED:	 
	 	 
	 

 	PINNACLE WEST HOMES DESTINY LLC, an Arizona
limited liability company
	 	LS-VERRADO VICTORY DUPLEX LLC, a Delaware limited
liability company
	 	LS-EASTMARK
V LLC, a Delaware limited liability company
	 	LS-VEH COUNTRY CLUB LAKES LLC, a Delaware limited
liability company
	 	LS-VEH EAGLE CREST LLC , a Florida limited liability
company
	 	LS-VEH GEORGIANA RESERVE LLC, a Delaware limited
liability company
	 	LS-VEH ST. JOHN’S LLC, a Delaware limited
liability company
	 	LS-VEH HALIFAX ESTATE LLC, a Delaware limited liability
company
	 	LS-VEH HALIFAX BULOW LLC, a Delaware limited liability
company
	 	LS-VEH LAKE HELEN LLC , a Delaware limited liability
company
	 	LS-VEH REDTAIL LLC, a Delaware limited liability
company
	 	LS-VEH
LLC, a Delaware limited liability company
	 	LS-VEH
2 LLC, a Delaware limited liability company
	 	LS-VEH
TX LLC, a Delaware limited liability company
	 	LS-VEH
TX 2 LLC, a Delaware limited liability company
	 	LS-VEH JUNCTION LLC, a Delaware limited liability
company
	 	LS-FL COURTYARDS AT WATERSTONE LLC, a Delaware limited
liability company
	 	LANDSEA HOMES- WAB LLC , a Delaware limited liability
company
	 	LS INVESTCO VALE LLC, a Delaware limited liability
company
	 	SF
VALE, LLC, a Delaware limited liability company
	 	LS MANAGER VALE LLC, a Delaware limited liability
company
	 	LS-SUNNYVALE
LLC, a California limited liability company
	 	THE VALE PA-1 OWNER, LLC , a Delaware limited liability
company
	 	THE VALE PA-2 OWNER, LLC , a Delaware limited liability
company
	 	THE VALE PA-3 OWNER, LLC , a Delaware limited liability
company





 





		By: 	/s/
John Ho
		Name:	John Ho
		Title:	Chief Executive
Officer


 


[Signature Page to Fifth Amendment Agreement]


 






     


     


    

  	GUARANTORS
                                       CONTINUED:	 
	 	 
	 	LS-MILPITAS LLC, a Delaware limited liability company
	 	LS-LIDO LLC, a Delaware limited liability company
	 	LS-NEWARK LLC, a Delaware limited liability company
	 	LS-CHANDLER LLC, a Delaware limited liability company
	 	LS-CHATSWORTH LLC, a Delaware limited liability
company
	 	LS-ONTARIO II LLC, a Delaware limited liability
company
	 	LS-ONTARIO LLC, a Delaware limited liability company
	 	PINNACLE WEST HOMES E92 LLC, an Arizona limited
liability company
	 	LS-EASTMARK LLC, a Delaware limited liability company
	 	LS-TRACY LLC, a Delaware limited liability company
	 	LS-GOODYEAR LLC, a Delaware limited liability company
	 	LS-ANAHEIM LLC, a Delaware limited liability company
	 	LS-925 WOLFE LLC, a Delaware limited liability company
	 	LS-BENTRIDGE LLC, a Delaware limited liability company
	 	LS-51 PEORIA LLC, a Delaware limited liability company
	 	MERCEDES PREMIER HOMES, LLC, a Florida limited liability
company
	 	MERCEDES PREMIER HOMES JACKSONVILLE LLC, a Florida
limited liability company
	 	MERCEDES PREMIER HOMES MELBOURNE LLC, Florida limited
liability company a
	 	VINTAGE ESTATE HOMES LLC, a Florida limited liability
company
	 	VINTAGE ESTATE HOMES OF TEXAS LLC, a Florida limited
liability company
	 	MERCEDES PREMIER REALTY, LLC, a Florida limited
liability company
	 	COUNTRY CLUB LAKES DEVELOPERS, LLC, a Florida limited
liability company
	 	HERITAGE POINT COMMUNITY DEVELOPERS LLC, a Florida
limited liability company
	 	THOUSAND OAKS DEVELOPMENT, LLC, a Florida limited
liability company
	 	GEORGIANA COMMUNITY DEVELOPERS, LLC, a Florida limited
liability company






 


		By: 	/s/
John Ho
		Name:	John Ho
		Title:	Chief Executive
Officer





 


[Signature Page to Fifth Amendment Agreement]


 






     


     


    

  


	GUARANTORS
CONTINUED:	 
	 	 
	 	THE JUNCTION COMMUNITY DEVELOPERS, LLC, a Florida
limited liability company
	 	LANDSEA URBAN LLC, a Delaware limited liability
company
	 	LANDSEA
CONSTRUCTION INC., a Delaware corporation
	 	LANDSEA CONSTRUCTION liability company LLC,
a California limited
	 	LANDSEA CONSTRUCTION ARIZONA INC., a Delaware corporation
	 	LANDSEA REAL ESTATE INC. , a California corporation
	 	LANDSEA REAL ESTATE, NEW JERSEY, L.L.C., a Delaware
limited liability company
	 	LANDSEA REAL ESTATE CALIFORNIA, INC., a California
corporation
	 	LANDSEA REAL ESTATE ARIZONA INC., a Delaware corporation




 





		By: 	/s/
John Ho
		Name:	John Ho
		Title:	Chief Executive
Officer


  


[Signature Page to Fifth Amendment Agreement]


 






     


     


    

  


	GUARANTORS
CONTINUED:	 
	 	 
	 	LANDSEA HOMES OF CALIFORNIA INC., a Delaware corporation
	 	LS-SANTA CLARA LLC, a Delaware limited liability
company
	 	LS-DANVILLE
LLC, a Delaware limited liability company
	 	LS-WALNUT CREEK LLC, a California limited liability
company
	 	LS-SF JORDAN RANCH LLC, a California limited liability
company
	 	LS-NOVATO
LLC, a Delaware limited liability company
	 	LS-WILDER
LLC, a Delaware limited liability company
	 	LS-ALAMEDA MARINA LLC, a Delaware limited liability
company
	 	LS-SAN
JUAN LLC, a Delaware limited liability company
	 	LS-PLACENTIA
LLC, a Delaware limited liability company
	 	LS-FONTANA
LLC, a Delaware limited liability company
	 	LS-LA SIMI MEZZ LLC, a Delaware limited liability
company
	 	LS-LA
SIMI LLC, a California limited liability company
	 	LS-OC
PORTOLA LLC, a California limited liability company
	 	PORTOLA PA-1 MEZZ OWNER LLC, a Delaware limited
liability company
	 	PORTOLA PA-1 OWNER, LLC, a Delaware limited liability
company
	 	PORTOLA PA-3 MEZZ OWNER LLC, a Delaware limited
liability company
	 	PORTOLA PA-3 OWNER, LLC, a Delaware limited liability
company
	 	PORTOLA PA-4 MEZZ OWNER LLC, a Delaware limited
liability company
	 	PORTOLA PA-4 OWNER, LLC, a Delaware limited liability
company
	 	PORTOLA PA-5 MEZZ OWNER LLC, a Delaware limited
liability company
	 	PORTOLA PA-5 OWNER, LLC, a Delaware limited liability
company
	 	PORTOLA PA-5B MEZZ OWNER LLC, a Delaware limited
liability company
	 	PORTOLA PA-5B OWNER, LLC, a Delaware limited liability
company






 





		By: 	/s/
John Ho
		Name:	John Ho
		Title:	Chief Executive
Officer


 


[Signature Page to Fifth Amendment Agreement]


 






     


     


    

 


	GUARANTORS CONTINUED:	 
	 	 
	 	LANDSEA HOMES OF TEXAS LLC, a Delaware limited liability
company
	 	LANDSEA HOMES OF FLORIDA LLC, a Delaware limited
liability company
	 	LANDSEA HOMES OF ARIZONA LLC, a Delaware limited
liability company
	 	LS-NORTH PHOENIX LLC, a Delaware limited liability
company
	 	LS-QUEEN CREEK LLC, a Delaware limited liability
company
	 	LS-QUEEN CREEK II LLC, a Delaware limited liability
company
	 	LS-VERRADO MARKETSIDE LLC, a Delaware limited liability
company
	 	LS-CITRUS PARK LLC, a Delaware limited liability
company
	 	GWH HOLDINGS, LLC, an Arizona limited liability
company
	 	GARRETT WALKER DEVELOPMENT, LLC, an Arizona limited
liability company
	 	JJAZ CONSTRUCTION, LLC, an Arizona limited liability
company
	 	GW SALES, LLC, an Arizona limited liability company
	 	54 WINDSOR, LLC, an Arizona limited liability company
	 	ALICE PARK, LLC, an Arizona limited liability company
	 	SUMMERS PLACE AT BASELINE, LLC, an Arizona limited
liability company
	 	THE GROVE AT BASELINE, LLC, an Arizona limited liability
company
	 	THE RIDGE, LLC, an Arizona limited liability company
	 	TOWNLEY PARK, LLC, an Arizona limited liability
company
	 	SFGW, LLC, an Arizona limited liability company
	 	OLIVE PARK, LLC, an Arizona limited liability company
	 	PARADISE 21, LLC, an Arizona limited liability company
	 	SGCR, LLC, an Arizona limited liability company
	 	SMGWH, LLC, an Arizona limited liability company
	 	CDR11, LLC, an Arizona limited liability company
	 	GRAND MANOR, LLC, an Arizona limited liability company
	 	GWH CANTADA, LLC, an Arizona limited liability company
	 	HEARN MANOR, LLC, an Arizona limited liability company
	 	HNM, LLC, an Arizona limited liability company





 





		By: 	/s/
John Ho
		Name:	John Ho
		Title:	Chief Executive
Officer


  


[Signature Page to Fifth Amendment Agreement]


 






     


     


    

 


	GUARANTORS
CONTINUED:	 
	 	 
	 	PINNACLE WEST HOMES HOLDING LLC, a Delaware limited
liability company
	 	A & J COMPANIES, LLC, an Arizona limited liability
company
	 	PINNACLE WEST HOMES AND DEVELOPMENT, LLC, an Arizona
limited liability company
	 	PINNACLE WEST HOMES ALAMAR LLC, an Arizona limited
liability company
	 	PINNACLE WEST HOMES ENCANTA LLC, an Arizona limited
liability company
	 	PINNACLE WEST HOMES HIGHLANDS LLC, an Arizona limited
liability company
	 	PINNACLE WEST HOMES E-69 LLC, an Arizona limited
liability company
	 	PINNACLE WEST HOMES E70 LLC, an Arizona limited
liability company
	 	PINNACLE WEST HOMES M71 LLC, an Arizona limited
liability company
	 	PINNACLE WEST HOMES E44 LLC, an Arizona limited
liability company
	 	PINNACLE WEST HOMES V117 LLC, an Arizona limited
liability company
	 	PINNACLE WEST HOMES E48 LLC, an Arizona limited
liability company




  


		By: 	/s/
John Ho
		Name:	John Ho
		Title:	Chief Executive
Officer





 


[Signature Page to Fifth Amendment Agreement]


 






     


     


    

  


	GUARANTORS
CONTINUED:	 
	 	 
	 	HANOVER FAMILY BUILDERS, LLC, a Florida limited
liability company
	 	HFB ARDMORE PHASE III, LLC, a Florida limited liability
company
	 	HFB CELERY AVENUE, LLC, a Florida limited liability
company
	 	HFB CYPRESS HAMMOCK, LLC, a Florida limited liability
company
	 	HFB CYPRESS OAKS, LLC, a Florida limited liability
company
	 	HFB ORCHID TERRACE, LLC , a Florida limited liability
company
	 	HFB PRESERVATION POINTE LLC, a Florida limited liability
company
	 	HFB RIDGEVIEW LLC, a Florida limited liability company
	 	HFB SKY VENTURES, LLC, a Florida limited liability
company
	 	HFB FIRST PLACE, LLC , a Florida limited liability
company
	 	HFB SUNRISE, LLC, a Florida limited liability company
	 	HFB GREENFIELD, LLC , a Florida limited liability
company
	 	HFB HORSE CREEK, LLC , a Florida limited liability
company




 





		By: 	/s/
John Ho
		Name:	John Ho
		Title:	Chief Executive
Officer


  


[Signature Page to Fifth Amendment Agreement]


 






     


     


    

  


	GUARANTORS
CONTINUED:	 
	 	 
	 	HFB TRINITY LAKES, LLC, a Florida limited liability
company
	 	HFB WILLIAMS PRESERVE, LLC, a Florida limited liability
company
	 	HFB
LAKES, LLC, a Florida limited liability company
	 	HFB WIREGRASS PARTNER, LLC, a Florida limited liability
company
	 	PSH PARTNERSHIP, LLC , a Florida limited liability
company
	 	WILLIAMS PRESERVE PHASE III, LLC, a Florida limited
liability company
	 	HFB BERESFORD WOODS, LLC, a Florida limited liability
company
	 	HFB KENTUCKY SQUARE, LLC, a Florida limited liability
company
	 	HFB HAMMOCK RESERVE, LLC, a Florida limited liability
company
	 	THOMPSON ROAD, LLC , a Florida limited liability
company
	 	HFB MARION RIDGE, LLC, a Florida limited liability
company
	 	HFB TRINITY PLACE, LLC, a Florida limited liability
company
	 	HANOVER SUNRISE RIDGE, LLC, a Florida limited liability
company
	 	LS-14 AVE MEMBER LLC, a Delaware limited liability
company
	 	LS-14 AVE JV LLC, a Delaware limited liability company
	 	LS-14 AVE MEZZ LLC , a Delaware limited liability
company
	 	LS-14
AVE LLC, a Delaware limited liability company
	 	LS-ANTHEM LLC, a Delaware limited liability company
	 	VE
HOMES, LLC, a Florida limited liability company
	 	LS-LCF CA, LLC, a Delaware limited liability company




 





		By: 	/s/
John Ho
		Name:	John Ho
		Title:	Chief Executive
Officer


 


[Signature Page to Fifth Amendment Agreement]


 






     


     


    

 


Schedule I 


 


As of the Incremental Effective Date:


  


	Incremental
    Lender	Incremental
    Commitment
	Western
    Alliance Bank	$20,000,000
	Total:	$20,000,000