EXHIBIT 10.1


 


SHARE
REPURCHASE AGREEMENT


 


This
Share Repurchase Agreement (this “Agreement”) is made and entered into as of June 1, 2022, by and among
Landsea Homes Corporation, a Delaware corporation (the “Company”), and Landsea Holdings Corporation,
a Delaware corporation (“Selling Stockholder”).


 


RECITALS


 


WHEREAS,
the Selling Stockholder currently owns shares of the Company’s Common Stock, par value $0.0001 per share (the “Common
Stock”);


 


WHEREAS,
the Company and the Selling Stockholder propose to enter into a transaction (the “Repurchase Transaction”)
whereby the Selling Stockholder shall sell to the Company and the Company shall purchase from the Selling Stockholder an aggregate
of 4,398,826 shares (the “Repurchase Shares”) of Common Stock at a price per share of Common Stock of
$6.82 (the “Per Share Repurchase Price”); and


 


WHEREAS,
this Agreement and the transactions contemplated hereby were approved by the Company’s Audit Committee of the Board of Directors
(the “Board”) and a Special Committee of the Board comprised of independent directors who are not affiliated
with the Selling Stockholder or its affiliates.


 


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


 


ARTICLE
I

REPURCHASE


 


Section
1.01Repurchase of Shares.
On the terms and subject to the conditions set forth
in this Agreement, at the Closing (as defined below), the Selling Stockholder shall sell, transfer and deliver to the Company,
free and clear of all liens, charges or encumbrances of any nature whatsoever, and the Company shall purchase from the Selling
Stockholder, all of the Selling Stockholder’s right, title and interest in and to the Repurchase Shares.


 


ARTICLE
II

CLOSING


 


Section
2.01Closing. The closing of the Repurchase Transaction (the
“Closing”) shall take place via the electronic exchange of documents and signature pages at such time,
date or place as the Selling Stockholder and the Company may agree in writing (with the date upon which such Closing occurs being
referred to herein as the “Closing Date”).


 


Section
2.02Closing Deliverables. At the Closing, the Selling Stockholder
shall deliver an executed instruction letter to the Company’s transfer agent, Continental Stock Transfer & Trust Company
(the “Transfer Agent”), along with any stock power or other documents required by the Transfer Agent,
instructing the Transfer Agent to deliver the Repurchased Shares to the Company or as may otherwise be instructed by the Company,
and the Company agrees to deliver to the Selling Stockholder a dollar amount equal to the product of the Per Share Repurchase
Price and the number of Repurchase Shares, or $29,999,993.32, by wire transfer of immediately available funds.


 






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ARTICLE
III

REPRESENTATIONS, WARRANTIES AND COVENANT OF THE SELLING STOCKHOLDER


 


The
Selling Stockholder represents and warrants to the Company as follows:


 


Section
3.01Title to Repurchase Shares. The Selling Stockholder
has good, valid and marketable title to the Repurchase Shares, free and clear of all liens, encumbrances, equities or adverse
claims. The Selling Stockholder will have, immediately prior to the Closing, good, valid and marketable title to the Repurchase
Shares, free and clear of all liens, encumbrances, equities or adverse claims.


 


Section
3.02Required Consents; Authority. Except as would not impair in any material respect the ability of the Selling Stockholder
to consummate its obligations hereunder, all consents, approvals, authorizations, orders and qualifications necessary for the
execution, delivery and performance by the Selling Stockholder of this Agreement, and for the sale and delivery of the Repurchase
Shares to be sold by the Selling Stockholder hereunder, have been obtained; and the Selling Stockholder has full right, power
and authority to enter into, execute and deliver this Agreement and to sell, assign, transfer and deliver the Repurchase Shares;
this Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder. There is no suit,
action, investigation or proceeding pending or, to the knowledge of the Selling Stockholder, threatened against it that could
impair the ability of the Selling Stockholder to perform its obligations hereunder or to consummate the transactions contemplated
hereby.


 


Section
3.03Receipt of Information.


 


(a)The
Selling Stockholder hereby represents and acknowledges that it is a sophisticated investor and that it has such knowledge and
experience in financial and business matters and in making investment decisions regarding the sale of Repurchase Shares and of
making an informed investment decision. The Selling Stockholder represents and acknowledges that the Company may have material
non-public information concerning the Company and its condition (financial and otherwise), results of operations, businesses,
properties, plans and prospects and that such information could be material to the Selling Stockholder’s decision to sell
the Repurchase Shares or otherwise materially adverse to the Selling Stockholder’s interests. The Selling Stockholder acknowledges
and agrees that the Company shall have no obligation to disclose to it any such information and hereby waives and releases, to
the fullest extent permitted by law, any and all claims and causes of action it has or may have against the Company and its respective
affiliates, officers, directors, employees, agents and representatives based upon, relating to or otherwise arising out of nondisclosure
of such information or the sale of the Repurchase Shares hereunder.


 






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(b)The
Selling Stockholder has received all the information it considers necessary or appropriate for deciding whether to consummate
the Repurchase Transaction on the terms provided by this Agreement. The Selling Stockholder has had an opportunity to ask questions
of and to receive answers from, the Company concerning the Company, the Repurchase Shares and the transactions described in this
Agreement. The Selling Stockholder has had the opportunity to discuss with its legal, tax and other advisors the consequences
of the transactions described in this Agreement and is not relying on the Company (or any agent or representative thereof) for
any such matters. The Selling Stockholder has not received, nor is it relying on, any representations or warranties from the Company
or any of its directors, officers, subsidiaries or affiliates other than as provided herein, and the Company hereby disclaims
any other express or implied representations or warranties with respect to itself.


 


Section
3.04Enforceability. The Selling Stockholder has duly executed and delivered this Agreement, and, assuming due execution
and delivery by the Company, this Agreement constitutes the legal, valid and binding obligation of the Selling Stockholder, enforceable
against the Selling Stockholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’
rights generally or by equitable principles relating to enforceability.


 


Section
3.05No Conflicts. Neither the execution nor the delivery of this Agreement nor the consummation of the transactions contemplated
hereby conflicts with or will result in any violation of any provision of the Selling Stockholder’s organizational documents
or conflicts with, or will result in any violation of or constitute a default under any term of any material agreement, mortgage,
indenture, license, permit, lease, or other instrument, judgment, decree, order, law or regulation by which such Selling Stockholder
is bound.


 


Section
3.06Transfer Restriction. The Selling Stockholder agrees that, during the 90-day period from the date of this Agreement,
the Selling Stockholder shall not, without the prior written consent of the Company, directly or indirectly, (i) offer, sell,
pledge, contract to sell, sell any option contract, encumber or otherwise dispose of or transfer, nor permit to be offered, sold,
pledged, contracted to sell, sold any option contract, encumbered or otherwise disposed of or transferred in any manner, or (ii)
enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic
consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to
be settled by delivery of Common Stock or other securities, in each case either voluntarily or by operation of law, any of the
shares of Common Stock beneficially owned by the Selling Stockholder as of the date of this Agreement (the “Restricted
Shares”) or any of the economic or other rights associated therewith or otherwise enter into any transaction or agreement
with respect to the Restricted Shares that would be reportable with the Securities and Exchange Commission under Section 13(d)
or Section 16(a) of the Securities Exchange Act of 1934, as amended, or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder; provided that the provisions of this Section 3.06 shall not apply to (i) the sale of the Repurchase
Shares to the Company pursuant to this Agreement or any other transaction between the Selling Stockholder and the Company or any
other affiliate of the Selling Stockholder, (ii) the disposition of 4,838,710 Restricted Shares previously pledged pursuant to
that certain Pledge and Security Agreement, dated as of May 12, 2022, or the disposition of any other Restricted Shares pledged
in compliance with the Company’s insider trading policy, (iii) the disposition of 4,838,710 Restricted Shares pursuant to
that certain Stock Purchase Agreement dated May 31, 2022 or (iv) the disposition or transfer of Restricted Shares in response
to a tender or exchange offer for the Common Stock (other than a tender or exchange offer by the Selling Stockholder or one or
more of its affiliates) or as part of a merger, consolidation or other transaction in which, in each case, all or substantially
all of the outstanding shares of Common Stock of the Company are converted into or exchanged for other consideration as approved
by the Company’s Board of Directors.


 






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ARTICLE
IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The
Company represents and warrants to the Selling Stockholder as follows:


 


Section
4.01Authority Relative to this Agreement. The Company has full corporate power and authority to enter into, execute and
deliver this Agreement and to perform its obligations hereunder; and this Agreement and the consummation by it of the transactions
contemplated hereby have been duly authorized, executed and delivered by the Company.


 


Section
4.02Approvals. Except as would not impair in any material
respect the ability of the Company to consummate its obligations hereunder, all consents, approvals, authorizations, orders and
qualifications necessary for the execution, delivery and performance by the Company of this Agreement and the consummation of
the transactions contemplated by this Agreement have been obtained. There is no suit, action, investigation or proceeding pending
or, to the knowledge of the Company, threatened against it that could impair the ability of the Company to perform its obligations
hereunder or to consummate the transactions contemplated hereby.


 


Section
4.03Enforceability. The Company has duly executed and delivered this Agreement, and, assuming due execution and delivery
by the Selling Stockholder, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally or
by equitable principles relating to enforceability.


 


Section
4.04No Conflicts. Neither the execution nor the delivery of this Agreement nor the consummation of the transactions contemplated
hereby conflicts with or will result in any violation of any provision of the Company’s organizational documents or conflicts
with, or will result in any violation of or constitute a default under any term of any material agreement, mortgage, indenture,
license, permit, lease, or other instrument, judgment, decree, order, law or regulation by which the Company is bound.


 






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ARTICLE
V

MISCELLANEOUS


 


Section
5.01Termination. This Agreement may be terminated at any time by the mutual written consent of each of the parties hereto.


 


Section
5.02 Savings Clause. No provision of this Agreement shall
be construed to require any party or its affiliates to take any action that would violate any applicable law (whether statutory
or common), rule or regulation.


 


Section
5.03Amendment and Waiver. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the parties hereto. Any party may waive in whole or in part any
benefit or right provided to it under this Agreement, such waiver being effective only if set forth in a writing executed by such
party. No course of dealing between or among any persons having any interest in this Agreement will be deemed effective to modify,
amend or discharge any part of this Agreement or any rights or obligations of any party under or by reason of this Agreement.
The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions
and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with
its terms.


 


Section
5.04Severability. If any provision of this Agreement shall
be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement
shall not be affected and shall remain in full force and effect.


 


Section
5.05Entire Agreement. Except as otherwise expressly set
forth herein, this Agreement, together with the agreements and other documents and instruments referred to herein or therein or
annexed hereto and executed contemporaneously herewith, embody the complete agreement and understanding among the parties hereto
with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by
or among the parties, written or oral, that may have related to the subject matter hereof in any way.


 


Section
5.06Successors and Assigns. Neither this Agreement nor any
of the rights or obligations of any party under this Agreement shall be assigned, in whole or in part by any party without the
prior written consent of the other parties.


 


Section
5.07No Third-Party Beneficiaries. No person other than the
parties hereto shall have any rights or benefits under this Agreement, and nothing in this Agreement is intended to, or will,
confer on any person other than the parties hereto any rights, benefits or remedies.


 






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Section
5.08No Broker or Withholding Tax. Except as previously disclosed
to each other party in writing, no party has engaged any third party as broker or finder or incurred or become obligated to pay
any broker’s commission or finder’s fee in connection with the Repurchase Transaction. No payment made by the Company
to the Selling Stockholder is subject to any tax withholding under the U.S. federal income tax laws.


 


Section
5.09Counterparts. This Agreement may be executed in separate
counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.


 


Section
5.10Notices. All notices and other communications to any
party hereunder shall be in writing (including facsimile transmission and e-mail transmission, so long as a receipt of such e-mail
is requested and received) and shall be given,


 


	If
    to the Company:	Landsea
                                                       Homes Corporation

        

        660
        Newport Center Drive, Suite 300 

        Newport
        Beach, CA 92660

        

        Attn:
        Franco Tenerelli 

        Email:
        ftenerelli@landseahomes.com

         

        with
        a copy to:

         

        Gibson,
        Dunn & Crutcher LLP

        

        3161
        Michelson Drive 

        Irvine,
        CA 92612

        

        Attn:
        Michael Flynn; Peter Wardle 

        Email:
        mflynn@gibsondunn.com; pwardle@gibsondunn.com

         

	If
    to the Selling Stockholder:	Landsea
                                           Holdings Corporation

                                           530 Lytton Ave, Suite 304

        

        Palo
        Alto, CA 94301 

        Attn:
        Joanna Zhou

        

        Email:
        zhouqin@landsea.cn

         

        with
        a copy to:

         

        Squire
        Patton Boggs LLP 

        555
        South Flower Street, 31st Floor

        

        Los
        Angeles, CA 90071 

        Attn:
        James Hsu; Aaron A. Seamon

        

        Email:
        james.hsu@squirepb.com; aaron.seamon@squirepb.com




 


Section
5.11Governing Law. This Agreement and any claim, controversy
or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State
of Delaware applicable to agreements made and to be performed in such state.


 


Section
5.12Interpretation. The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The words “hereof,”
“herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement
as a whole and not to any particular provision of this Agreement, and Article and Section references are to this Agreement unless
otherwise specified. The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms
of such terms. Whenever the words “include,” “includes” or “including” are used in this Agreement,
they shall be deemed to be followed by the words “without limitation.” “Business Day” means any day that
is not a Saturday, Sunday or other day on which banks are required or authorized by law to be closed in New York, New York.


 


[SIGNATURE
PAGE FOLLOWS]


 






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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their
respective officers thereunto duly authorized.


 





	 	LANDSEA HOMES CORPORATION
	 	 
	 	By:	/s/ John Ho
	 	Name:	John Ho
	 	Title:	CEO








 





	 	LANDSEA HOLDINGS CORPORATION
	 	 
	 	By:	/s/ Qin Zhou
	 	Name:	Qin Zhou
	 	Title:	CEO









 





Signature Page to Share Repurchase Agreement

 


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