Exhibit 10.1

  

  
    
      

      

    

    FIRST AMENDMENT AND COMMITMENT INCREASE AGREEMENT

     

    Dated as of September 8, 2021

     

    among

     

    DREAM FINDERS HOMES, INC.,

    as Borrower,

     

    BANK OF AMERICA, N.A.,

    as Administrative Agent

    and

    an L/C Issuer,

     

    The Other L/C Issuers Party Hereto,

     

    and

     

    The Other Lenders Party Hereto

     

    U.S. BANK NATIONAL ASSOCIATION

    D/B/A HOUSING CAPITAL COMPANY,

    and

    FLAGSTAR BANK, FSB,

    as

    Syndication Agents

     

    BMO HARRIS BANK N.A.,

    as

    Documentation Agent

     

    BOFA SECURITIES, INC.,

    as

    Sole Bookrunner

     

    BOFA SECURITIES, INC.,

    U.S. BANK NATIONAL ASSOCIATION

    D/B/A HOUSING CAPITAL COMPANY,

    and

    FLAGSTAR BANK, FSB,

    as

    Joint Lead Arrangers

     

    
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    FIRST AMENDMENT AND COMMITMENT INCREASE AGREEMENT

    

    

    THIS FIRST AMENDMENT AND COMMITMENT INCREASE AGREEMENT (this “Amendment”) is dated as of September 8, 2021, by and among DREAM FINDERS HOMES, INC., a Delaware corporation (“Borrower”),

      BANK OF AMERICA, N.A., as administrative agent for the lenders (in such capacity, “Administrative Agent”), and the Lenders (defined below)
      party hereto.

    

    

    W I T N E S S E T H

    

    

    A.          Reference is made to the Credit Agreement, dated as of
        January 25, 2021, by and among Borrower, each of the Lenders defined therein (collectively, together with the New Lenders defined below, “Lenders”),

        Administrative Agent and the other parties thereto (as renewed, extended, modified, and amended from time to time prior to the date hereof, the “Credit

          Agreement”).  Terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein defined.

     

    B.           Pursuant to Section 2.14 of the Credit Agreement, Borrower has requested an increase in the Aggregate Commitments.

     

    C.          Each New Lender identified on the signature pages
        hereof (each, a “New Lender” and collectively, “New Lenders”) has agreed to join the Credit Agreement as a Lender and provide a Commitment thereunder, and certain Lenders identified on the signature pages hereof (each, an “Increasing Lender” and collectively, the “Increasing Lenders”) have
        agreed to increase their existing Commitments under the Credit Agreement, in each case, to accommodate Borrower’s request.

     

    D.          The parties hereto have also agreed to amend certain
        terms and provisions of the Credit Agreement as more particularly described herein.

     

    NOW, THEREFORE, the parties hereto agree as follows:

     

    1.            Amendments.  On and after the Effective Date (defined below):

     

    (a)          The following definitions are hereby added to Section 1.01 of the Credit Agreement in appropriate alphabetical order:

     

    “Acquisition” means a
      transaction or series of transactions resulting in acquisition of a business, division, or all or substantially all of the assets of a Person, acquisition of record or beneficial ownership of the equity interests of a Person, or merger, consolidation
      or combination of a Person with or into another Person.

     

    “Credit Party” has the
      meaning set forth in Section 9.12.

     

    “Debt to Capitalization Surge
        Period” has the meaning set forth in Section 7.13(a).

     

    “Earnout Obligations”
      means contingent earnout obligations payable to one or more sellers incurred in connection with an Acquisition.

     

    “MHI Acquisition”
      means the Acquisition by the Loan Parties of the assets of McGuyer Homebuilders, Inc.

     

    “Rescindable Amount”
      has the meaning set forth in Section 2.11(b)(ii).

     

    
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    (b)         The definitions of “Indebtedness,” “Interest Period” and “Tangible Net Worth” in Section 1.01
        of the Credit Agreement are hereby deleted in their entireties and replaced with the following:

     

    “Indebtedness” means,
      as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

     

    (a)          all obligations of such Person for
        borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

     

    (b)         all direct or contingent
        obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, comfort letters, keep-well agreements, capital maintenances agreements and similar instruments, to
        the extent such instruments and agreements support financial, rather than performance, obligations;

     

    (c)          net obligations of such Person
        under any Swap Contract;

     

    (d)         all obligations of such Person to
        pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and, in each case, not past due for more than 60 days after the date on which such trade account payable was created
        and (ii) Earnout Obligations);

     

    (e)       indebtedness (excluding prepaid
        interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such
        Person or is limited in recourse;

     

    (f)          Capital Leases and Synthetic Lease
        Obligations;

     

    (g)         all obligations of such Person to
        purchase, redeem, retire, defease or otherwise make any payment in respect of any Disqualified Stock or other equity interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its
        voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

     

    (h)          all Guarantees of such Person in
        respect of any of the foregoing.

     

    For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other
      than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation
      under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capital Lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness
      in respect thereof as of such date.

     

    “Interest Period”
      means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a

     

    
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      Eurodollar Rate Loan and ending on the date one, three or six months thereafter (in each case, subject to availability), as selected by Borrower in its Loan Notice; provided
      that:

     

    

    (a)          any Interest Period that would
        otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end
        on the next preceding Business Day;

     

    (b)          any Interest Period pertaining to
        a Eurodollar Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the
        calendar month at the end of such Interest Period; and

     

    (c)          no Interest Period shall extend
        beyond the Maturity Date.

     

    “Tangible Net Worth”
      means, for the Consolidated Group as of any date of determination, (a) total equity on a consolidated basis determined in accordance with GAAP, minus (b) all
      intangible assets on a consolidated basis determined in accordance with GAAP, excluding the portion of goodwill attributable to Earnout Obligations, plus (c)
      all depreciation determined in accordance with GAAP.

     

    (c)          Section 2.11(b)(ii) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

     

    (ii)          Payments by Borrower; Presumptions by Administrative Agent. Unless Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to
        Administrative Agent for the account of the Lenders or any L/C Issuer hereunder that Borrower will not make such payment, Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance
        upon such assumption, distribute to the Lenders or the applicable L/C Issuer, as the case may be, the amount due. With respect to any payment that Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which
        Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) Borrower has not in fact made such payment; (2) Administrative Agent has made a payment in excess of the amount so paid by Borrower (whether or not then owed); or (3) Administrative agent has
        for any reason otherwise erroneously made such payment; then each of the Lenders or the applicable L/C Issuers, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the Rescindable Amount so distributed to such
        Lender or such L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the greater of the Federal
        Funds Rate and a rate determined by Administrative Agent in accordance with banking industry rules on interbank compensation.

     

    (d)          Section 2.14(a) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

     

    
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    (a)        Request for Increase. Provided there exists no Default, upon notice to Administrative Agent (which shall promptly notify the Lenders), Borrower may from time to time, request an increase
        in the Aggregate Commitments (which increase may take the form of additional Commitments, new revolving loan tranches, new term loan tranches or any combination of the foregoing) to an amount (for all such requests) not exceeding $1,050,000,000; provided that any such request for an increase shall be in a minimum amount of $25,000,000 (or such lesser amount approved by Administrative Agent in writing). At
        the time of sending such notice, Borrower (in consultation with Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery
        of such notice to the Lenders).

     

    (e)          The hanging paragraph following Section 3.03(c) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

     

    then, in the case of clauses (i)-(iii)
      above, on a date and time determined by Administrative Agent (any such date, the “LIBOR Replacement Date”), which date shall be at the end of
      an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur within a reasonable period of time after the occurrence of any of the events or circumstances under clauses (i), (ii) or (iii) above and, solely with respect to clause (ii) above,
      no later than the Scheduled Unavailability Date, LIBOR will be replaced hereunder and under any Loan Document with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest
      calculated that can be determined by Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment Successor Rate”):

     

    (f)          Section 7.03 of the Credit Agreement is hereby amended to (i) delete “and” in clause (h)
        thereof; (ii) replace “.” with “; and” in clause (i) thereof; and (iii) add a new clause (j) in appropriate alphabetical order to read in its entirety as follows:

     

    (j)         obligations under contracts to
        purchase real property in the ordinary course of business so long as such obligations are not evidenced by a promissory note and are not secured by a Lien on any property or other assets of any member of the Consolidated Group.

     

    (g)          Section 7.13(a) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

     

    (a)         Maximum Debt to Capitalization Ratio. Permit the Debt to Capitalization Ratio as of the last day of any fiscal quarter of Borrower to be greater than the ratio set forth below opposite
        such fiscal quarter, provided that, as of the last day of the fiscal quarter in which the MHI Acquisition occurred and the fiscal quarter immediately
        following such fiscal quarter (such period, a “Debt to Capitalization Surge Period”), the Debt to Capitalization Ratio may not be greater
        than the applicable ratio set forth below in the “Debt to Capitalization Surge Period Ratio” column:

     

    	
            Four Fiscal Quarters Ending

          	
            Maximum Debt to

            Capitalization Ratio

          	
            Debt to

            Capitalization Surge

            Period Ratio

          
	
            Closing Date through December 2021

          	
            65.00%

          	
            70.00%

          


    

    

    
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              January 2022 through December 2022

            	
              62.50%

            	
              67.50%

            
	
              January 2023 and each fiscal quarter thereafter

            	
              60.00%

            	
              65.00%

            


    

     

      

    (h)          Article IX of the Credit Agreement is hereby amended to add the following new Section 9.12 in appropriate numerical order:

     

    9.12       Recovery of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time Administrative Agent makes a payment hereunder in error to any Lender or any
        L/C Issuer (the “Credit Party”), whether or not in respect of an Obligation due and owing by Borrower at such time, where such payment is a
        Rescindable Amount, then in any such event, each Credit Party receiving a Rescindable Amount severally agrees to repay to Administrative Agent forthwith on demand the Rescindable Amount received by such Credit Party in immediately available funds
        in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to Administrative Agent, at the greater of the Federal Funds Rate and a rate
        determined by Administrative Agent in accordance with banking industry rules on interbank compensation. Each Credit Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a
        right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount.  Administrative Agent shall inform each Credit Party promptly upon determining that
        any payment made to such Credit Party comprised, in whole or in part, a Rescindable Amount.

     

    (i)          Exhibit A of the Credit Agreement is hereby replaced with Exhibit A attached hereto.

     

    (j)          All references in the Loan Documents to the Credit
        Agreement shall henceforth include references to the Credit Agreement, as modified and amended hereby, and as may, from time to time, be further amended, modified, extended, renewed, and/or increased.

     

    (k)         Any and all of the terms and provisions of the Loan
        Documents are hereby amended and modified wherever necessary, even though not specifically addressed herein, so as to conform to the amendments and modifications set forth herein.

     

    2.           Lender Joinders. Subject to the terms and conditions set forth herein,

     

    (a)          Each New Lender hereby (i) agrees to become a “Lender” under the Credit Agreement; (ii) joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of
        the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto; and (iii) agrees to provide a Commitment to Borrower under the Credit Agreement on the Effective Date in the amount set forth opposite such New
        Lender’s name on Schedule 2.01A attached hereto; and

     

    (b)       Each New Lender hereby (i) represents and warrants that
        it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and (ii) agrees that it will (A) independently and without reliance on Administrative
        Agent or any other Lender, 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 Loan Documents, and (B) perform in accordance with
        their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

     

    
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    3.          Increasing Lenders. Subject to the terms and conditions set forth herein, each Increasing Lender hereby agrees to increase its Commitment on the Effective Date to equal the amount set forth opposite such Increasing
        Lender’s name on Schedule 2.01A attached hereto. Each Increasing Lender hereby represents and warrants that it has full power and
        authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby.

     

    4.          Commitment Schedule; Reallocations. Upon the effectiveness of this Amendment, Borrower, Administrative Agent and Lenders shall make such reallocations, sales, assignments and other relevant actions in respect of each
        Lender’s Loans as are necessary in order that such Lender’s Loans reflect such Lender’s Applicable Percentage of the outstanding Aggregate Commitments on the Effective Date, and (unless otherwise waived by a Lender in its sole discretion) Borrower
        agrees to compensate each Lender for any loss, cost or expense incurred by such Lender in connection with the reallocation described above, in each case on the terms and in the manner set forth in Section 3.05 of the Credit Agreement.

     

    5.           Representations and Warranties. Borrower hereby represents and warrants that:

     

    (a)         Borrower has the power to execute and deliver this
        Amendment and to perform its obligations hereunder; and Borrower has duly authorized such execution, delivery and performance.

     

    (b)          This Amendment constitutes a legal, valid and binding
        obligation of Borrower, enforceable against Borrower in accordance with its terms, except as limited by Debtor Relief Laws and the applicable of general principles of equity (regardless of whether such enforceability is considered in proceedings in
        equity or at law).

     

    (c)       The representations and warranties of Borrower in the
        representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as
        of this Amendment, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and except that for purposes of this paragraph, the
        representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent
        statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement.

     

    (d)          No Default has occurred and is continuing or would
        result from giving effect to this Amendment.

     

    (e)          The conditions set forth in Section 2.14 of the Credit Agreement have been satisfied as of the date
        hereof.

     

    6.         Conditions Precedent. The effectiveness of this Amendment (such date of effectiveness, the “Effective Date”)
        is subject to satisfaction of the following conditions precedent:

     

    (a)        Administrative Agent shall have received this
        Amendment, duly executed and delivered by each New Lender, each Increasing Lender, and other Lenders constituting Required Lenders, the L/C Issuers, Administrative Agent, and Borrower;

     

    (b)          A Note for each New Lender (to the extent requested
        by such Lender);

     

      

    (c)       Administrative Agent shall have received a certificate
        of each Loan Party dated as of the date hereof (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to this
        Amendment, and (ii) in the case of Borrower, certifying that, before and after giving effect to this 

     

    
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    Amendment, (A) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically
      refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this paragraph, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default exists or would result from giving effect to this Amendment;
     

    (d)          (x) upon the reasonable request of any Lender made at
        least fifteen days prior to the date hereof, Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer”
        and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least ten (10) days prior to the date hereof and (y) at least ten (10) days prior to the date hereof, any Loan Party that qualifies as a “legal entity
        customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party;

     

    (e)          the representations and warranties set forth herein
        shall be true and correct;

     

    (f)          no Default shall have occurred and be continuing or
        would result from giving effect to this Amendment;

     

    (g)         payment by Borrower of all fees and other amounts due
        and payable on or prior to the date hereof, including, without limitation, any applicable fees set forth in any applicable Fee Letter or any other Loan Document, and reimbursement or payment of all costs and expenses required to be reimbursed or
        paid by Borrower hereunder, including all fees, charges and disbursements of counsel to Administrative Agent (directly to such counsel if requested by Administrative Agent); and

     

    (h)       receipt by Administrative Agent of such other documents
        or instruments as Administrative Agent may reasonably require to evidence the increase in the Commitment of any Lender and to ratify each Loan Party's continuing obligations under the Credit Agreement and under the other Loan Documents.

     

    
      7.            Miscellaneous.

    

     

    (a)          Borrower hereby ratifies, confirms and agrees that,
        following the effectiveness of this Amendment: (i) the Loan Documents shall remain in full force and effect; and (ii) all guaranties and assurances granted, conveyed, assigned or otherwise in favor of Administrative Agent under the Loan Documents
        are not released, reduced, or otherwise adversely affected by this Amendment and continue to guarantee and assure full payment and performance of the present and future Obligations.

     

    (b)          This Amendment shall constitute one of the Loan
        Documents.

     

    (c)         This Amendment shall be binding upon, and inure to
        the benefit of, the parties hereto and their respective successors and assigns.  This Amendment may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page
        of this Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. This Amendment, together
        with the Credit Agreement and the other Loan Documents, embodies the entire agreement and understanding relating to the subject matter hereof.

     

    (d)       Unless stated otherwise (i) the singular number
        includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (ii) headings and captions may

      

     

    
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    not be construed in interpreting provisions, and (iii) if any part of this Amendment is for any reason found to be unenforceable, all other portions of it
        nevertheless remain enforceable.

     

      

    (e)          The amendments set forth herein are limited precisely
        as written and shall not be deemed: (i) to be a consent under or waiver of any other term or condition in the Credit Agreement or any of the other Loan Documents; or (ii) to prejudice any right or rights which Administrative Agent and Lenders now
        have or may have in the future under, or in connection with the Credit Agreement, as amended hereby, the other Loan Documents or any of the other documents referred to herein or therein.

     

    (f)          This Amendment may be in the form of an Electronic
        Record (and may be delivered by e-mail or facsimile) and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and
        enforceability as a paper record. This Amendment may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same letter agreement. For the
        avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by Bank of America, N.A. of a manually signed paper Communication which has been converted into electronic form (such as scanned into pdf
        format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. For purposes hereof, (a) “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as
        it may be amended from time to time and (b) “Communication” shall mean this Amendment and any document, amendment, approval, consent,
        information, notice, certificate, request, statement, disclosure or authorization related to this Amendment.

     

    [Signature Pages Follow.]

     

    

    
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    IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first stated above.

    

    

    	 	
            BORROWER:

          
	 	 
	 	
            DREAM FINDERS HOMES, INC.

          
	 	 
	 	
            By:

          	
            
              /s/ Patrick O. Zalupski

            

          
	 	 	
            Name:

          	
            Patrick O. Zalupski

          
	 	 	
            Title:

          	
            President

          


    

    

    Signature Page to

    First Amendment and Commitment Increase Agreement

    

    
      
        


    

    	 	
            ADMINISTRATIVE AGENT:

          
	 	 
	 	
            BANK OF AMERICA, N.A., as Administrative Agent

          
	 	 	 
	 	
            By:

          	
            /s/ William Campano

          


    	 	 	
            Name:

            

          	William Campano
	 	 	
            Title:

            

          	Senior Vice President


    

    

    
      Signature Page to

      First Amendment and Commitment Increase Agreement

    

    

    

    
      
        


    

    	 	
            LENDERS:

          
	 	 
	 	
            BANK OF AMERICA, N.A., as an Increasing Lender and an
              L/C Issuer

          
	 	 	 
	 	
            By:

          	
            /s/ William Campano

          


    	 	 	
            Name:

            

          	William Campano
	 	 	
            Title:

            

          	Senior Vice President


    

    

    
      Signature Page to

      First Amendment and Commitment Increase Agreement

    

    

    

    
      
        


    

    	 	
            U.S. BANK NATIONAL ASSOCIATION, d/b/a HOUSING CAPITAL COMPANY, as a Lender and an L/C Issuer

          
	 	 	 
	 	
            By:

          	
            /s/ Jamie Miller

          


    	 	 	
            Name:  Jamie Miller

          
	 	 	
            Title:  Senior Vice President

          


    

    

    
      Signature Page to

      First Amendment and Commitment Increase Agreement

    

    

    

    
      
        


    

    	 	
            AMERIS BANK, as an Increasing Lender

          
	 	 	 
	 	
            By:

          	
            /s/ Steve Felske

          


    	 	 	
            Name:  Steve Felske

          
	 	 	
            Title:  VP

          


    

    

    
      Signature Page to

      First Amendment and Commitment Increase Agreement

       

    
      
        


    

    	 	
            ZIONS BANCORPORATION, N.A. DBA VECTRA BANK COLORADO, as an Increasing Lender

          
	 	 	 
	 	
            By:

          	
            /s/ Shane Frazier

          


    	 	 	
            Name:  Shane Frazier

          
	 	 	
            Title:  VP

          


    

    

    
      Signature Page to

      First Amendment and Commitment Increase Agreement

    

    

    

    
      
        


    

    	 	
            BMO HARRIS BANK N.A., as an Increasing Lender

          
	 	 	 
	 	
            By:

          	
            /s/ Michael M. Mattick

          


    	 	 	
            Name:  Michael M. Mattick

          
	 	 	
            Title:  Vice President

          


    

    

    
      Signature Page to

      First Amendment and Commitment Increase Agreement

       

    
      
        


    

    	 	
            ROYAL BANK OF CANADA, as a Lender

          
	 	 	 
	 	
            By:

          	
            /s/ Edward McKenna

          


    	 	 	
            Name:  Edward McKenna

          
	 	 	
            Title:  Authorized Signatory

          


    

    

    
      Signature Page to

      First Amendment and Commitment Increase Agreement

       

      

    

    
      
        


    

    	 	
            SYNOVUS BANK, as an Increasing Lender

          
	 	 	 
	 	
            By:

          	
            /s/ Michael Sawicki

          


    	 	 	
            Name:  Michael Sawicki

          
	 	 	
            Title:  Director Corporate Banking

          


    

    

    
      Signature Page to

      First Amendment and Commitment Increase Agreement

    

    

    

    
      
        


    

    	 	
            FLAGSTAR BANK, FSB, as an Increasing Lender

          
	 	 	 
	 	
            By:

          	
            /s/ Drew Szilagyi

          


    	 	 	
            Name:  Drew Szilagyi

          
	 	 	
            Title:  Vice President

          


    

    

    
      Signature Page to

      First Amendment and Commitment Increase Agreement

       

    
      
        


    

    	 	
            TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, as an Increasing Lender

          
	 	 	 
	 	
            By:

          	
            /s/ Misty Lieb-Banatyne

          


    	 	 	
            Name:  Misty Lieb-Banatyne

          
	 	 	
            Title:  Senior Vice President

          


    

    

    
      Signature Page to

      First Amendment and Commitment Increase Agreement

    

    

    

    
      
        


    

    	 	
            FIRST NATIONAL BANK OF PENNSYLVANIA, as a New Lender

          
	 	 	 
	 	
            By:

          	
            /s/ Jay Hall

          


    	 	 	
            Name:  Jay Hall

          
	 	 	
            Title:  Senior Vice President

          


    

    

    
      Signature Page to

      First Amendment and Commitment Increase Agreement

    

     

    
      
        


    

    	 	
            HOMETRUST, as a New Lender

          
	 	 	 
	 	
            By:

          	
            /s/ Justin Dunn

          


    	 	 	
            Name:  Justin Dunn

          
	 	 	
            Title:  SVP

          


    

    

    
      Signature Page to

      First Amendment and Commitment Increase Agreement

    

     

    
      
        


    

    	 	
            HANCOCK WHITNEY, as a New Lender

          
	 	 	 
	 	
            By:

          	
            /s/ Elizabeth L. Spangle

          


    	 	 	
            Name:  Elizabeth L. Spangle

          
	 	 	
            Title:  Vice President

          


    

    

    
      Signature Page to

      First Amendment and Commitment Increase Agreement

       

      

    

    
      
        


    

    To induce Administrative Agent, Lenders, and L/C Issuers to enter into this Amendment, the undersigned hereby (a) consent and agree to its execution
      and delivery and the terms and conditions thereof, (b) agree that this document in no way releases, diminishes, impairs, reduces, or otherwise adversely affects any guaranties, assurances, or other obligations or undertakings of any of the
      undersigned under any Loan Documents, (c) confirms and ratifies its continuing unconditional obligations as a Guarantor under the Guaranty, as it may be amended or otherwise modified hereby, with respect to all of the Guaranteed Obligations (as
      defined therein), and (d) waive notice of acceptance of this Amendment, which Amendment binds each of the undersigned and their respective successors and permitted assigns and inures to the benefit of Administrative Agent, the L/C Issuers and Lenders
      and their respective successors and permitted assigns.

     

    	 	
            GUARANTORS:

          
	 	 
	 	
            DREAM FINDERS HOMES, LLC

            H&H CONSTRUCTORS OF FAYETTEVILLE, LLC

            VILLAGE PARK HOMES, LLC

            DFH LAND, LLC

            DFH WILDWOOD, LLC

            DFH MANDARIN, LLC

          
	 	 
	 	
            By:

          	
            
              /s/ Robert E. Riva, Jr.

            

          
	 	 	
            Name:

          	
            Robert E. Riva, Jr., Esq.

          
	 	 	
            Title:

          	
            General Counsel and Vice President

          


    

    

    	 	
            DREAM FINDERS HOLDINGS LLC

          
	 	 
	 	
            By:

          	
            
              /s/ Robert E. Riva, Jr.

            

          
	 	 	
            Name:

          	
            Robert E. Riva, Jr., Esq.

          
	 	 	
            Title:

          	
            General Counsel and Vice President

          


    

    

    Signature Page to

    First Amendment and Commitment Increase Agreement

    

    

    
      
        


    

    SCHEDULE 2.01A

     

    COMMITMENTS AND APPLICABLE PERCENTAGES

    

    

    
      
        


    

    EXHIBIT A

     

    FORM OF LOAN NOTICE