Exhibit 10.1

MEMBERSHIP INTEREST PURCHASE AGREEMENT

by and among

LANDSEA HOMES CORPORATION,

Landsea Homes of Florida LLC,

THE SELLERS,

THE SAM SELLER MEMBERS

and

THE OROSZ PRINCIPALS

Dated as of JANUARY 18, 2022

Schedules

A – Sellers

B – SAM Seller Members

Exhibits

A – Definitions

B – Interests

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is dated as of January 18, 2022, by and among Landsea Homes Corporation, a Delaware corporation (“Parent”), Landsea Homes of Florida LLC, a Delaware limited liability company (“Buyer”), the entities identified on Schedule A (each a “Seller” and, collectively, the “Sellers”), the entities identified on Schedule B (each, a “SAM Seller Member” and, collectively, the “SAM Seller Members”), and Stephen W. Orosz, Andrew J. Orosz, and J. Matthew Orosz (each, an “Orosz Principal” and, collectively, the “Orosz Principals”). Parent, Buyer, and each of the Sellers are each referred to in this Agreement individually as a “Party” and collectively as the “Parties.” The Parties agree that capitalized terms used in this Agreement shall have the meaning set forth herein, as further set forth or referenced to in Exhibit A attached hereto.

BACKGROUND

AGREEMENT

In consideration of the mutual covenants, conditions and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:

Article 1
PURCHASE AND SALE OF THE INTERESTS; CLOSING

Article 2
REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLERS

Except as disclosed in the Company Disclosure Schedule, (A) Edge Creek Seller represents and warrants severally solely as to Edge Creek Seller, and (B) SAM Seller and the SAM Seller Members, severally and jointly represent, as to all Sellers, each as of the date of this Agreement, to Buyer as follows:

except, in each case, where failure of any of the above would not, individually or in the aggregate, reasonably be expected to prevent, or materially impair or delay, the ability of the applicable Seller to consummate the Transaction.

Article 3
REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY

Except as disclosed in the Company Disclosure Schedule, (A) Sellers and the SAM Seller Members, severally and jointly, each represent and warrant with respect to Sections 3.1, 3.2, 3.3.1(a) and (b), 3.3.3, 3.3.5, 3.4, and 3.5, 3.19.3(a), 3.19.4(a), and 3.19.6(a), and (B) SAM Seller and the SAM Seller Members, severally and jointly, each represent and warrant with respect to Sections 3.3.2, 3.3.1(c) 3.3.4, and 3.6 through 3.18, inclusive, 3.19 (other than the Sections described in the immediately preceding clause (A) to which Sellers and the SAM Seller Members are making representations and warranties), and 3.20 through 3.23, inclusive, each as of the date of this Agreement, to Buyer as follows:

except, in each case, for the consents and approvals set forth on Section 3.3 of the Company Disclosure Schedule.

Article 4
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer and Parent (each a “Buyer Party” and collectively “Buyer Parties”) represent and warrant, as of the date of this Agreement, to Sellers as follows:

except, in each case, where failure of any of the above would not, individually or in the aggregate, reasonably be expected to prevent, or materially impair or delay, the ability of such Buyer Party to consummate the Transaction.

Article 5
CERTAIN COVENANTS OF THE PARTIES

Article 6
CLOSING DELIVERABLES

Article 7
INDEMNIFICATION

For purposes of determining whether a breach or inaccuracy of a representation or warranty or a covenant or agreement has occurred and for purposes of calculating the amount of Losses to which any Buyer Indemnified Party is entitled under this Article 7, the terms “material,” “Material Adverse Effect,” similar qualifiers or monetary qualifiers to similar effect shall be disregarded, except for (a) the use of the defined term “Material Adverse Effect” in Section 3.10 which shall not be disregarded, (b) the use of the word “Material” in the defined term “Material Contract” as defined in Section 3.12 which shall not be disregarded, and (c) the use of the word “material” and “in all material respects” in Sections 3.6, 3.8, 3.14 and 3.16.2 which shall not be disregarded for purposes of determining whether a breach or inaccuracy of a representation or warranty or a covenant or agreement has occurred, but which shall be disregarded for purposes of calculating the amount of Losses to which any Buyer Indemnified Party is entitled under this Article 7

For purposes of determining whether a breach or inaccuracy of a representation or warranty or a covenant or agreement has occurred and for purposes of calculating the amount of Losses to which any Seller Indemnified Party is entitled under this Article 7, the terms “material,” “Material Adverse Effect,” similar qualifiers or monetary qualifiers to similar effect shall be disregarded.

Notwithstanding the foregoing, (i) pursuant to the Landbank Option Agreements, each of Landbanker and Sellers agree that in no event shall the Landbank Transaction Premium be reduced pursuant to the above-referenced amortization methodology to a cumulative amount of less than Five Million Dollars ($5,000,000.00), in the aggregate, until the date that is one (1) year following the consummation of the Closing. In the event that, but for the restriction set forth in the immediately preceding sentence, the remaining Landbank Transaction Premium as of the date that is one (1) year following the consummation of the Closing would have otherwise been less than Five Million Dollars ($5,000,000.00), then the Landbank Option Agreements shall provide that the balance of the Landbank Transaction Premium shall be re-amortized across the remaining property to be acquired by Buyer pursuant to the Landbank Option Agreements. In addition, notwithstanding anything to the contrary set forth above, nothing set forth in this Section 7.9 shall obligate Buyer to purchase any of the Lots (as defined in the Landbank Option Agreements) pursuant to the Landbank Option Agreements (except to the extent expressly set forth in the Landbank Option Agreements).

Article 8
[INTENTIONALLY OMITTED]

Article 9
MISCELLANEOUS

If to Buyer or Parent (or, following the Closing, the Company):

Landsea Homes Corporation
660 Newport Center Drive, Suite 300
Newport Beach, CA 92660
Attn: Chief Legal Officer
Email: ftenerelli@landseahomes.com

With a copy (which will not constitute notice) to:

Latham & Watkins LLP
650 Town Center Drive,
20^th Floor
Costa Mesa, CA 92626
Attn: Cary Hyden
Email: cary.hyden@lw.com

If to the Sellers or the SAM Seller Members:

SAM Building Partners, LLC
605 Commonwealth Avenue
Orlando, Florida 32803
Attn: Andrew J. Orosz, Esq., General Counsel
Phone: 407-988-1403
Email: aorosz@hcpland.com

Edge Creek Ventures, LLC
370 Center Pointe Circle
Suite 1136
Altamonte Springs, FL 32701
Attn: Mr. Claber
Phone: 407-834-9560
Email: jonathan.claber@emerson.co.uk

Emerson International, Inc.
370 Center Pointe Circle
Suite 1136
Altamonte Springs, FL 32701
Attn: Larry Pitt, Esq., General Counsel
Phone: 407-834-9560
Email: LPitt@emerson-us.com

With a copy (which will not constitute notice) to:

Cox, Castle & Nicholson, LLP
2029 Century Park East, Suite 2100
Attn: Corin Korenaga
Phone: 310-284-2224
Email: ckorenaga@coxcastle.com

If to the Company:

Hanover Family Builders, LLC
605 Commonwealth Avenue
Orlando, Florida 32803
Attn: Stephen W. Orosz, Andrew J. Orosz, and J. Matthew Orosz
Phone: 407-988-1403
Email: sorosz@hanoverbuilds.com, aorosz@hanoverbuilds.com
and morosz@hanoverbuilds.com

Any Party may at any time change the address to which notices may be sent under this Section 9.2 by the giving of notice of the change to the other Parties in the manner set forth in this Section 9.2.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, each Party has duly executed this Agreement, or has caused this Agreement to be duly executed on its behalf by a duly authorized Representative, all as of the date first set forth above.

SCHEDULE A

SELLERS

1. SAM Building Partners, LLC (“SAM Seller”)

2. Edge Creek Ventures, LLC (“Edge Creek Seller”)

SCHEDULE B

SAM SELLER MEMBERS

SWO Holdings Irrevocable Trust dated Aril 3, 2017.

AJO Holdings Irrevocable Trust dated April 3, 2017.

JMO Holdings Irrevocable Trust dated April 3, 2017.

EXHIBIT A

DEFINITIONS

“Accounting Principles” means GAAP, and, solely to the extent consistent with GAAP, as applied using the same accounting principles and methods as those used in the preparation of the Financial Statements. For the avoidance of doubt, calculations made in accordance with the Accounting Principles shall be based exclusively on the facts and circumstances as they exist as of immediately prior to the Closing and shall exclude any purchase accounting or other adjustments arising out of the consummation of the transactions contemplated by this Agreement, or otherwise give effect to the consummation of the transactions contemplated by this Agreement (including the payment of cash in respect to the Base Purchase Price or the Adjustment Amount, or any financing transactions in connection with this Agreement, including the repayment of any Indebtedness of the Company or any Company Subsidiary).

“Accounts Receivable” means any accounts receivable, calculated in accordance with GAAP.

“Affiliate” means, with respect to any Person, any other Person controlling, controlled by, or under common control with such other Person. For purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by Contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings. Notwithstanding the foregoing, for purposes of this Agreement, neither the Company nor any Company Subsidiary will be considered an Affiliate of Sellers following the Closing. Notwithstanding the foregoing, in no event shall an Affiliate be deemed to include any member, shareholder, employee, officer or other Person who is: (i) employed by or who owns, directly or indirectly, any interest in any Seller (other than any Orosz Principal); or (ii) an Excluded Party.

“Base Purchase Price” means $179,241,431.00.

“Business” means the business and operations of the Company or any Company Subsidiary, as applicable, as conducted as of the date hereof and the Closing Date.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in the states of California, New York or Florida are authorized or required by law to close.

“Buyer Transaction Documents” means those Transaction Documents to which Buyer is or, as of the Closing, will be, a party.

“Cash” means the aggregate cash and cash equivalents, calculated in accordance GAAP.

“Closing Date Purchase Price” means an amount equal to

(a) the Base Purchase Price;

(b) less sum of the Closing Transaction Expenses; and

(c) either (i) plus the amount (if any) by which Closing Working Capital exceeds Target Working Capital, or (ii) less the amount (if any) by which Target Working Capital exceeds Closing Working Capital.

“Closing Working Capital” means the Working Capital as of 11:59 p.m., Eastern Time on the day immediately preceding the Closing Date.

“Code” means the Internal Revenue Code of 1986, as amended.

“Confidentiality Agreement” means that certain confidentiality agreement, effective as of August 16, 2021, by and between Parent and the Company.

“Consent” means any consent, approval, authorization, waiver, filing or notification required to be obtained by Sellers, the Company or any Company Subsidiary from, filed by Sellers, the Company or any Company Subsidiary with, or delivered by Sellers, the Company or any Company Subsidiary to, any Person in connection with the consummation of the Transaction.

“Contract” means any oral or written contract, lease or other property agreement, license, indenture, note, bond, agreement, permit, concession, franchise, commitment, purchase order, mortgage, partnership or joint venture agreement, instrument or other legally binding agreement, understanding or other arrangement.

“Copyrights” means all registered or unregistered copyrights, all copyright registrations, applications for registration and renewals and all rights corresponding to the foregoing throughout the world, including rights to prepare, reproduce, perform, display and distribute copyrighted works and copies, compilations and derivative works thereof.

“Employee Benefit Plan” means (a) each “employee benefit plan” (as such term is defined in Section 3(3) of ERISA or any similar plan subject to Laws of a jurisdiction outside of the United States), (b) each employment, consulting, advisor or other service agreement or arrangement, (c) each severance, termination, pension, retirement, supplemental retirement, excess benefit, profit sharing, bonus, incentive, deferred compensation, retention, transaction, change in control and similar plan, program, arrangement, agreement, policy or commitment, (d) each compensatory stock option, restricted stock, performance stock, stock appreciation, deferred stock or other equity or equity-based plan, program, arrangement, agreement, policy or commitment, (e) each savings, life, health, disability, accident, medical, dental, vision, cafeteria, insurance, flex spending, adoption/dependent/employee assistance, tuition, vacation, paid-time-off, other welfare fringe benefit and (f) each other employee benefit plan, program or arrangement maintained, sponsored or contributed to by any of the Company or any Company Subsidiary or under which any of the Company or any Company Subsidiary has any obligation or liability, whether actual or contingent, direct or indirect, to provide compensation or benefits to or for the benefit of any of its current or former employees, consultants, managers or directors or the spouses, beneficiaries or other dependents thereof. For the avoidance of doubt, “Employee Benefit Plan” shall include any plan sponsored or maintained by any professional employer organization in which the Company or any Company Subsidiary or any of their respective employees participate.

“Enforceability Exceptions” means applicable bankruptcy, insolvency, reorganization, moratorium and other similar existing or future Laws relating to or limiting creditors’ rights generally, and general principles of equity relating to the availability of specific performance and injunctive and other forms of equitable relief.

“Environmental Law” means any applicable Law relating to the pollution or the protection of the environment or natural resources, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§ 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §§ 5101 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. §§ 136 et seq.) and the regulations promulgated pursuant thereto.

“Environmental Permits” means the Governmental Authorizations required under applicable Environmental Laws reasonably necessary to operate the Business.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any Person that, together with the Company or any Company Subsidiary, would be deemed a “single employer” within the meaning of Sections 414(b), (c), (m) or (o) of the Code.

“Estimated Closing Date Purchase Price” means an amount equal to:

(a) the Base Purchase Price; and

(b) less the sum of the Estimated Closing Transaction Expenses.

“Fraud” means, with respect to any Party, deliberate and intentional fraud with respect to the making of representations and warranties contained in this Agreement.

“Fundamental Representations” means (i) with respect to Sellers, the representations of each Seller set forth in Sections 2.1 (Power and Authorization; Enforceability), 2.3 (Ownership) and 2.5 (Brokers), (ii) with respect to the Company, the representations of the Company set forth in Sections 3.1 (Organization and Good Standing), 3.2 (Power and Authorization; Enforceability), 3.3 (No Violation or Conflict; Consents), 3.4 (Capitalization and Related Matters), 3.5 (Subsidiaries; Investments), 3.11.1, 3.11.2, and 3.23 (Brokers) and (iii) with respect to Buyer, the representations and warranties of Buyer set forth in Sections 4.1 (Organization and Good Standing), and 4.2 (Power and Authorization; Enforceability).

“GAAP” means United States generally accepted accounting principles as in effect at an applicable time, as applied in a manner consistent with the Accounting Principles.

“Governmental Authority” means (a) the United States federal government or the government of any other country, (b) the government of any state, commonwealth, province, county, city, territory or possession or (c) any political subdivision, courts, departments, commissions, boards, bureaus, tribunals, agencies or other instrumentalities of any of the foregoing in clauses (a) and (b).

“Governmental Authorization” means any approval, consent, license, permit or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Laws.

“Hazardous Materials” means any pollutants, chemicals, contaminants or wastes and any other toxic, infectious, carcinogenic, reactive, corrosive, ignitable, flammable or otherwise hazardous substance, whether solid, liquid or gas, that is subject to regulation, control or remediation under any Environmental Laws, including any quantity of asbestos in any form, urea formaldehyde, polychlorinated biphenyl, radon gas, crude oil or any fraction thereof, all forms of natural gas, petroleum products or by-products or derivatives thereof.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, and the regulations promulgated pursuant thereto, and any applicable comparable state, local and foreign Laws relating to privacy, data security or data protection.

“Indebtedness” means any of the following indebtedness of any Person (whether or not contingent and including all principal, accrued and unpaid interest, prepayment premiums or penalties, related expenses, commitment and other fees, sale or liquidity participation amounts, reimbursements, indemnities and other amounts which would be payable in connection therewith): (a) any obligations of such Person for borrowed money or in respect of loans or advances (whether or not evidenced by bonds, debentures, notes or other similar instruments or debt securities); (b) any obligations of such Person as lessee under any lease or similar arrangement required to be recorded as a capital lease in accordance with GAAP; (c) all liabilities of such Person under or in connection with letters of credit or bankers’ acceptances, performance bonds, sureties or similar obligations that have been drawn down, in each case, to the extent of such draw; (d) any obligations of such Person to pay the deferred purchase price of property, goods or services other than those trade payables incurred in the Ordinary Course; (e) all liabilities of such Person arising from cash/book overdrafts; (f) all liabilities of such Person under conditional sale or other title retention agreements; (g) all obligations of such Person with respect to vendor advances or any other advances made to such Person; (h) all liabilities of such Person arising out of interest rate and currency swap arrangements and any other arrangements designed to provide protection against fluctuations in interest or currency rates; (i) any liability or obligation of others guaranteed by, or secured by, any Lien on the assets of, such Person; (j) accrued bonuses; (k) any unsettled amounts payable to any Related Party; (l) any outstanding intercompany liabilities and (m) true-up payments related to development cost overruns in excess of project budget with respect to developed lot takedown agreements. For the avoidance of doubt, Indebtedness shall not include (A) trade payables, accrued expenses, customer deposits or warranty reserves, (B) any obligations under any performance bond or letter of credit to the extent undrawn or uncalled, and (C) any endorsement of negotiable instruments for collection in the ordinary course of business.

“Independent Accounting Firm” means a mutually acceptable nationally recognized firm of independent certified public accountants that has not provided services to either the Company and the Company Subsidiaries or Buyer and its Subsidiaries in the preceding two (2) years.

“Intellectual Property” means all worldwide common Law and statutory rights in, to or associated with: (a) Patents; (b) Trademarks; (c) Internet domain names; (d) Copyrights, including in computer software and databases; (e) registrations and applications for any of the foregoing clauses (a) through (d); (f) trade secrets; and (g) all other intellectual property and proprietary rights.

“IRS” means the United States Internal Revenue Service.

“Judgment” means any judgment, decision, order, decree, writ, injunction or ruling entered or issued by any Governmental Authority.

“Knowledge” as used in this Agreement, whether or not capitalized, means an individual’s actual awareness of a particular fact or other matter without duty of inquiry or investigation. The Parties agree that the fact an individual is deemed a Knowledge party in and of itself does not impose personal liability on such individual. For purposes of this Agreement, (a) Seller’s Knowledge shall mean the Knowledge of Jonathan Claber, Andrew Orosz, Matthew Orosz, Stephen Orosz, and William C. (Colby) Franks (b) Edge Creek Seller’s Knowledge shall mean the Knowledge of Jonathan Claber, (c) SAM Seller’s Knowledge shall mean the Knowledge of Andrew Orosz, Matthew Orosz, Stephen Orosz, and William C. (Colby) Franks and (d) Buyer’s Knowledge shall mean the Knowledge of Michael Forsum, Jed Lowry and Franco Tenerelli, in each case with respect to the foregoing Buyer parties after due inquiry of any law firm or professional service firm that has been engaged on Buyer’s behalf with respect to the transactions contemplated by this Agreement.

“Laws” means any federal, national, provincial, state, local, United States, foreign or other law (both common and statutory law and civil and criminal law), statute, rule, regulation, treaty, ordinance, convention, rule, code, decree, Judgment, writ, regulatory code (including statutory instruments, guidance notes, circulars, directives, decisions, rules, regulations or restrictions), other order or other requirement or rule of law of any Governmental Authority (including securities Laws or rules or regulations of any United States or foreign securities exchange).

“Lien” means any mortgage, deed of trust, hypothecation, pledge, lien (statutory or otherwise), lease, sublease, covenant, condition, restriction, encumbrance, security interest, charge or encumbrance of any kind, whether voluntary or involuntary (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest) and, with respect to equity interests, any option or other right to purchase or any restriction on voting or other rights.

“Losses” means any and all direct or indirect losses, damages, Taxes, liabilities, penalties, fines, amounts paid in settlement, costs and expenses (including reasonable attorneys’ fees and expenses).

“Material Adverse Effect” means, any change, event, occurrence or circumstance that, individually or in the aggregate with all other changes, events, occurrences and circumstances, (a) results in, or could reasonably be expected to result in, a material adverse effect on the business, results of operations, condition (financial or otherwise), prospects, assets, or liabilities of the Company and its Subsidiaries, taken as a whole, except to the extent resulting from: (i) changes or conditions in, or generally affecting, any industry in which the Company or any Company Subsidiary participates or from generally prevailing conditions in global economies, provided that such conditions do not have a materially disproportionate effect or impact on the Company, (ii) the taking of any action required to comply with the terms of this Agreement, (iii) the taking of any action approved or consented to in writing by Parent or Buyer, (iv) legal and regulatory changes relating to COVID-19 or any other endemic or pandemic and government responses thereto, provided that such conditions do not have a materially disproportionate effect or impact on the Company; or (vi) effects relating to the announcement of the execution of this Agreement or the transactions contemplated hereby or (b) prevents or materially delays, or would reasonably be expected to prevent or materially delay, the ability of such Person to consummate the Transaction.

“Ordinary Course” means in the ordinary course of Business, consistent with past practices.

“Patents” means all worldwide issued patents and pending patent applications, patent disclosures and rights related thereto.

“Permitted Lien” means (a) any restriction on transfer arising under applicable securities Law; (b) any Liens for Taxes, assessments or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate Proceedings and for which adequate reserves have been established in the financial statements of the Company accordance with GAAP; (c) mechanics’, carriers’, workers’, repairers’ and similar Liens arising or incurred in the Ordinary Course that are not yet due and payable and which are not, individually or in the aggregate, material to the business, operations and financial condition of the Real Property so encumbered or the Company and the Company Subsidiaries, taken as a whole; (d) zoning, entitlement, building and other land use regulations imposed by Governmental Authorities having jurisdiction over any Real Property which are not violated by the current or planned use and operation of such Real Property; (e) all restrictions, covenants, and obligations (including, without limitation, the obligation to pay assessments) regarding the community development districts disclosed on Section 3.9.3 of the Company Disclosure Schedule, and all community declarations and homeowners’ association disclosed on Section 3.11.18 of the Company Disclosure Schedule; (f) Liens created by this Agreement, in connection with the Transaction or by the actions of Buyer; (g) Liens shown on the title insurance policies of the Company or Company Subsidiaries; but expressly excluding any Indebtedness to be paid off at Closing; and (h) easements, rights of way, restrictions and other similar encumbrances either (x) shown on any title insurance commitment provided by Seller to Buyer prior to Closing in contemplation of the transactions contemplated by this Agreement, or on any title insurance policies of the Company or Company Subsidiaries provided by Seller to Buyer, or (y) that do not (A) materially and adversely affect title to any applicable Company assets more than to a de minimis extent, (B) materially and adversely detract from the value of any applicable Company assets or (C) materially and adversely impair the current or proposed use of any applicable Company assets.

“Person” means an individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Authority.

“Post-Closing Straddle Period” means the portion of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period.

“Pre-Closing Straddle Period” means the portion of the Straddle Period that extends before the Closing Date through the Closing Date.

“Pre-Closing Tax Period” means any period ending on or before (and including) the Closing Date and that portion of any Straddle Period ending on (and including) the Closing Date.

“Pro Rata Portion” means with respect to each Seller, the percentage set forth opposite such Seller’s name on Exhibit B.

“Proceeding” means any action, arbitration, audit, hearing, inquiry, proceeding, audit, examination, charge, demand, notice of violation, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority or GSSMME or arbitrator.

“Property Taxes” means all real property Taxes, personal property Taxes and similar ad valorem Taxes.

“Related Party” means (a) any officer, director, employee, stockholder or Affiliate of any of the Company or any Company Subsidiary; (b) any individual related by blood, marriage or adoption to any such Person in clause (a); or (c) any entity in which any such Person in clause (a) owns any beneficial interest.

“Release” means disposing, discharging, injecting, spilling, leaking, pumping, pouring, leaching, dumping, emitting, escaping or emptying into or upon the indoor or outdoor environment, including any soil, sediment, subsurface strata, surface water, groundwater, ambient air, the atmosphere or any other media.

“Representative” or “Representatives” means, with respect to a particular Person, any director, manager, member, limited or general partner, officer, employee, agent, consultant, advisor or other representative of such Person, including outside legal counsel, accountants and financial advisors.

“Sanctioned Person” means any Person that is the target of Sanctions, including (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, by the United Nations Security Council, the European Union, or Her Majesty’s Treasury of the United Kingdom, (b) any Person located, organized or resident in a Sanctioned Territory, or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) and (b).

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by relevant Governmental Entities or GSSMMEs, including those administered by the U.S. government through the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty’s Treasury of the United Kingdom.

“Sanctioned Territory” means, at any time, a country or territory which is itself the subject or target of any Sanctions.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Straddle Period” means any Tax period beginning on or before and ending after the Closing Date.

“Subsidiary” means, with respect to any specified Person, any corporation, partnership, limited liability company, or other entity of which more than fifty percent (50%) of the outstanding equity interests or other ownership interests having voting power to elect a majority of the board of directors, managers or trustees of such corporation, partnership, limited liability company, or other entity is at the time directly or indirectly owned by, or the management is otherwise controlled by, such Person (irrespective of whether, at the time, equity interests or other ownership interests of any other class or classes of such corporation, partnership, limited liability company, or other entity have or might have voting power by reason of the happening of any contingency) and, for this purpose, a Person owns more than fifty percent (50%) of the outstanding equity interests or other ownership interests (other than a corporation) if such Person shall be allocated more than fifty percent (50%) of such entity’s gains or Losses or shall be or control any managing director or general partner of such entity.

“Target Working Capital” means an amount equal to $46,059,369.00.

“Tax” or “Taxes” means all federal, state, local or foreign income taxes (including any tax on or based upon net income, gross income or income as specially defined, or earnings, profits, or selected items of income, earnings or profits) and all gross receipts, sales, use, transaction privilege, ad valorem, transfer, franchise, speculative builder, license, equity interest, escheat, withholding, social security, unemployment, disability, or windfall profit taxes, alternative or add-in minimum taxes, or other taxes of any kind whatsoever, together with any interest and any penalties and additions to tax, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the Tax liability of any other Person by Law, by Contract or otherwise.

“Tax Agreement” means a Tax sharing agreement, Tax allocation agreement, Tax indemnity or other agreement, the principal purpose of which is the sharing or allocation of, or indemnification for, Taxes.

“Tax Return” means all federal, state, local, provincial and foreign return, declaration, report, or information return or statement relating to Taxes, including any schedules and amendments thereto filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority, and including any amendment thereof.

“Taxing Authority” means any Governmental Authority responsible for the assessment, imposition or collection of any Tax.

“Trademarks” means all trademarks, service marks, trade dress, trade names or corporate names.

“Transaction Documents” means this Agreement, the Company Disclosure Schedule, the Seller Disclosure Schedule, and the other agreements, certificates, schedules and documents contemplated by or delivered or executed by the Parties in connection with this Agreement, including the Buyer Transaction Documents, the Company Transaction Documents and the Seller Transaction Documents.

“Transaction Expenses” means, without duplication, the sum of any fees, costs and expenses incurred or to be incurred, directly or indirectly, by the Company or any Company Subsidiary in connection with the drafting, negotiation, execution, delivery of this Agreement and the other Transaction Documents and the performance and consummation of the Transaction, whether paid or payable, including (a) fees, costs and expenses of legal counsel, accountants, investment bankers, brokers or other Representatives and consultants, appraisal fees, costs and expenses, and fees, costs and expenses related to obtaining requisite consents, approvals or waivers, (b) any transaction bonuses, retention payments or change of control payments or other extraordinary compensation paid or payable by the Company or any Company Subsidiary to a service provider of the Company or any Company Subsidiary (including Sellers) in connection with the drafting, negotiation, execution, delivery of this Agreement and the other Transaction Documents and the performance and consummation of the Transaction (including any payments pursuant to “double-trigger” arrangements resulting in payments and/or benefits provided upon a termination of employment on or following the consummation of the Closing), any other extraordinary compensation paid or payable by the Company or any Company Subsidiary to a service provider of the Company or any Company Subsidiary, and the employer portion of any employment Taxes that are incurred by the Company or any Company Subsidiary in connection with the payment of any amounts described in this subclause (b), and (c) the value or amount of any distributions of assets (including cash) of the Company or any Company Subsidiary made in connection with the execution of this Agreement to Sellers or any of their respective Affiliates or other related parties of Sellers.

“Transfer” means the sale, assignment, lease, transfer or conveyance or the applicable asset or any interest, whether legal or beneficial, in such asset, whether voluntary, involuntary, by operation of law or otherwise.

“Treasury Regulations” means the regulations in force as final or temporary that have been issued by the U.S. Department of Treasury pursuant to its authority under the Code and any successor regulations.

“Working Capital” means, as of any date of determination, the excess of the Company’s total current assets on a consolidated basis as of such date over the Company’s total current liabilities, determined in accordance with GAAP and, solely to the extent consistent with GAAP, consistent with past practices of the Company (except as otherwise provided in this definition and without regard to any purchase accounting adjustments arising out of the transactions contemplated hereby); provided that the definition of “Working Capital” shall not include (a) the Transaction Expenses, (b) any Tax deductions, Tax refund receivables, reduction in Tax liabilities or other Tax benefits to the Company related to the transactions contemplated by this Agreement, or (c) the assets and liabilities set forth in Section A-1 of the Company Disclosure Schedule.

Other capitalized terms defined elsewhere in the Agreement and not defined in this Exhibit A will have the meanings assigned to such terms in this Agreement in the sections referenced below.

EXHIBIT B
INTERESTS

B-1

Exhibit 10.2

HANOVER AGREEMENT

This Hanover Agreement (this “Agreement”) is made as of this 18th day of January, 2022 (the “Effective Date”) by and between Hanover Land Company, LLC, a Florida limited liability company (“HLC”), together with the following affiliates of HLC: Hanover Smoak, LLC, a Florida limited liability company, company, Hanover Greenfield, LLC, a Florida limited liability company, Hanover Lakes, LLC, a Florida limited liability company, Hanover Preserve Point, LLC, a Florida limited liability company, Hanover Sunrise, LLC, a Florida limited liability company, Hanover Laviance, LLC, a Florida limited liability company, Hanover Beresford Woods, LLC, a Florida limited liability company, and Hanover 623 Holdings, LLC, a Florida limited liability company, Hanover Hills, LLC, a Florida limited liability company, Hanover Ridgeview, LLC, a Florida limited liability company, Hanover Tyson, LLC, a Florida limited liability company, each with an address for purposes hereof at c/o Hanover Land Company, LLC, a Florida limited liability company (collectively, “Hanover Sellers”), and Landsea Homes of Florida, LLC, a Delaware limited liability company (“Buyer”), and Landsea Homes Corporation, a Delaware corporation (“Landsea” collectively, together with Buyer, “Landsea Parties”).

RECITALS:

1.             On even date herewith, SAM Building Partners, LLC and Edge Creek Ventures, LLC (collectively, the “Seller Members”) and the Landsea Parties are entering into that certain Membership Interest Purchase Agreement (the “MIPA”) for the sale of one hundred percent (100%) of the equity interests of Hanover Family Builders, LLC, a Florida limited liability company (“HFB”), by the Seller Members to Buyer; and

2.              The MIPA contemplates that the parties hereto would enter into this Agreement to set forth, among other things, the terms and conditions pursuant to which (i) certain of the Hanover Sellers would enter into direct contracts with Buyer (collectively, each in the form mutually agreed to by Hanover Sellers and the Landsea Parties and executed concurrently with this Agreement, the “New Land Contracts”) for the sale by Hanover Sellers and purchase by Buyer of certain real property further described in detail on Exhibit A (collectively, the “New Land Contract Property) attached hereto and incorporated herein by reference via lot “take down” transactions, with periodic closings to occur over a period of time; (ii) Hanover Sellers will grant Buyer rights of first offer on terms set forth herein below as to all single family residential land acquisitions and projects for a period of time following the closing date under the MIPA (the “Closing Date”), on terms and conditions more particularly set forth herein; and (iii) Landsea Parties would enter into certain other agreements with Hanover Sellers as provided herein.

NOW THEREFORE, in conjunction with the consummation of transactions contemplated by the MIPA, and in consideration of the foregoing, the mutual covenants contained herein and sum of TEN DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, do hereby agree as follows:

1.              DEFINITIONS; RECITALS. All capitalized terms not defined herein shall have the meanings given to them in the MIPA. The recitals set forth above are true and correct.

2.              TRANSACTIONS. Hanover Sellers and Buyer do hereby agree to enter into the New Land Contracts on the Closing Date for the purchase and sale of the New Land Contract Property, and Hanover Sellers agree to grant to Buyer the right of first offer with respect to the Restricted Property (as defined below) during the Option Period (as defined below) on terms set forth in Section 11 hereof.

3.              CLOSING OF TRANSACTION. The joint execution of the New Land Contracts for each New Land Contract Property by the applicable Hanover Sellers and Buyer as contemplated herein, together with the timely remittance of all deposits due thereunder, as applicable, shall take place simultaneously with the Closing under the MIPA. The subsequent closing of the transactions contemplated by the New Land Contracts shall take place pursuant to the terms thereof.

4.              REPRESENTATIONS AND WARRANTIES OF HANOVER SELLERS. Hanover Sellers represent and warrant to Landsea Parties that the following statements are true and correct as of the date hereof and shall survive as provided in Section 13:

(a)            Organization, Standing and Power. Each of the Hanover Sellers is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Florida, has all requisite limited liability company power and authority to own, lease, and operate its properties and assets and to carry on its business as now being conducted. Each of the Hanover Sellers is duly qualified to do business and, where applicable, is in good standing as a foreign corporation in each jurisdiction in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary.

(b)            Authority; No Conflict; Required Filings and Consents.

(i)             Each of the Hanover Sellers have the company power and authority to execute and deliver this Agreement and each New Land Contract, and to perform its obligations hereunder and thereunder, all of which shall have been duly authorized by all requisite company action. No further company or member action on the part of Hanover Sellers is necessary to authorize the execution, delivery and performance of this Agreement and each Hanover Seller Ancillary Document by Hanover Sellers and the consummation by Hanover Sellers of the transactions contemplated hereby and thereby. This Agreement constitutes a valid and binding agreement of Hanover Sellers (as applicable), enforceable against each of them in accordance with its terms.

(ii)            The execution and delivery of this Agreement by Hanover Sellers do not, and the consummation by Hanover Sellers of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the certificate of formation or limited liability company agreement of Hanover Sellers, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit) under, require a consent or waiver under (except as expressly set forth in the body of this Agreement or the New Land Contracts), require the payment of a penalty under or result in the imposition of any mortgage, security interest, pledge, lien, charge, or other instrument or encumbrance (“Liens”) on Hanover Sellers’ assets under, any of the terms, conditions, or provisions of any contract, agreement instrument, or obligation to which Hanover Sellers are a party or by which Hanover Sellers or any of their respective properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule, or regulation applicable to Hanover Sellers or any of their respective properties or assets.

(iii)           Except as contemplated to be obtained by Hanover Sellers hereunder or under the New Land Contracts, no consent, approval, license, permit, order, or authorization of, or registration, declaration, notice, or filing with, Governmental Authority is required by or with respect to Hanover Sellers in connection with the execution and delivery of this Agreement by Hanover Sellers or the consummation by Hanover Sellers of the transactions contemplated by this Agreement.

(c)            Litigation. There is no lawsuit or other legal proceeding pending or, to the knowledge of Hanover Sellers, threatened, against Hanover Sellers challenging the transactions contemplated by this Agreement or materially and adversely affecting any of the New Land Contract Property.

5.              REPRESENTATIONS AND WARRANTIES OF LANDSEA PARTIES. Landsea Parties represent and warrant to Hanover Sellers that the following statements are true and correct as of the date hereof and shall survive as provided in Section 13:

(a)            Organization, Standing and Power. Landsea Parties are each duly organized, validly existing, and in good standing under the laws of the jurisdiction of their incorporation, have all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on their business as now being conducted, and are duly qualified to do business and, where applicable, are in good standing as a foreign corporation in each jurisdiction in which the character of the properties they own, operate or lease or the nature of its activities makes such qualification necessary.

(b)            Authority; No Conflict; Required Filings and Consents.

(i)             Landsea Parties have all requisite corporate or company power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Landsea Parties has been duly authorized by all necessary corporate action on the part of Landsea Parties. This Agreement has been duly executed and delivered by the Landsea Parties and, assuming that this Agreement is duly executed, and delivered by Hanover Sellers, constitutes the valid and binding obligation of Landsea Parties, enforceable against each of them in accordance with its terms, subject to the any applicable bankruptcy, reorganization, insolvency, moratorium, or other similar applicable Laws affecting creditors’ rights generally and principles governing the Availability of equitable remedies.

(ii)            The execution and delivery of this Agreement by the Landsea Parties does not, and the consummation by the Landsea Parties of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the article or certificate of incorporation or bylaws of Landsea Parties, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty under any of the terms, conditions or provisions of any lease, license, contract or other agreement, instrument or obligation to which Landsea Parties is, or are, a party or by which any of them or any of their properties or assets may be bound, nor conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Landsea Parties or any of their respective properties or assets.

(iii)           No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Authority or any stock market or stock exchange on which shares of Parent’s common stock are listed for trading is required by or with respect to Parent or Buyer in connection with the execution and delivery of this Agreement by the Landsea Parties or the consummation by the Landsea Parties of the transactions contemplated by this Agreement, except for customary public company disclosures to the Securities and Exchange Commission and Nasdaq.

(iv)          No vote of the holders of any class or series of Parent’s capital stock or other securities is necessary for the consummation by Parent of the transactions contemplated by this Agreement.

(c)            Litigation. There is no lawsuit or other legal proceeding pending or, to the knowledge of Landsea Parties, threatened, against Landsea Parties challenging the transactions contemplated by this Agreement.

(d)            Financing. Landsea Parties have access to sufficient funds to perform all of their respective obligations under this Agreement and to consummate the transactions contemplated by this Agreement and each New Land Contract.

6.              ACTIONS TO CLOSE TRANSACTION. Subject to the terms hereof, Hanover Sellers and the Landsea Parties shall each use their commercially reasonable efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill and cause to be satisfied, the conditions in Section 8 (but with no obligation to waive any such condition) and to consummate and make effective the transactions contemplated hereby as promptly as practicable. The terms of this Section 6 shall expressly survive the Closing of the transactions contemplated by the MIPA.

7.              PUBLIC DISCLOSURE. Hanover Sellers acknowledges that Landsea Parties intend to issue a press release and make public filings that include this Agreement and a summary of its terms. Landsea Parties will consult with Hanover Sellers before issuing its initial press release except to the extent prohibited by applicable Law. Hanover Sellers shall not make any press release or other public statement regarding this Agreement without the prior consent of Landsea Parties.

8.             CLOSING DELIVERIES.

(a)            Closing Deliveries of Hanover Sellers. Concurrently with the execution of this Agreement, Hanover Sellers shall deliver to Parent and Buyer duly executed counterparts of each of the New Land Contracts. In connection with the consummation of the closing(s) contemplated by the New Land Contracts, each Hanover Seller shall timely deliver all of the closing deliverables contemplated to be delivered by the “Seller” pursuant to the New Land Contracts.

(b)            Closing Deliveries of Parent and Buyer. Concurrently with the execution of this Agreement, Parent and Buyer shall deliver to Hanover Sellers duly executed counterparts of each of the New Land Contracts, together with the earnest money deposit, set forth therein to the extent required to be delivered at such time. In connection with the consummation of the closing(s) contemplated by the New Land Contracts, Parent and Buyer, as applicable, shall timely deliver all of the closing deliverables contemplated to be delivered by the “Buyer” pursuant to the New Land Contracts.

9.              RESERVED.

10.            RESERVED.

11.            RIGHT OF FIRST OFFER. For a period of two (2) calendar years from the Closing Date, unless sooner terminated pursuant to Section 11(g), below (the “Option Period”), if the Hanover Sellers, or any entity under common beneficial ownership with, or control by, Hanover Land Company, LLC or the members thereof (collectively, the “Hanover Option Parties”), owns or has the right to acquire any single family residential land projects in the State of Florida (the “Restricted Property”), then Landsea Parties shall have a right of first offer with respect to said Restricted Property as follows:

(a)            Right of First Offer. If, from and after the Closing Date, any of the Hanover Option Parties decide to sell all or any portion of the Restricted Property, the Hanover Option Parties shall promptly provide written notice to Landsea Parties of the Hanover Option Parties’ intent to sell said Restricted Property (the “ROFO Notice”), which ROFO Notice shall specify the terms, conditions and purchase price upon which the Hanover Party desires to sell such Restricted Property. If Landsea Parties desire to acquire such Restricted Property pursuant to the ROFO Notice, Landsea Parties shall, within ten (10) business days after Landsea Parties’ receipt of the ROFO Notice, give Hanover Sellers written notice of such effect (the “Acceptance Notice”). In the event that Landsea Parties give an Acceptance Notice within the specified time period provided above, then the Hanover Option Parties and the Landsea Parties shall cooperate in good faith, to enter into a purchase agreement within thirty (30) days after the giving of such Acceptance Notice, such purchase agreement to be on the terms and conditions set forth in the ROFO Notice and otherwise substantially in the form of the contract attached hereto as Exhibit “B” (the “ROFO Contract Form”), subject to modification, as appropriate, depending on the property, terms, and structure of the transaction.

(b)            Conveyance of Properties after Right of First Offer. In the event that Landsea Parties (a) notify Hanover Option Parties that it is not interested in acquiring the Restricted Property pursuant to an ROFO Notice, or (b) fail to provide an Acceptance Notice within the applicable time period, then the Hanover Option Parties shall be free to convey the Restricted Property in the applicable ROFO Notice to any bona fide third party, provided that the price to sell the same shall be no less than 95% of the price set forth in the applicable ROFO Notice and on substantially the same terms and conditions as set forth in the ROFO Notice. If, thereafter, (i) any Restricted Property included in the original applicable ROFO Notice is not under contract to sell to a bona fide third party within three (3) months after delivery of such ROFO Notice to the Landsea Parties and the Hanover Option Parties persists in its desire to sell same, or (ii) the Hanover Option Parties desire to sell any portion of the Restricted Property included in the original applicable ROFO Notice at a price that is less than 95% of the price set forth in such original ROFO Notice or on other terms that are not substantially the same conditions set forth therein, then the Hanover Option Parties shall provide the Landsea Parties with a second ROFO Notice, as applicable, with respect to such Restricted Property and otherwise comply once again with the foregoing provisions in the same manner as provided in this Section 11 provided, however, that with respect to prospective sales following a ROFO Notice delivered pursuant this Section 11(c), Landsea Parties shall deliver its Acceptance Notice to such second ROFO Notice within five (5) business days after receipt thereof.

(c)            Pending Properties. Exhibit C sets forth a list of properties being currently under contract by HLC (collectively, the “Pending Properties”), which, to the extent acquired by Hanover Option Parties, shall be deemed Restricted Properties and subject to the provisions of this Section 11. Landsea Parties covenant not to compete or attempt to acquire the Pending Properties, including via an affiliate or subsidiary of Landsea Parties, until such time, if ever, that HLC confirms that such Pending Properties are no longer being pursued by HLC, provided Landsea Parties shall have the unrestricted right to pursue the acquisition of other properties, including properties located in the same developments as, or located in the vicinity of, the Pending Properties. In the event that HLC or any of the Hanover Option Parties acquires the Pending Properties, HLC shall provide written notice of the same to the Landsea Parties, whereupon such Pending Propert(y)ies shall thereafter be deemed Restricted Properties, as aforesaid.

(d)            Restricted Property. Notwithstanding anything contained herein, it is expressly acknowledged, understood and agreed by the parties that the acquisition of the properties identified as “Indigo / Cypress Bluff” in Lake County, Florida, and (ii) “Stewart Major” in Volusia County, Florida, are currently under contract by HLC or its affiliate, and are pending negotiations regarding a variety of joint development and similar agreements. To the extent acquired by HLC, or its affiliate, the foregoing properties shall be deemed a Restricted Properties and shall be subject to the provisions of this Section 11.

(e)            Excluded Properties. Exhibit D sets forth a list of properties currently owned (or under contract) by HLC (collectively, the “Excluded Properties”), that have been allocated for purchase by unrelated third party entities, or are subject to pending negotiations for sale. The Excluded Properties shall be expressly excluded from this Agreement in all respects. In addition to and notwithstanding the foregoing, in the event that the Landsea Parties (or the appropriate affiliate entity) fail to provide an “Approval Notice” with respect to any property that is the subject of any of the New Land Contracts, or pursuant to any ROFO Contract Form that is entered into in connection with an Acceptance Notice, then the property that is the subject of such New Land Contract or ROFO Contract Form, as applicable, shall thereafter be deemed an Excluded Property for all purposes hereunder, and the Hanover Option Parties shall not thereafter be obligated to comply with the provisions of this Section 11 with respect to the property that is the subject of the same.

(f)             Default. Notwithstanding anything contained herein or in the MIPA or otherwise, the parties hereto agree and acknowledge that the breach of this Section 11 will cause irreparable damage to Landsea Parties and upon breach of any provision of this Section 11, Landsea Parties shall be entitled to any and all remedies at law including injunctive relief, specific performance or other equitable relief; provided, however, that the foregoing remedies shall in no way limit other remedies which Landsea Parties may have in the event Hanover Option Parties breach this Section 11 including but not limited to the right to actual damages (but not consequential and punitive damages).

(g)            Expiration; Termination. Notwithstanding any provision of this Section 11 to the contrary, the Option Period shall be deemed to automatically expire, and all rights of the Landsea Parties pursuant to this Section 11 shall be deemed terminated, upon the occurrence of any of the following: (i) any default by Landsea Parties pursuant to any of the New Land Contracts in a manner that entitles the applicable Hanover Option Party to retain the earnest money deposit held thereunder, in whole or in part, or (ii) any default by Landsea Parties pursuant to any ROFO Contract Form that is entered into by the Hanover Option Parties and the Landsea Parties that entitles the applicable Hanover Option Party to retain the earnest money deposit held thereunder, in whole or in part.

(h)            No Obligation. For the avoidance of doubt, Hanover Option Parties make no representation or warranty regarding the future availability of Restricted Property, nor shall Hanover Option Parties be obligated to sell, or make available for sale, any Restricted Property owned or acquired by Hanover Option Parties, except pursuant to the terms of Section 11(a), above.

(i)             Exclusion of Edge Creek, LLC. Landsea acknowledges that Edge Creek, LLC, a Florida limited liability company (“Edge Creek”), owns an interest as an equity investor in certain of the entities comprising the Hanover Option Parties. Notwithstanding the foregoing, for the avoidance of doubt, Edge Creek shall be expressly excluded from the terms and provisions of this Agreement, including, without limitation, this Section 11, except to the extent of its ownership interest in the Hanover Option Parties. In no event shall the independent assets and/or investments by Edge Creek or any of its affiliates, officers, managers, directors, owners, employees or agents, including, without limitation: (i) JCH Holdings, LLC, a Florida limited liability company and Emerson Investments International, Inc., a Florida corporation, and any parent, subsidiary or affiliate of either of the foregoing; and (ii) any entities doing business as “Jones Homes”, and any employees, members, shareholders, partners or direct or indirect owners of any of the foregoing, be bound by or subject to the terms of this Agreement.

(j) Survival. The terms of this Section 11 shall expressly survive the Closing of the transactions contemplated by the MIPA.

12.            TAKING NECESSARY ACTION; FURTHER ACTION. From and after the Closing Date, each of Landsea Parties, and Hanover Sellers shall, from time to time, at the request of each other and without further consideration do, execute, acknowledge, and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney, and assurances as may be reasonably required to give effect to the intent of this Agreement and the transactions contemplated hereunder. This Section 12 shall survive Closing. Notwithstanding anything contained herein or in the MIPA or otherwise, the parties hereto agree and acknowledge that the breach of this Section 12 will cause irreparable damage to Hanover Sellers and the Landsea Parties and upon breach of any provision of this Section 12, Landsea Parties and Hanover Sellers shall be entitled to any and all remedies at law including injunctive relief, specific performance or other equitable relief.

13.            SURVIVAL. The representations and warranties of Hanover Sellers and the Landsea Parties set forth in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby and continue until the expiration of the Option Period (the “Survival Date”), at which time they shall expire except to the extent that a written claim has been made prior to the Survival Date. The covenants and other agreements of each party set forth in this Agreement will remain in full force and effect in accordance with their terms and shall survive the Closing to the extent intended to be performed after the Closing.

14.            BROKERS. Except as expressly provided in the MIPA, all parties hereto each warrant and represent to the other that, none of them have entered into any agreement, written or oral, with any person or entity as a result of which any party hereunder will become obligated to pay a finder’s fee or broker’s commission as a result of execution of this Agreement or consummation of the transactions provided for herein. Each party hereto agrees to indemnify, defend (with counsel reasonably acceptable to the indemnitee) and hold the other parties hereto harmless against any action, liability, loss, cost, damage or expense (including attorneys’ fees and costs) arising out of, or attributable to, any claim by any person or entity to a finder’s fee or brokerage commission based upon an alleged agreement (written or oral) between such person or entity and such indemnifying party. The provisions of this Section 14 shall survive the Closing and the termination or cancellation of this Agreement.

15.            MISCELLANEOUS.

(a)            Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the heirs, representatives, successors and assigns of the parties hereto. Except as provided in herein or in the MIPA, this Agreement is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assigns or to otherwise create any third-party beneficiary hereto.

(b)            Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Florida.

(c)            Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. The exchange of copies of this Agreement and the signature pages by facsimile transmission or other electronic means shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or other electronic means shall be deemed to be their original signatures for all purposes.

(d)            Costs. Wherever in this Agreement provision is made for the doing of any act by any person it is understood and agreed that such act shall be done by such person at its own cost and expense unless a contrary intent is expressed.

(e)            Construction. Both parties to this Agreement have participated fully and equally in the negotiation and preparation hereof, this Agreement shall not be more strictly construed or any ambiguities within this Agreement resolved against either party hereto.

(f)             Entire Agreement. This Agreement (including the Schedules and Exhibits hereto and the documents and instruments referred to herein that are to be delivered at Closing) constitutes the entire agreement among the parties to this Agreement and supersedes any prior understandings, agreements or representations by or among the parties hereto, or any of them, written or oral, with respect to the subject matter hereof, provided that the foregoing does not affect the continuing effect of the MIPA. No provisions hereof may be modified or amended except by an instrument in writing signed by the party against whom enforcement is sought and then only to the extent set forth in such instrument.

(g)            Attorneys’ Fees. In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to recover all of its reasonable attorneys’ fees and costs including all fees and costs incurred prior to and at all trial and appellate levels.

(h)            Waiver of Jury Trial. Each of party hereto hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this agreement or the actions of parties hereto in the negotiation, administration, performance and enforcement hereof.

(i)             Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void; provided, however, Buyer may assign all of its rights, interests and obligations to Landsea Parties or any direct or indirect wholly owned subsidiary of Landsea Parties without any such consent. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.

(j)             Time. Time is of the essence in the performance of each party’s respective obligations hereunder.

(k)            Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term.

(l)             Interpretation. When reference is made in this Agreement to an Article or a Section, such reference shall be to an Article or Section of this Agreement, unless otherwise indicated. The table of contents, table of defined terms and headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “or” shall not be exclusive. No summary of this Agreement prepared by any party shall affect the meaning or interpretation of this Agreement.

(m)           Remedies. Any and all remedies herein expressly conferred upon a party or expressly conferred upon a party pursuant to any other agreement, document, or instrument in connection with the transactions contemplated hereunder or delivered in connection herewith, will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties, in addition to all other remedies provided hereunder, shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. This provision shall survive termination of this Agreement or Closing.

(n)            Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (i) four (4) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, (ii) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service, (iii) on the date of confirmation of receipt (or, the first Business Day following such receipt if the date of such receipt is not a Business Day) of transmission by electronic mail or facsimile, or (iv) the date such notice is actually received by the party for whom it is intended (or, the first Business Day following such receipt if the date of such receipt is not a Business Day), in the case of any other means of transmission (including personal delivery, messenger service or ordinary mail), in each case to the intended recipient as set forth below:

Any party to this Agreement may change the address to which notices and other communications hereunder are to be delivered by giving the other parties to this Agreement notice in the manner herein set forth.

(o) Submission to Jurisdiction. Each of the parties to this Agreement (a) consents to submit itself to the personal jurisdiction of any state or federal court sitting in the State of Florida in any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, (b) agrees that all claims in respect of such action or proceeding may be heard and determined in any such court, (c) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (d) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Each of the parties hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party hereto may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 15(n). Nothing in this paragraph, however, shall affect the right of any party to serve legal process in any other manner permitted by applicable Laws.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first set forth above.

[SIGNATURE PAGES CONTINUE FOLLOWING PAGE]

[SIGNATURE PAGES CONTINUE FOLLOWING PAGE]

[SIGNATURE PAGES CONTINUE FOLLOWING PAGE]

[SIGNATURE PAGES CONTINUE FOLLOWING PAGE]