13,500,000 Units1 LF Capital Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 25th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
LF Capital Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 13,500,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,025,000 additional units to cover over-allotments, if any (the “Option Securities”), The Option Securities, and the Underwritten Securities, are hereinafter collectively called the “Securities”. To the extent there are no additional Underwriters listed on Schedule I other than one of you, the term Representatives as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain c
WARRANT AGREEMENT BETWEEN LF CAPITAL ACQUISITION CORP. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • June 25th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”), dated as of June 19, 2018, is by and between LF Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • June 25th, 2018 • LF Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 19, 2018, by and between LF Capital Acquisition Corp., a Delaware corporation (the “Company”), and Karen Wendel (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 25th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
This Private Placement Warrants Purchase Agreement, effective as of June 19, 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and among LF CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”), and LEVEL FIELD CAPITAL, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 19, 2018, is made and entered into by and among LF Capital Acquisition Corp., a Delaware corporation (the “Company”), Level Field Capital, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnification Agreement • June 25th, 2018 • LF Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 19, 2018, by and between LF Capital Acquisition Corp., a Delaware corporation (the “Company”), and Baudouin Prot (“Indemnitee”).
LF Capital Acquisition Corp. New York, NY 10022Underwriting Agreement • June 25th, 2018 • LF Capital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among LF Capital Acquisition Corp., a Delaware corporation (the “Company”), B. Riley FBR, Inc. and Raymond James & Associates, Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 15,525,000 of the Company’s units (including up to 2,025,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 18th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June ___, 2018 by and between LF Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 12th, 2021 • Landsea Homes Corp • Operative builders • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of January __, 2021 by and between Landsea Homes Corporation, a Delaware corporation (the “Company”), and _______________________ (the “Indemnitee”) and shall be deemed effective upon the earliest date that the Indemnitee is duly elected or appointed as a director or officer of the Company.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 13th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of June [_], 2018 between LF Capital Acquisition Corp., a Delaware corporation (the “Company”), Level Field Capital, LLC, a Delaware limited liability company (the “Sponsor”), and [PURCHASER] (the “Purchaser”).
LF Capital Acquisition Corp. 600 Madison Avenue New York, NY 10022Underwriting Agreement • June 18th, 2018 • LF Capital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among LF Capital Acquisition Corp., a Delaware corporation (the “Company”), B. Riley FBR, Inc. and Raymond James & Associates, Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 15,525,000 of the Company’s units (including up to 2,025,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a
Unaudited Pro Forma Condensed Combined Financial InformationMembership Interest Purchase Agreement • March 18th, 2024 • Landsea Homes Corp • Operative builders
On January 8, 2024, Landsea Homes Corporation (together with its subsidiaries, “Landsea Homes” or the “Company”) entered into a membership interest purchase agreement (the “Membership Interest Purchase Agreement”) with Antares Acquisition, LLC (“Antares”) and the sellers named therein, to acquire all of the outstanding membership interests of Antares for an aggregate cash purchase price of $185.0 million, exclusive of the repayment of Antares’ debt and subject to certain post-closing adjustments. The following unaudited pro forma condensed combined financial information presents the combination of the financial information of the Company and Antares, adjusted to give effect to the completion of the acquisition of Antares (the “Antares Acquisition”).
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 25th, 2024 • Landsea Homes Corp • Operative builders • New York
This AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 19, 2024, is made and entered into by and among LANDSEA HOMES CORPORATION, a Delaware corporation (“Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
Landsea Homes Corporation (a Delaware corporation) Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2024 • Landsea Homes Corp • Operative builders • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG LF CAPITAL ACQUISITION CORP., LFCA MERGER SUB, INC., LANDSEA HOMES INCORPORATED and LANDSEA HOLDINGS CORPORATION DATED AS OF AUGUST 31, 2020Merger Agreement • August 31st, 2020 • LF Capital Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of August 31, 2020, by and among LF Capital Acquisition Corp., a Delaware corporation (“Parent”), LFCA Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and Landsea Homes Incorporated, a Delaware corporation (the “Company”), and Landsea Holdings Corporation, a Delaware corporation (the “Seller”). Each of the Company, Parent, Merger Sub and the Seller shall individually be referred to herein as a “Party” and, collectively, the “Parties”. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules, exhibits and annexes hereto (including the Disclosure Schedules, as defined herein). Defined terms used in this Agreement are listed alphabetically in Schedule A, together with the section and, if applicable, subsection in which the definition of each such term is located.
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, 2022Membership Interest Purchase Agreement • January 20th, 2022 • Landsea Homes Corp • Operative builders • Florida
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.
FOURTH AMENDED AND RESTATED STOCKHOLDER’S AGREEMENTStockholder Agreement • May 2nd, 2024 • Landsea Homes Corp • Operative builders • Delaware
This Fourth Amended and Restated Stockholder’s Agreement, dated as of April 30, 2024 (this “Agreement”), is entered into by and between Landsea Homes Corporation, a Delaware corporation (the “Company”), and Landsea Holdings Corporation, a Delaware corporation (together with its Affiliates (as defined below) who are assignees pursuant to Section 6.3 hereof, the “Stockholder” and together with the Company each a “Party” and collectively the “Parties”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 31st, 2024 • Landsea Homes Corp • Operative builders • California
This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into by and between John Ho (“Executive”) and Landsea Homes Corporation, a Delaware corporation (the “Company”), effective as of January 1, 2024 (the “Effective Date”). This Agreement amends and restates that certain Employment Agreement between Executive and Landsea Holdings Corporation dated August 31, 2020, which was assumed by the Company on January 7, 2021 (the “Prior Agreement”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among LANDSEA HOMES CORPORATION, Antares Acquisition, LLC, and THE SELLERS Dated as of January 8, 2024Membership Interest Purchase Agreement • January 9th, 2024 • Landsea Homes Corp • Operative builders • Texas
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is dated as of January 8, 2024, by and among Landsea Homes Corporation, a Delaware corporation company (“Buyer”), Antares Acquisition, LLC, a Texas limited liability company (the “Company”), and the entities and individuals identified on Schedule A (each a “Seller” and, collectively, the “Sellers”). Buyer, the Company 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.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • January 13th, 2021 • Landsea Homes Corp • Operative builders • Delaware
This Trademark License Agreement (“Agreement”), effective January 7, 2021 (“Effective Date”), is entered into by and between Landsea Group Co., Ltd., a China limited company (“Licensor”), and LF Capital Acquisition Corp., a Delaware corporation (“LF Licensee,” together, with those subsidiaries of LF Capital Acquisition Corp., as set forth on Exhibit A, each a “Licensee”). Each of the Licensor and Licensees are referred to herein individually as a “Party” and together as the “Parties.”
AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • February 12th, 2024 • Landsea Homes Corp • Operative builders
This Amendment to Membership Interest Purchase Agreement (this “Amendment”) is entered into as of February 9, 2024 (the “Amendment Date”) by and among Landsea Homes Corporation, a Delaware corporation (“Buyer”), Antares Acquisition, LLC, a Texas limited liability company (the “Company”), and the entities and individuals identified on Schedule A of the Purchase Agreement (each a “Seller” and, collectively, the “Sellers”). Terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Purchase Agreement (as that term is defined below).
Seller Lockup AgreementSeller Lockup Agreement • January 13th, 2021 • Landsea Homes Corp • Operative builders • New York
This letter agreement (this “Letter Agreement”) is being delivered to LF Capital Acquisition Corp., a Delaware corporation (“Parent”) in accordance with Section 1.3(b)(iv) of that certain Agreement and Plan of Merger, dated as of August 31, 2020 (the “Merger Agreement”), by and among Parent, LFCA Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), Landsea Homes Incorporated (the “Company”) and Landsea Holdings Corporation, a Delaware corporation (the “Seller”), pursuant to which, inter alia, the Company will merge with and into Merger Sub, with the Company surviving on the terms and subject to the conditions set forth therein (the “Business Combination”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
HANOVER AGREEMENTHanover Agreement • January 20th, 2022 • Landsea Homes Corp • Operative builders • Florida
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
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 12th, 2021 • Landsea Homes Corp • Operative builders • Arizona
This SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of December 31, 2020 (this “Amendment”), is made and entered into by and among LANDSEA HOMES- WAB LLC, a Delaware limited liability company (the “Borrower”), WESTERN ALLIANCE BANK, an Arizona corporation, as Administrative Agent (in such capacity, the “Administrative Agent”), the lenders party to the Credit Agreement, and the other Loan Parties as of the date hereof.
FORM OF FORWARD PURCHASE AND SUBSCRIPTION AGREEMENTForward Purchase and Subscription Agreement • August 31st, 2020 • LF Capital Acquisition Corp. • Blank checks • Delaware
This Forward Purchase and Subscription Agreement (this “Agreement”), made as of August 31, 2020, by and among LF Capital Acquisition Corp., a Delaware corporation (the “Company”), Level Field Capital LLC, a Delaware limited liability company (the “Sponsor”), and the subscriber named on the signature page below (the “Subscriber”), is intended to set forth certain representations, covenants and agreements among the Company, the Sponsor and the Subscriber, with respect to the acquisition by the Subscriber of Class A Common Stock of the Company, par value $0.0001 per share (“Common Stock”), pursuant to Sections 1(a)(iii) and (iv) hereof, which representations, covenants and agreements are made in connection with the proposed business combination (the “Transaction”) among the Company, LF Capital Merger Sub, a Delaware corporation (“Merger Sub”), Landsea Holdings Corporation, a Delaware corporation (“LHC”), and Landsea Homes Incorporated, a Delaware corporation (“Landsea”).
CHAIRMAN OF THE BOARD AGREEMENT BETWEEN LF Capital Acquisition Corp. - AND - DATED: January 1, 2018Chairman of the Board Agreement • June 13th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
For purposes of this Agreement, any limitations on BPC’s activities shall include the activities of Mr. Baudouin Prot personally. This Agreement supersedes and replaces in its entirety the agreement between LF Capital Acquisition Corp. and BPC dated September 1, 2017 (the “First Agreement”) and the agreement between LF Capital Acquisition Corp. and BPC dated September 10, 2017 (the “Second Agreement”), and the First Agreement and the Second Agreement are null and void.
LF Capital Acquisition Corp. 600 Madison Avenue Suite 1802 New York, NY 10022 Ladies and Gentlemen:Letter Agreement • January 13th, 2021 • Landsea Homes Corp • Operative builders • New York
This letter agreement (this “Letter Agreement”) is being delivered to LF Capital Acquisition Corp. (“Parent”) in accordance with Section 1.3(a)(v) of that certain Agreement and Plan of Merger, dated as of August 31, 2020 (the “Merger Agreement”), by and among Parent, LFCA Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent, Landsea Homes Incorporated (the “Company”) and Landsea Holdings Corporation, a Delaware corporation (the “Seller”), pursuant to which, inter alia, the Company will merge with and into Merger Sub, with the Company surviving on the terms and subject to the conditions set forth therein (the “Business Combination”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 12th, 2021 • Landsea Homes Corp • Operative builders • Arizona
This FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of December 14, 2020 (this “Amendment”), is made and entered into by and among LANDSEA HOMES- WAB LLC, a Delaware limited liability company (the “Borrower”), WESTERN ALLIANCE BANK, an Arizona corporation, as Administrative Agent (in such capacity, the “Administrative Agent”), WESTERN ALLIANCE BANK (“Incremental Lender”), the lenders party to the Credit Agreement, and the other Loan Parties as of the date hereof.
FIRST AMENDMENT TO TRADEMARK LICENSE AGREEMENTTrademark License Agreement • July 6th, 2022 • Landsea Homes Corp • Operative builders
This Amendment (“Amendment”), dated as of June 13, 2022 (the “Effective Date”), is entered into by and between Landsea Group Co., Ltd., a China limited company (“Licensor”), and Landsea Homes Corporation, a Delaware corporation f/k/a LF Capital Acquisition Corp., a Delaware corporation (“Licensee”). Licensor and Licensee will be referred to herein as “Party,” individually, and as “Parties,” collectively.
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • June 1st, 2022 • Landsea Homes Corp • Operative builders • Delaware
This Share Repurchase Agreement (this “Agreement”) is made and entered into as of June 1, 2022, by and among Landsea Homes Corporation, a Delaware corporation (the “Company”), and Landsea Holdings Corporation, a Delaware corporation (“Selling Stockholder”).
AMENDMENT NO. 1 TO PROMISSORY NOTEPromissory Note • June 13th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
This AMENDMENT NO. 1 TO PROMISSORY NOTE (the “Amendment”), effective as of December 31, 2017 (the “Effective Date”), is by and among LF CAPITAL ACQUISITION CORP., a Delaware corporation (the “Maker”), and LEVEL FIELD CAPITAL, LLC, a Delaware limited liability company (the “Payee”).
CREDIT AGREEMENT DATED AS OF JANUARY 15, 2020 BY AND AMONG LANDSEA HOMES- WAB 2 LLC, A DELAWARE LIMITED LIABILITY COMPANY AS BORROWER, AND WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION AS ADMINISTRATIVE AGENT AND THE LENDERSCredit Agreement • March 12th, 2021 • Landsea Homes Corp • Operative builders • Arizona
This CREDIT AGREEMENT dated as of January 15, 2020, is made and entered into by and among LANDSEA HOMES- WAB 2 LLC, a Delaware limited liability company (“Borrower”), and WESTERN ALLIANCE BANK, an Arizona corporation (“Administrative Agent”) and the lenders from time to time party hereto.
LF Capital Acquisition Corp. New York, New York 10022Securities Subscription Agreement • June 13th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
LF Capital Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer Level Field Capital LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 4,312,500 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 562,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “ Class A Common Stock”). Pursuant to the Company’s certificate of incorporation (the “Charter”), shares of Class B Common Stock will convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, upon the terms and con
AMENDMENT OF WARRANT AGREEMENTWarrant Agreement • January 13th, 2021 • Landsea Homes Corp • Operative builders • New York
THIS AMENDMENT OF WARRANT AGREEMENT (this “Agreement”), made as of January 7, 2021, is made by and between LF Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 12th, 2021 • Landsea Homes Corp • Operative builders • Arizona
This THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of August 28, 2019 (this “Amendment “), is made and entered into by and among LANDSEA HOMES- WAB LLC, a Delaware limited liability company (the “Borrower”), WESTERN ALLIANCE BANK, an Arizona corporation, as Administrative Agent (in such capacity, the “Administrative Agent”), FLAGSTAR BANK, FSB (“Incremental Lender”), the lenders party to the Credit Agreement, and the other Loan Parties as of the date hereof.
