Exhibit 10.6
TRADEMARK
LICENSE AGREEMENT
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.”
WHEREAS, Licensor
owns the xxxx XXXXXXX (the “Licensed Xxxx”) for use in connection with real estate services, as well as the
following U.S. Patent & Trademark Office registrations for the Licensed Xxxx:
| x. | XXXXXXX, Reg. No. 5,436,317
for “Appraisals of real estate; commercial and residential real estate agency services;
housing agencies; land leasing; leasing of real estate; real estate investment services
in the nature of purchasing and selling of real estate for others; real estate management
service” in International Class 036; and |
| x. | XXXXXXX, Reg. No. 5,247,710
for “Building construction; building of fair stalls and shops; cleaning of buildings;
construction planning; construction project management services; construction services,
namely, planning, laying out and custom construction of residential and commercial communities;
construction, maintenance and renovation of property; providing information and commentary
in the field of real estate development; real estate development; real estate site selection:
in International Class 037. |
WHEREAS, Licensor
wishes to license to each Licensee and each Licensee wishes to license from Licensor the Licensed Xxxx XXXXXXX for use in connection
with real estate services, including as defined in the U.S. Patent and Trademark Office Registrations listed herein.
WHEREAS, Licensor
expects that it will obtain significant value from having each Licensee make licensed use of the Licensed Xxxx XXXXXXX in the
United States in connection with real estate services.
WHEREAS, subject
to the terms and conditions set forth in this Agreement, Licensor is willing to grant to Licensees the exclusive collective right
to use the Licensed Xxxx in the “domestic homebuilding business” in connection with the goods and services offered
by each Licensee (the “Scope of Grant”). For purposes hereof, “domestic homebuilding business”
shall mean shall mean a business (i) engaged in constructing single and/or multi-family residential properties that operates in
the United States or (ii) with a business unit dedicated to constructing single and/or multi-family residential properties in
the United States, but excluding such business and activities located in New York, New York.
NOW, THEREFORE,
in consideration of the mutual promises, covenants and conditions contained herein, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1. License
Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to each Licensee a non-sublicensable,
royalty-free license to use the Licensed Xxxx in a manner consistent with the Scope of Grant; provided, that, the
Parties hereto further agree that the LF Licensee (i) from time to time, may amend the list of subsidiaries set forth on Exhibit
A and (ii) shall, upon written request by Licensor, promptly provide to Licensor a current copy of the amended Exhibit A.
The license granted by the immediately preceding sentence shall be exclusive as to all Licensees collectively. Each Licensee agrees
to adhere and conform to the terms and conditions in this Agreement, including the quality control provisions set forth herein.
For purposes of this Agreement, “subsidiary” means, for any person, (x) any corporation more than 50% of whose capital
stock of any class or classing having by the terms thereof ordinary voting power to elect a majority of the directors of such
corporation is at the time owned by such person directly or indirectly through subsidiaries, or (y) any limited liability company,
partnership, association, joint venture, or other entity of which such person directly or indirectly through subsidiaries has
more than a 50% equity interest at the time.
2. Ownership
and Use of the Licensed Xxxx. Each Licensee acknowledges that Licensor solely and exclusively owns the Licensed Xxxx.
Each Licensee shall not represent that it has any ownership interest in the Licensed Xxxx. Each Licensee acknowledges that its
licensed use of the Licensed Xxxx does not create in Licensee any title in or to the Licensed Xxxx or any goodwill associated
with the Licensed Xxxx, and that all goodwill arising from each Licensee’s use of the Licensed Xxxx inures to the benefit
of Licensor. Each Licensee agrees not to challenge the validity of the Licensed Xxxx. Notwithstanding anything to the contrary
herein, nothing in this Agreement shall limit Licensor’s ability to use or otherwise license the Licensed Xxxx outside of
the Scope of Grant.
a. For
the purpose of maintaining and protecting the image and reputation of Licensor and the XXXXXXX xxxx, LF Licensee shall ensure,
and cause each Licensee to ensure, that each Licensee’s services are at least of the same quality as those services offered
by Licensor under the XXXXXXX xxxx as of the Effective Date of this Agreement.
b. LF
Licensee has shared with Licensor its plans for the services to be offered using the Licensed Xxxx, including the services to
be offered by LF Licensee’s subsidiaries. Licensor acknowledges that the quality contemplated is appropriate and each Licensee
agrees that all services provided using the Licensed Xxxx will adhere to those quality standards.
c. Licensee
agrees, following a written request from Licensor, that LF Licensee shall promptly provide, or cause to be provided to, Licensor
such information reasonably requested and to allow physical inspection upon reasonable notice of each Licensee’s premises
in order to allow Licensor sufficient information to reasonably confirm the quality level of the services provided by each Licensee
in connection with the Licensed Xxxx.
d. LF
Licensee further agrees that it shall be responsible for each Licensee’s compliance with this Section 3.
4. 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 Party without the prior written consent of the LF Licensee and Licensor,
and any such assignment without such prior written consent shall be null and void.
a. Term.
This Agreement shall have a term of ten (10) years beginning on the date first set forth above. The Parties agree that upon and
after the nine (9) year anniversary of the date first set forth above, if not terminated earlier pursuant to Section 5(b),
LF Licensee and Licensor shall negotiate in good faith a commercially reasonable agreement for the continued licensing of the
Licensed Xxxx; provided that each of LF Licensee and Licensor shall determine to enter into any such agreement in their
sole discretion. The Licensees shall, within one hundred and eighty (180) days after the ten (10) year anniversary cease using
the Licensed Xxxx.
b. Termination.
Notwithstanding Section 5(a), this agreement may be terminated by either of LF Licensee or Licensor upon the earlier of:
(i) Breach;
Abandonment. Upon thirty (30) days after any abandonment of the Licensed Xxxx by Licensor or breach by a Party of any
of the material terms herein, where such breach is not cured within ten (10) business days after receipt of written notice from
the non-breaching Party.
(ii) Sale
to Third Party. Upon sixty (60) days after a Change of Control; provided that LF Licensee first provides Licensor
with written notice thereof not less than thirty (30) days prior to the anticipated Change of Control. For purposes of this Agreement,
“Change of Control” means any direct or indirect sale or transfer of all or substantially all of the assets of the
LF Licensee, whether by operation of law, merger, divestiture, purchase of securities or other similar transaction, whereby a
person, other than Licensor (together with its Affiliates), after such transaction or series of transaction (i) owns directly
or indirectly more than 50% of the equity interest in LF Licensee or such person owning all or substantially all of the assets
of LF Licensee or (ii) otherwise has the power to elect a majority of the directors, managers, principals, officers or other controlling
body of LF Licensee or such person owning all or substantially all of the assets of LF Licensee.
(iii) Ownership
Threshold. Upon one hundred and eighty (180) days after the date on which the aggregate ownership of LF Licensee held
by Licensor (together with all of its affiliates) is less than six percent (6%); provided that during such one hundred
and eighty (180) period, LF Licensee and Licensor shall negotiate in good faith a commercially reasonable agreement for the continued
licensing of the Licensed Xxxx; provided further that each of LF Licensee and Licensor shall determine to enter into any
such agreement in their sole discretion.
6. Disputes,
Arbitration and Actions. The LF Licensee and Licensor shall attempt in good faith to resolve any dispute arising out of
or relating to this Agreement promptly by negotiation. Any dispute arising out of or relating to this Agreement or the breach,
termination, enforcement, interpretation or validity thereof, which dispute cannot be resolved in good faith, shall be determined
by arbitration conducted in Hong Kong administered by the Hong Kong International Arbitration Centre (“HKIAC”) under
the HKIAC Administered Arbitration Rules. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration
from a court of appropriate jurisdiction but it shall be deemed to preclude any remedy sought in a court of law.
7. Choice
of Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware,
without giving effect to any choice of laws or conflict of laws provisions that would require the application of the laws of any
other jurisdiction.
8. Notices.
Any notices hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail postage prepaid,
return receipt requested, (c) by electronic mail, or (d) by a commercial overnight courier that guarantees next day delivery and
provides a receipt, and such notices shall be addressed as follows:
If to Licensor:
Landsea Group Co., Ltd.
Xxxxxxxx
0, Xxxx 000, Xxxxxxx Xxxx
Xxxxxxxxx
Xxxxxxxx, 000000
Email: xxxxxxxxxx@xxxxxxx.xx
If to Licensee:
Landsea Homes
Corporation
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxxx
Email: xxxxxxxxxx@xxxxxxx.xx
9. Waiver.
Waiver by either Party, whether expressed or implied, of any provision of this Agreement, or of any breach or default, shall
not constitute a continuing waiver of such provision or a waiver of any other provision of this Agreement.
10. No
Partnership. The relationship between Licensor and each Licensee hereunder shall at all times be that of licensor and
licensee, and nothing contained in this Agreement shall render or constitute Licensor and Licensee joint venturers, affiliates,
partners, or agents of each other or allow a Party to legally bind the other Party with respect to any third party.
11. Successors.
Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the Parties, and their
successors and permitted assigns.
12. Construction.
This Agreement shall be deemed to have been jointly drafted by all Parties hereto and shall be construed in accordance with
its fair meaning, and not strictly construed against either Party.
13. Severability.
Should any part of this Agreement be declared invalid or unenforceable by an arbitration panel or court of competent jurisdiction,
that part shall be excluded to the extent of such invalidity or unenforceability and all other terms hereof shall remain in full
force and effect.
14. Entire
Agreement. This Agreement contains the entire agreement of the Parties with regard to the licensing of the Licensed Xxxx
and each Licensee’s use thereof. Neither this Agreement nor any provision hereof may be modified, amended or waived except
by the written agreement of LF Licensee and Licensor.
15. Captions.
The captions and titles in this Agreement are for reference only and shall in no way be construed to define, limit, or extend
either the scope of this Agreement or the intent of any of its provisions.
16. Counterparts.
This Agreement may be signed in counterparts, and each copy shall be considered an original for all purposes.
[Signature page to follow]
IN WITNESS WHEREOF, the Parties
agree to all of the terms and conditions of this Agreement as of the Effective Date.
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Licensor |
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Landsea Group Co., Ltd. |
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By: |
/s/ Xxxxxx Xxxx |
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Name: Xxxxxx Xxxx |
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Title: Authorized Officer |
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Licensee |
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LF Capital Acquisition Corp., on behalf of itself and those subsidiaries
set forth on Exhibit A |
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By: |
/s/ Xxxxx Xxxx |
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Name: Xxxxx Xxxx |
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Title: President and Chief Executive Officer |
[Signature Page to
License Agreement]
Exhibit A
List of Subsidiaries
| 8. | Xxxxxxx Xxxxxx Development, LLC |
| 9. | Xxxxxxx Xxxxxx Homes, LLC |
| 13. | GWH Grand Village, LLC |
| 15. | GWH Mountain Views, LLC |
| 20. | GWH Northern Farms, LLC |
| 23. | GWH Sunrise, LLC (#23) |
| 26. | GWH West Pointe Estates, LLC |
| 27. | GWH West Pointe Village, LLC |
| 30. | JJAZ Construction, LLC |
| 31. | Landsea Construction Arizona Inc. |
| 32. | Landsea Construction Inc. |
| 33. | Landsea Construction LLC |
| 34. | Landsea Homes of Arizona LLC |
| 35. | Landsea Homes of California Inc. |
| 36. | Landsea Homes US Corporation (fka Landsea Homes Incorporated) |
| 37. | Landsea Homes- WAB 2 LLC |
| 39. | Landsea Real Estate Arizona Inc. |
| 40. | Landsea Real Estate California, Inc. |
| 41. | Landsea Real Estate Inc. |
| 42. | Landsea Real Estate, New Jersey, L.L.C. |
| 59. | LS-NJ Port Imperial Borrower, LLC |
| 60. | LS-NJ Port Imperial EB5 Borrower, LLC |
| 61. | LS-NJ Port Imperial JV, LLC |
| 62. | LS-NJ Port Imperial LLC |
| 63. | LS-NJ Port Imperial Member, LLC |
| 69. | LS-PA Boston Point LLC |
| 73. | LS-XX Xxxxxx Ranch LLC |
| 75. | LS-Verrado Marketside LLC |
| 76. | LS-Verrado Victory Duplex LLC |
| 81. | Pinnacle West Homes Alamar LLC |
| 82. | Pinnacle West Homes and Development, LLC |
| 83. | Pinnacle West Homes Centerra LLC |
| 84. | Pinnacle West Homes Destiny LLC |
| 85. | Pinnacle West Homes E-69 LLC |
| 86. | Pinnacle West Homes E44, LLC |
| 87. | Pinnacle West Homes E48 LLC |
| 88. | Pinnacle West Homes E70 LLC |
| 89. | Pinnacle West Homes E92 LLC |
| 90. | Pinnacle West Homes Encanta LLC |
| 91. | Pinnacle West Homes Highlands LLC |
| 92. | Pinnacle West Homes Holding Corp. |
| 93. | Pinnacle West Homes M71 LLC |
| 94. | Pinnacle West Homes M72 LLC |
| 95. | Pinnacle West Homes V117, LLC |
| 96. | Portola PA-1 Mezz Owner LLC |
| 97. | Portola PA-1 Owner, LLC |
| 98. | Portola PA-3 Mezz Owner LLC |
| 99. | Portola PA-3 Owner LLC, LLC |
| 100. | Portola PA-4 Mezz Owner LLC |
| 101. | Portola PA-4 Owner, LLC |
| 102. | Portola PA-5 Mezz Owner LLC |
| 103. | Portola PA-5 Owner, LLC |
| 104. | Portola PA-5B Mezz Owner LLC |
| 105. | Portola PA-5B Owner, LLC |
| 109. | Xxxxxxx Place At Baseline, LLC |
| 110. | The Grove At Baseline, LLC |
| 112. | The Vale PA-1 Owner, LLC |
| 113. | The Vale PA-2 Owner, LLC |
| 114. | The Vale PA-3 Owner, LLC |
