STOCKHOLDER’S AGREEMENTStockholder Agreement • January 13th, 2021 • Landsea Homes Corp • Operative builders • Delaware
This Stockholder’s Agreement, dated as of January 7, 2021 (this “Agreement”), by and between LF Capital Acquisition Corp. (which, immediately following the Closing, will change its name to Landsea Homes Corporation), a Delaware corporation (the “Company”), and Landsea Holdings Corporation, a Delaware corporation (“Stockholder”).
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.”
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.
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.
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”).
Sponsor Lockup AgreementSponsor 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. (“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.
