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.
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
