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21-0406_ARROYO CAP II-1, LLC_Assignment & Assumption of Purchase and Sale AgreementASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT ("Assignment") is made and entered into as of 2021 ("Effective Date"), by and between SAN JUAN TIRADOR, LLC, a Delaware limited liability company ("Assignor"), and ARROYO CAP II -1, LLC, a Delaware limited liability company, ("Assignee"). All capitalized terms not otherwise defined herein shall have the meaning given such terms in the "Agreement" (as defined in Recital A below). RECITALS: A. Assignor, as purchaser, entered into that certain Real Property Purchase and Sale Agreement and Joint Escrow Instructions (Tirador) dated October 6, 2020 ("Purchase Agreement"), with the City of San Juan Capistrano, a California municipal corporation ("Seller"), whereby Assignor agreed to purchase and Seller agreed to sell certain real property located in the City of San Juan Capistrano, State of California, as such property is more particularly described in the Purchase Agreement (the "City Property"). B. In connection with its sale to Assignee of the "Property" (as defined and provided in that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of January 27, 2021 between Assignor and Landsea Homes of California, Inc., a Delaware corporation, [as amended, the "Assignor/Assignee PSA"], as assigned by Landsea Homes of California, Inc. to its affiliate LS -San Juan LLC, a Delaware limited liability company ("LS -SJ"), and as the rights but not the obligations under the Assignor/Assignee PSA were further assigned by LS -SJ to Assignee pursuant to that certain Nomination Agreement between LS -SJ and Assignee dated on or around the date hereof), Assignor desires to assign to Assignee all of its rights, title, and interest as purchaser under the Purchase Agreement, and Assignee desires to acquire from Assignor such rights, title, and inter6st of Assignor and to assume the duties and obligations of purchaser under the Purchase Agreement arising on and after the date of such assignment. NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration in hand paid by Assignee to Assignor, the receipt and sufficiency of which are hereby acknowledged and confessed, Assignor and Assignee hereby agree as follows: AGREEMENT: 1. Assi nment. Assignor hereby assigns to Assignee all of the rights, title and interest of Assignor in and to the Purchase Agreement, and Assignee hereby accepts such assignment, all to the extent arising on and after the Closing Date (as defined below). 2. Assumption. Assignee hereby assumes and agrees to perform all of Assignor's covenants, agreements and obligations under the Purchase Agreement, all to the extent first arising on and after the Closing Date. 3. Assignor Released. Effective as of the Closing Date, Assignor shall be released from any and all covenants, conditions, obligations and duties required to be performed by 3345.016 / 9254797.1 Assignee under the Purchase Agreement arising from and after the Effective Date of this Assignment. 4. Effectiveness. It is expressly understood that Assignee does not assume any of the obligations of Assignor under the Purchase Agreement to the extent arising prior to the Closing Date and shall have no obligation to Assignor (except under and as set forth in the Assignor/Assignee PSA) or the City if the transactions described in this. Assignment or the Assignor/Assignee PSA fail to close. As used herein, "Closing Date" means the "Close of Escrow" (as defined in Section 1.1.16 of the Purchase Agreement). This Assignment and the foregoing acceptance shall be effective immediately upon the assignment of the Purchase Agreement from Assignor to Assignee on and only as of the Closing Date and shall be null and void if for any reason the Closing Date shall not occur. 5. Counterparts. This Assignment may be executed in counterparts (including facsimile and/or PDF format counterparts), each of which shall be deemed an original, and all such counterparts, when taken together, shall constitute one agreement. This Assignment may also be delivered by facsimile or electronic mail transmission (in pdf or similar format) with the same force and effect as if an original executed counterpart "hard" copy of this Assignment had been delivered by the delivering party. 6. Attorneys' Fees. If legal action is commenced to enforce or to declare the effect of any provision of this Assignment, or any document executed in connection with this Assignment, the prevailing party shall be entitled to recover from the non -prevailing party attorneys' fees and other litigation costs. In addition to the foregoing award of attorneys' fees to the prevailing party, the prevailing party in any lawsuit on this Assignment or any document executed in connection with this Assignment shall be entitled to its attorneys' fees incurred in any post judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Assignment or any document executed in connection with this Assignment into any judgment on this Assignment or any document executed in connection with this Assignment. - 7. Successors. This Assignment shall be binding on'and inure to the benefit of the parties herein, their heirs, executors, administrators, successors in interest and assigns. 8. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of California. [Signatures on next page] -2- 3345,016 / 9254797.1 IN WITNESS WHEREOF, this Assignment is executed and effective as of the date first set forth above. ASSIGNOR: SAN JUAN TIRADOR, LLC, a Delaware limited liability company By:_ Name: Title: [signatures continue on following page] 3345.016 / 9254797.1 ASSIGNEE: ARROYO CAP II -1, LLC, a Delaware limited liability company By: Arroyo Capital II, LLC, a Delaware limited liability company, Its sole member By: Name: Leigh Austin Title: Executive Vice President [TIRADOR- SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (CITY)] 3345.016 / 9254797.1 CONSENT TO ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT As required by Section 6.19 of the Real Property Purchase and Sale Agreement and Joint Escrow Instructions (Tirador) dated as of October 6, 2020 (as amended by that certain First Amendment to Real Property Purchase and Sale Agreement and Joint Escrow Instructions dated March 17, 2021, the "City PSA"), by the City of San Juan Capistrano, a California municipal corporation, as Seller, and San Juan Tirador, LLC, a Delaware limited liability company, as Buyer, the undersigned hereby consents to the assignment by San Juan Tirador, LLC to Arroyo Cap II -1, LLC, a Delaware limited liability company ("Arroyo") of any and all rights and obligations of San Juan Tirador, LLC under the City PSA. In addition, and with the understanding that Arroyo will rely on this Consent in accepting the assignment of the City PSA, the undersigned hereby states and declares to Arroyo and LS -San Juan LLC that, to the undersigned's actual knowledge (as defined in the City PSA), (i) the City PSA is in full force and effect and has not been amended or modified except for the above referenced First Amendment, and (ii) no default or breach by San Juan Tirador, LLC or the undersigned exists under the City PSA and no condition or circumstance exists which, with the giving of notice or the passing of time or both, would constitute a default by San Juan Tirador, LLC or the undersigned under the City PSA or otherwise entitle the undersigned to terminate the City PSA. DATED: 2021 ATTEST: WON APPROVED AS TO FORM: BEST BEST & KRIEGER LLP By: C 2:z / L3 Jeff alli ger, Cit Attorney 3345.016 / 9254797.1 City of San Juan Capistrano, A California municipal corporation ,--y— By: Na Title: