First Amendment to Fourth Amended and Restated Limited Liability Company Agreement of Heritage Fields LLC, dated as of November 15, 2022, by and among Five Point Heritage Fields, LLC, Heritage Fields Capital Co-Investor Member LLC, MSD Heritage Fields, LLC, and LNR HF II, LLC

THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Amendment”) of HERITAGE FIELDS LLC, a Delaware limited liability company (the “Company”), is dated for reference purposes as of November 15, 2022, by and among FIVE POINT HERITAGE FIELDS, LLC, a Delaware limited liability company (“Five Point”), HERITAGE FIELDS CAPITAL CO-INVESTOR MEMBER LLC, a Delaware limited liability company (“Co-Investor”), MSD HERITAGE FIELDS, LLC, a Delaware limited liability company (“MSD”), and LNR HF II, LLC, a California limited liability company (“LNR”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the “Operating Agreement” (defined below).

WHEREAS, LenFive, LLC, a Delaware limited liability company (“Lennar”), transferred its Legacy Interests (the “Transfer”) in the Company to Lennar Homes of California LLC (“LHC”), effective as of November 2, 2022 (the “Effective Date”), pursuant to Section 11.2 of the Company’s Fourth Amended and Restated Limited Liability Company Agreement, dated as of April 21, 2017 (the “Operating Agreement”);

WHEREAS, pursuant to Section 11.7(c) of the Operating Agreement, allocations of Profit, Loss and Distributions to LHC will commence as of December 1, 2022;

WHEREAS, Lennar previously provided the other Members with notice of the transfer in accordance with Section 11.2 of the Operating Agreement as well as a copy of an executed Assignment and Assumption Agreement by and between Lennar and LHC in accordance with Section 11.3(b) of the Operating Agreement;

WHEREAS, Section 11.7(b) of the Operating Agreement requires that the Operating Agreement be amended and/or restated in order to reflect the Transfer and the admission of LHC as a substitute Member in place of Lennar; and

WHEREAS, the Voting Members desire to amend the Operating Agreement to reflect the Transfer and the admission of LHC as a substitute Member.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the Voting Members hereby amend the Operating Agreement, as of the Effective Date, as follows:

1.Changes to Definitions. As used in the Operating Agreement, "Lennar" shall now mean Lennar Homes of California LLC, a California limited liability company.

2.Exhibit A – Membership Interests. Exhibit A of the Operating Agreement is hereby amended and restated as set forth on Exhibit A hereto.

3.Exhibit B – Notices. Exhibit B of the Operating Agreement is hereby amended and restated as set forth on Exhibit B hereto.