Settlement Agreement and Release dated July 27, 2024

Legacy Housing Corp. v. Bill Rodwell et al., No. 4:24-cv-00096-P consolidated with No. 4:24-CV-00300-P, pending in the United States District Court for the Northern District of Texas (the “Texas Lawsuit”);

Cleveland MHC, LLC v. Legacy Housing Corp. and Jeffery V. Burt, No. 3:24-CV-00084-DPJ-ASH, pending in the United States District Court for the Southern District of Mississippi—Northern Division (the “Mississippi Lawsuit”); and

Legacy Housing Corp. v. Country Aire Homes of LA, LLC et al., No. 1:24-cv-00460, pending in the United States District Court for the Western District of Louisiana and Legacy Housing Corp. v. Country Aire MHP LLC, et al., No. 2:24-cv-00525-JDC-TPL, pending in the United States District Court for the Western District of Louisiana—Lake Charles Division (the “Louisiana Lawsuits”).

Forest Hollow shall convey clear title, and the undisputed right to possess, all real and personal property located on or at the Forest Hollow Mobile Home Community, 6650 Broad Oak Street, Beaumont, TX 77713 (the “Forest Hollow Mobile Home Community”) to Legacy;

Cleveland shall convey clear title, and the undisputed right to possess, all real and personal property located on or at the Cleveland Mobile Home Community, 110 Old Hwy 49 S. Richland, MS 39218 (the “Cleveland Mobile Home Community”) to Legacy;

Cleveland and Forest Hollow shall assign all intangible assets, including all leases, contracts, and goodwill applicable or related to the real and personal property located on or at the Forest Hollow Mobile Home Community and the Cleveland Mobile Home Community to Legacy;

The Individual and Entity Defendants shall irrevocably waive any and all claims related to existing deposits; and

Legacy shall refinance the Entity and Individual Defendants’ remaining debt.

The Parties shall enter into a new two-year, $48 million promissory note (the “Note”), dated July 3, 2024, that is governed by Louisiana law. Pursuant to this Agreement, the borrower(s) shall have the option to reduce the principal debt due under the Note by up to $5 million by making a lump-sum payment prior to executing the Note and all related security and credit instruments. On a one-to-one basis, Legacy will forgive $1 of debt for every $1 that the borrower(s) pay at signing, up to $2.5 million.¹ The Note shall bear interest at a rate of 7.9% per annum, shall require monthly, interest-only payments paid by ACH, and shall mature after twenty-four months, with the balance due upon maturity. The borrower(s) shall have the right to release any collateral used to secure the Note by making a Release Payment. The Release Payments are identified in Exhibit A and Exhibit B. Prior to making a Release Payment, the borrower(s) shall provide Legacy with notice and sufficient time to release the collateral. Legacy shall not be required to release any lien on the Real Property until all liens on the Personal Property located on or at the Real Property have been released. The borrower(s) shall not further encumber the collateral that is being encumbered pursuant to this Agreement. Release Payments shall be used to reduce the principal due under the Note, and the Note shall be secured by:

A first priority security interest in the homes identified in Exhibit A (collectively, the “Personal Property”), including all fixtures, component parts, and equipment in or attached thereto.

A first priority mortgage in the real property identified in Exhibit B (the “Real Property”).

A pledge of any and all leases and rents, either current or in the future, related to the Real and Personal Property.

Personal guarantees signed by the Individual Defendants.²

Current certificates of existence and/or good standing for every borrower that is not a natural person issued by the appropriate governmental authority certifying that the entity is validly existing and in good standing in the jurisdiction in which it is organized.

Current, certified copies of the articles of organization, limited liability company certificate, and operating agreement applicable to every borrower that is not a natural person.

Such other security and credit instruments as are reasonably necessary or customary for such transaction, including, but not limited to: (1) a restriction on any borrower’s ability to incur additional debt on the Real and Personal Property;

Need final amount. Payment due upon executing new two-year Note.

The Individual Defendants shall personally guarantee the Note to the same extent they have personally guaranteed the Entity Defendants’ existing debt.

The Parties shall execute this Agreement on or before July 26, 2024.

The Parties shall file joint motions to stay the Litigation for thirty days on or before July 29, 2024.

Forest Hollow shall convey clear title, and the undisputed right to possess, all real and personal property located on or at the Forest Hollow Mobile Home Community to Legacy on or before August 5, 2024.

Cleveland shall convey clear title, and the undisputed right to possess, all real and personal property located on or at the Cleveland Mobile Home Community to Legacy on or before August 5, 2024.

Cleveland and Forest Hollow shall assign all intangible assets, including all leases, contracts, and goodwill applicable or related to the real and personal property located on or at the Forest Hollow Mobile Home Community and the Cleveland Mobile Home Community to Legacy on or before August 5, 2024.

The Entity and Individual Defendants shall provide a schedule of outstanding indebtedness, reach a resolution with Vanderbilt Mortgage, and bring current any other debt in default on or before August 5, 2024.³

The borrower(s) shall execute the Note and all related security and credit instruments on or before August 8, 2024.

Mutual Release

To be discussed.

This Agreement is a binding and enforceable contract that, to the extent necessary, can be enforced in a court of law.

This Agreement has been executed under, and shall be construed and enforced in accordance with, the laws of the State of Texas, without regard to any conflicts of laws principles.

This Agreement constitutes the entire understanding and agreement of the Parties and supersedes all prior and contemporaneous agreements, understandings, representations, and negotiations.

The Parties represent, covenant, and warrant that each has the right and authority to execute and grant the rights and releases contained in this Agreement.

Defendants represent, covenant, and warrant that they have not assigned, pledged, sold or transferred any right, title or interest in the Real and Personal Property described in Section 1 of this Agreement.

The Parties shall bear their own attorneys’ fees and costs, including any attorneys’ fees and costs incurred in connection with this Agreement; provided, however, that in the event this Agreement is, in any way, challenged or subject to litigation, the Entity and Individual Defendants shall indemnify Legacy and Hodgson for all attorneys’ fees and costs related to the same.