Third Supplemental Indenture dated as of September 18, 2017 between the Company, DMB/TNHC LLC and U.S. Bank National Association

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 18, 2017, among DMB/TNHC LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of The New Home Company Inc., (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture dated as of March 17, 2017 (as amended by the Frist Supplemental Indenture dated as of April 28, 2017 and the Second Supplemental Indenture dated as of July 28, 2017, the “Indenture”), providing for the issuance of the Company’s 7.250% Senior Notes due 2022 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Security Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.    CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.    AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Security Guarantee and in the Indenture including but not limited to Article 10 thereof.

4.    NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Security Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance

of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

5.    NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

6.    COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

7.    EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

8.    THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed and attested, all as of the date first above written.

DMB/TNHC LLC,

a Delaware limited liability company

a Delaware limited liability company

as Manager

Name:     John Stephens

[Signatures continue on the following page]

    

By: /s/ John Stephens

Name:     John Stephens

[Signatures continue on the following pages]

GUARANTORS

TNHC REALTY AND CONSTRUCTION INC.

a Delaware corporation

THE NEW HOME COMPANY SOUTHERN CALIFORNIA LLC

a Delaware limited liability company

THE NEW HOME COMPANY NORTHERN CALIFORNIA LLC

a Delaware limited liability company

TNHC LAND COMPANY LLC

a Delaware limited liability company

TNHC ARIZONA LLC

a Delaware limited liability company

TNHC-SANTA CLARITA GP, LLC

a Delaware limited liability company

TNHC SAN JUAN LLC

a Delaware limited liability company

LR8 INVESTORS, LLC

a Delaware limited liability company

LR8 OWNER, LLC

a Delaware limited liability company

TNHC-CALABASAS GP LLC

a Delaware limited liability company

TNHC GROVE INVESTMENT LLC

a Delaware limited liability company

TNHC CANYON OAKS LLC

a Delaware limited liability company

TNHC-ARANTINE GP LLC

a Delaware limited liability company

LARKSPUR LAND 8 OWNER, LLC
a Delaware limited liability company

LARKSPUR LAND 8 INVESTORS, LLC

a Delaware limited liability company

By: /s/ John Stephens

Name:     John Stephens

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

By: /s/ Donald T. Hurrelbrink

Name: Donald T. Hurrelbrink

Title: Vice President