Fourth Amendment to Second Amended and Restated Limited Liability Company Agreement of Centennial Founders, LLC

SPIC, Standard Pacific, Pardee, Tejon and Lewis Investment Company LLC, a California limited liability company (“Lewis”) entered into that certain Second Amended and Restated Limited Liability Company Agreement of Centennial Founders, LLC (formerly known as RM Development Associates, LLC) (the “Company”), dated as of July 31, 2009 (the “Second Amended and Restated LLC Effective Date”) (such agreement, the “Second Amended and Restated LLC Agreement”), as amended by that certain First Amendment to Second Amended and Restated Limited Liability Company Agreement of Centennial Founders, LLC dated as of November 30, 2016 (the “First Amendment”), as further amended by that certain Second Amendment to Second Amended and Restated Limited Liability Company of Centennial Founders, LLC dated as of November 30, 2016 (the “Second Amendment”), as further amended by that certain Third Amendment to Second Amended and Restated Limited Liability Company Agreement of Centennial Founders, LLC dated as of February 1, 2018 (the “Third Amendment” and, as amended by this Fourth Amendment, collectively the “LLC Agreement”).

Effective December 31, 2014, Lewis formed Lewis Tejon Member, LLC, a Delaware limited liability company (“LTM”), and contributed and assigned all of its Interest as a member in the Company to LTM.

As of the Second Amended and Restated LLC Effective Date, Lewis, Pardee, SPIC and Standard Pacific elected to become Non-Funding Members. Pursuant to that certain

As a result of the Non-Funding Members’ failure to fund any additional capital requested under the LLC Agreement, the Percentage Interests of the Members as of immediately prior to the Fourth Amendment Effective Date are as follows (the “Fourth Amendment Effective Date Percentage Interests”):

Pursuant to Section 13.1A of the LLC Agreement, a Non-Funding Member may elect to withdraw as a member of the Company at any time by delivering written notice of such election to Tejon.

Effective concurrently herewith, the CA Withdrawing Members have each elected to withdraw as members of the Company and to accept a liquidation of their respective Interests therein (the “CA Withdrawal”) pursuant to that certain Redemption and Withdrawal Agreement dated as of the date hereof by and between the Company and the CA Withdrawing Members (the “CA Redemption Agreement”).

Effective upon the CA Withdrawal, the Percentage Interests of the Remaining Members shall be adjusted (by reallocating the CA Withdrawing Members’ Fourth Amendment Effective Date Percentage Interest to the Remaining Members in proportion to such Remaining Members’ relative Fourth Amendment Effective Date Percentage Interests) and the Percentage Interests of the Remaining Members immediately following such adjustment shall be as follows:

Pursuant to Section 10.1 of the LLC Agreement, the Eligible Developers (and their respective designated Affiliates) have the right to make offers to purchase and acquire Private Sale Lots and to use their respective Applicable Lot Credits for such purchases, subject to the terms and conditions contained in the LLC Agreement. If the Specific Plan Approval(s) are not obtained prior to the Specific Plan Approvals Deadline(s), then such rights automatically terminate, subject to the terms and conditions contained in the LLC Agreement. Further, and subject to the terms and conditions contained in the LLC Agreement, the Company has a right to call and redeem the Interest of any Non-Electing Developer pursuant to Section 13.1C of the LLC Agreement if the Company fails to obtain a Specific Plan Approval from the Los Angeles County Board of Supervisors by the Specific Plan Approvals Deadline applicable thereto. The Third Amendment amended Section 10.1 of the LLC Agreement to, among other things, extend the Specific Plan Approvals Deadline to obtain final approval from the Los Angeles Board of Supervisors of the Specific Plan from March 15, 2018 to September 30, 2018. Final approval from the Los Angeles Board of Supervisors of the Specific Plan was not obtained by the September 30, 2018 Specific Plan Approvals Deadline.

Although the Company did not obtain final approval from the Los Angeles Board of Supervisors of the Specific Plan by September 30, 2018, in consideration of Pardee’s efforts toward assisting the Company achieve such Specific Plan Approval, the Remaining Members now desire to amend the LLC Agreement for the benefit of Pardee to extend (i) each Specific Plan Approvals Deadline only with respect to Pardee, and (ii) the date that Pardee may elect to withdraw as a member of the Company and still be defined as a Subsequent Withdrawing Developer, in each case, as set forth herein, and the CA Withdrawing Members now desire to acknowledge the same and their withdrawal from the Company as provided in the CA Redemption Agreement, all as set forth below.