REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2021 • DiamondHead Holdings Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January [_], 2021, is made and entered into by and among DiamondHead Holdings Corp., a Delaware corporation (the “Company”), DHP SPAC-II Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
DiamondHead Holdings Corp. 250 Park Avenue, 7th Floor New York, NY 10177Securities Subscription Agreement • January 8th, 2021 • DiamondHead Holdings Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on October 21, 2020 by and between DHP SPAC-II Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and DiamondHead Holdings Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriter of the initial public offering (“IPO”) of units (“Units”) of the Company, does not fully exercise its over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • January 28th, 2021 • DiamondHead Holdings Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 25, 2021, by and between DiamondHead Holdings Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2021 • DiamondHead Holdings Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 25, 2021, is made and entered into by and among DiamondHead Holdings Corp., a Delaware corporation (the “Company”), DHP SPAC-II Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
DiamondHead Holdings Corp. 250 Park Ave. 7th Floor New York, New York 10177 Re: Initial Public Offering Gentlemen:Underwriting Agreement • January 28th, 2021 • DiamondHead Holdings Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into between DiamondHead Holdings Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC, (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased at the Underwriter’s option) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commissio
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 8th, 2021 • DiamondHead Holdings Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between DiamondHead Holdings Corp. (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of , 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $ of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
WARRANT AGREEMENT between DIAMONDHEAD HOLDINGS CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • January 8th, 2021 • DiamondHead Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_], 2021, is by and between DiamondHead Holdings Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 28th, 2021 • DiamondHead Holdings Corp. • Blank checks • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 28th, 2023 • United Homes Group, Inc. • Operative builders • Delaware
This Indemnification Agreement (“Agreement”), dated as of _____, is by and between United Homes Group, Inc., a Delaware corporation (the “Company”) and _____ (the “Indemnitee”).
DiamondHead Holdings Corp. 30,000,000 Units Underwriting AgreementUnderwriting Agreement • January 8th, 2021 • DiamondHead Holdings Corp. • Blank checks • New York
DiamondHead Holdings Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Goldman Sachs & Co. LLC (the “Representative” or “you”) are acting as representative, an aggregate of 30,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,500,000 additional units, if any (the “Optional Units”; the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTSCredit Agreement • August 8th, 2024 • United Homes Group, Inc. • Operative builders • South Carolina
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of August 10, 2023, by and among GREAT SOUTHERN HOMES, INC., a South Carolina corporation (“GSH”), UNITED HOMES GROUP, INC., a Delaware corporation (“UHG”), and ROSEWOOD COMMUNITIES, INC., a South Carolina corporation (“Rosewood”; Rosewood, UHG and GSH, together with any other borrower which joins this Agreement after the date hereof, whether by the execution of a joinder to this Agreement or otherwise, individually or collectively as the context may suggest or require, jointly and severally, the “Borrower”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.6 (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent (the “Administrative Agent”), with WELLS FARGO SECURITIES, LLC, as joint Lead Arranger and sole Bookrunner (in such capacities, the “Arranger”), REGIONS BANK, as joint Lead Arranger and Synd
WARRANT AGREEMENT between DIAMONDHEAD HOLDINGS CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • January 28th, 2021 • DiamondHead Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 25, 2021, is by and between DiamondHead Holdings Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
DiamondHead Holdings Corp. 250 Park Ave. 7th Floor New York, New York 10177 Re: Initial Public Offering Gentlemen:Underwriting Agreement • January 8th, 2021 • DiamondHead Holdings Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into between DiamondHead Holdings Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC, (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased at the Underwriter’s option) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commissio
Underwriting AgreementUnderwriting Agreement • January 28th, 2021 • DiamondHead Holdings Corp. • Blank checks • New York
DiamondHead Holdings Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Goldman Sachs & Co. LLC (the “Representative” or “you”) are acting as representative, an aggregate of 30,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,500,000 additional units, if any (the “Optional Units”; the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2024 • United Homes Group, Inc. • Operative builders • South Carolina
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 30th day of March, 2023, effective as of April 1, 2023 (hereinafter the “Effective Date”) by and between United Homes Group, Inc., a Delaware corporation (“UHG” or the “Company”), and Tom O'Grady, an individual (the “Executive”).
CONVERTIBLE NOTE PURCHASE AGREEMENT by and among DiamondHead Holdings Corp., as the Issuer, Great Southern Homes, Inc., as the Company and Certain Investors, as the Investors Dated as of March 21, 2023Convertible Note Purchase Agreement • April 28th, 2023 • United Homes Group, Inc. • Operative builders • New York
This CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of March 21, 2023, by and among DiamondHead Holdings Corp., a Delaware corporation (the “Issuer”), Great Southern Homes, Inc., a South Carolina corporation (the “Company”), and the investors listed on Exhibit A hereto (each, an “Investor” and together, the “Investors”). Except as otherwise indicated herein, capitalized terms used herein are defined in Exhibit B attached hereto.
SHARE SUBSCRIPTION AGREEMENT BY AND AMONG UNITED HOMES GROUP, INC., AND DENDUR MASTER FUND LTD. DATED AS OF MARCH 30, 2023Share Subscription Agreement • April 28th, 2023 • United Homes Group, Inc. • Operative builders
This SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of March 30, 2023, by and among (a) United Homes Group, Inc., a Delaware corporation (the “Issuer”) and (b) Dendur Master Fund Ltd., a Cayman Islands limited company (the “Investor”).
AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCKUP AGREEMENTRegistration Rights and Lockup Agreement • April 28th, 2023 • United Homes Group, Inc. • Operative builders • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCKUP AGREEMENT (this “Agreement”) is made and entered into as of March 30, 2023 (the “Effective Date”) by and among United Homes Group, Inc., a Delaware corporation (formerly known as DiamondHead Holdings Corp.) (the “Company”), and the undersigned parties listed on Exhibit A hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 7.2 of this Agreement, a “Holder” and collectively, the “Holders”).
SHARE SUBSCRIPTION AGREEMENT BY AND AMONG UNITED HOMES GROUP, INC., AND CONVERSANT OPPORTUNITY MASTER FUND LP DATED AS OF MARCH 30, 2023Share Subscription Agreement • April 28th, 2023 • United Homes Group, Inc. • Operative builders
This SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of March 30, 2023, by and among (a) United Homes Group, Inc., a Delaware corporation (the “Issuer”) and (b) Conversant Opportunity Master Fund LP, a Cayman Islands exempted limited partnership (the “Conversant Investor”).
AGREEMENTSecurities Purchase Agreement • January 8th, 2021 • DiamondHead Holdings Corp. • Blank checks • New York
THIS AGREEMENT (this “Agreement”), is dated as of , 2021, by and among DIAMONDHEAD HOLDINGS CORP., a Delaware corporation (the “Company”), DHP SPAC-II SPONSOR LLC, a Delaware limited liability company (the “Sponsor”), and _______________ (“Subscriber”).
JOINDER AGREEMENTJoinder Agreement • August 3rd, 2022 • DiamondHead Holdings Corp. • Blank checks • New York
This Joinder Agreement (the “Joinder Agreement”) is made and entered into as of August 2, 2022 by the undersigned with respect to that certain Registration Rights Agreement, dated January 25, 2021 (the “Registration Rights Agreement”), by and among DiamondHead Holdings Corp. (the “Company”), DHP SPAC-II Sponsor LLC and the parties listed under Holder on the signature page thereto. Capitalized terms used herein without definition are used as defined in the Registration Rights Agreement.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 28th, 2021 • DiamondHead Holdings Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 25, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between DiamondHead Holdings Corp., a Delaware corporation (the “Company”), and DHP SPAC-II Sponsor LLC (the “Purchaser”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG DIAMONDHEAD HOLDINGS CORP., HESTIA MERGER SUB, INC., AND GREAT SOUTHERN HOMES, INC. DATED AS OF September 10, 2022Business Combination Agreement • September 12th, 2022 • DiamondHead Holdings Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of September 10, 2022, is made by and among DiamondHead Holdings Corp., a Delaware corporation (“DHHC”), Hestia Merger Sub, Inc., a South Carolina corporation (“Merger Sub”), and Great Southern Homes, Inc., a South Carolina corporation (the “Company”). DHHC, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
Share Issuance and Lock-Up Agreement March 23, 2023Share Issuance and Lock-Up Agreement • March 28th, 2023 • DiamondHead Holdings Corp. • Operative builders • Delaware
In connection with the proposed business combination (the “Transaction”) between DiamondHead Holdings Corp., a Delaware corporation (“DHHC”) and Great Southern Homes, Inc., a South Carolina corporation (“GSH”), contemplated by that certain Business Combination Agreement, dated as of September 10, 2022 (the “Business Combination Agreement”), by and among DHHC, GSH and the other parties thereto, DHHC and [●] (the “Investor”) hereby agree as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • January 8th, 2021 • DiamondHead Holdings Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January__ , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between DiamondHead Holdings Corp., a Delaware corporation (the “Company”), and [__] (the “Purchaser”).
Financing Commitment Letter September 10, 2022Financing Commitment Letter • October 11th, 2022 • DiamondHead Holdings Corp. • Blank checks • Delaware
Reference is made to that certain Business Combination Agreement, dated as of September 9, 2022 (the “Business Combination Agreement”), by and among DiamondHead Holdings Corp., a Delaware corporation (“DHHC”), Hestia Merger Sub, Inc., a South Carolina corporation and wholly-owned subsidiary of DHHC (“Merger Sub”), and Great Southern Homes, Inc., a South Carolina corporation (the “Company”), pursuant to DHHC will acquire the Company through the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of DHHC. Capitalized terms used but not defined herein have the meanings ascribed to them in the Business Combination Agreement.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 15th, 2024 • United Homes Group, Inc. • Operative builders • South Carolina
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is dated as of December 22, 2023 (the “First Amendment Effective Date”), by and among GREAT SOUTHERN HOMES, INC., a South Carolina corporation (“GSH”), and UNITED HOMES GROUP, INC., a Delaware corporation (“UHG”; UHG and GSH, individually or collectively as the context may suggest or require, jointly and severally, the “Borrower”), the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the administrative agent for the Lenders (together with its successors and assigns, the “Administrative Agent”).
JOINDER AGREEMENTJoinder Agreement • August 3rd, 2022 • DiamondHead Holdings Corp. • Blank checks • New York
This Joinder Agreement (the “Joinder Agreement”) is made and entered into as of August 2, 2022 by the undersigned with respect to that certain Letter Agreement, dated January 25, 2021 (the “Letter Agreement”), delivered by DHP SPAC-II Sponsor LLC and the executive officers and directors of DiamondHead Holdings Corp. (the “Company”) to the Company. Capitalized terms used herein without definition are used as defined in the Letter Agreement.
DIAMONDHEAD HOLDINGS CORP. 250 Park Ave. 7th Floor New York, New York 10177Administrative Support Agreement • January 8th, 2021 • DiamondHead Holdings Corp. • Blank checks • New York
This letter agreement by and between DiamondHead Holdings Corp. (the “Company”) and DHP SPAC-II Private Placement LLC (“Private Placement”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 12th, 2022 • DiamondHead Holdings Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of September 10, 2022, by and among DHP SPAC-II Sponsor LLC, a Delaware limited liability company (together with any permitted Affiliate transferees pursuant to Section 1.2, the “Sponsor”), DiamondHead Holdings Corp., a Delaware corporation (“DHHC”), and Great Southern Homes, Inc., a South Carolina corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 28th, 2023 • DiamondHead Holdings Corp. • Operative builders
This Subscription Agreement (this “Subscription Agreement”) is entered into as of March 23, 2023, by and between DiamondHead Holdings Corp., a Delaware corporation (“DHHC”), and the undersigned subscriber (the “Investor”), in connection with the Business Combination Agreement, dated as of September 10, 2022 (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among DHHC, Great Southern Homes, Inc., a South Carolina corporation (the “Company”) and Hestia Merger Sub, Inc., a South Carolina corporation (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of DHHC (the transactions contemplated by the Transaction Agreement, including the Merger, the “Transaction”).
DIAMONDHEAD HOLDINGS CORP.Administrative Support Agreement • January 28th, 2021 • DiamondHead Holdings Corp. • Blank checks • New York
This letter agreement by and between DiamondHead Holdings Corp. (the “Company”) and DHP SPAC-II Sponsor LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
