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:
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”).
