Common use of Defined Term Section Clause in Contracts

Defined Term Section. Merger Closing Recitals Merger Closing Date Section 1.4(a) Merger Sub Recitals Merger Transaction Recitals Multiemployer Plan Section 3.11(d) New Securities Issuance Section 7.7(a) PIPE Investment Recitals Prospectus Section 9.2(a)(ii) Purchase Price Section 1.3 Registrable Securities Section 7.3(a) Registration Period Section 7.3(d)(i) Resale Registration Statement Section 7.3(a) SEC SPAC Accounting Changes Section 2.13(d) Sponsor Preamble Subscription Agreements Recitals Suspension Event Section 7.3(e) Transaction Recitals Transaction Documents Recitals Trust Agreement Section 2.8 Trustee Section 2.8 Underlying Shares Section 1.6 Union Section 3.14(g) Year End Financial Statements Section 3.4(a) THE SALE OF THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SALE OF THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION THEREFROM. THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST (ADDRESSED TO [●] AT UNITED HOMES GROUP, INC., ▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇), THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE; (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE; AND (3) THE YIELD TO MATURITY OF THE NOTE. $[•] [●], 2023 FOR VALUE RECEIVED, United Homes Group, Inc., (formerly known as DiamondHead Holdings Corp.) a corporation organized under the Laws of the state of Delaware (the “Issuer”), HEREBY promises to pay to the order of [Holder], or its registered assigns (the “Holder”), the principal sum of [•] U.S. dollars ($[•]) (the “Principal Amount”) plus the aggregate amount of accrued interest on the outstanding Principal Amount, in each case pursuant to the terms and conditions of that certain convertible note purchase agreement, dated as of March 21, 2023, by and among the Issuer, Great Southern Homes, Inc. (the “Company”), the Holder and the other investors named therein (the “Note Purchase Agreement”). Interest shall commence accruing as of the date hereof (the “Issue Date”) and shall continue to accrue on the outstanding principal of this senior convertible promissory note (this “Note”) as set forth in Article 1 until fully paid or extinguished in accordance with the provisions hereof.

Defined Term Section. Additional Issuer SEC Reports ​ Section 2.7(a) ​ Agreement ​ Preamble ​ Aggregate Principal Amount ​ Section 1.1 ​ Bankruptcy and Equity Exception ​ Section 2.3(a) ​ BCA ​ Recitals ​ Change in Recommendation ​ Section 7.11(a) ​ Closing ​ Section 1.4(a) ​ Closing Conditions ​ Article VI ​ Closing Date ​ Section 1.4(a) ​ Closing Notice ​ Section 1.4(b) ​ Company ​ Preamble ​ Company Disclosure Schedule(s) ​ Article III ​ Company Fundamental Representations ​ Section 5.1(a) ​ Company Leased Real Property ​ Section 3.18(b) ​ Company Owned Real Property ​ Section 3.18(a) ​ Company Property ​ Section 3.18(b) ​ ​ ​ ​ Company Real Property Lease ​ Section 3.18(b) ​ Company Related Party ​ Section 3.21 ​ Company Related Party Transactions ​ Section 3.21 ​ Contract Property ​ Section 3.18(e) ​ Conversant Investor ​ Recitals ​ Conversant Subscription Agreement ​ Recitals ​ Convertible Notes ​ Recitals ​ Current Credit Agreement ​ Section 7.8(f) ​ Damages ​ Section 9.2(a)(i) ​ Designated Court(s) ​ Section 9.16 ​ Disclosure Document ​ Section 7.5(a) ​ Disclosure Schedule(s) ​ Article III ​ Effectiveness Date ​ Section 7.3(a) ​ Election Notice ​ Section 7.7(c) ​ Filing Deadline ​ Section 7.3(a) ​ Final Offer Notice ​ Section 7.7(b) ​ Financial Statements ​ Section 3.4(a) ​ Indemnified Breaches ​ Section 9.2(a)(i) ​ Indemnifying Party ​ Section 9.2(a)(i) ​ Initial Offer Notice ​ Section 7.7(b) ​ Insurance Policies ​ Section 3.15 ​ Interim Financial Statements ​ Section 3.4(a) ​ Investor Indemnified Persons ​ Section 9.2(a)(i) ​ Investor Subscription Agreement ​ Recitals ​ Investor(s) ​ Preamble ​ Investor’s Closing Conditions ​ Article V ​ IPO Prospectus ​ Section 7.6(a) ​ Issuance Approval ​ Section 2.2(b) ​ Issuance Approval Meeting ​ Section 7.11(a) ​ Issuance Approval Meeting Deadline ​ Section 7.11(a) ​ Issuance Approval Proxy Statement ​ Section 7.11(a) ​ Issuer ​ Preamble ​ Issuer Board ​ Section 2.2(b) ​ Issuer Board Recommendation ​ Section 2.2(b) ​ Issuer Companies ​ Recitals ​ Issuer Disclosure Schedule(s) ​ Article II ​ Issuer Fundamental Representations ​ Section 5.1(a) ​ Issuer Indemnified Persons ​ Section 9.2(b) ​ Issuer Related Party ​ Section 2.9 ​ Issuer Related Party Transactions ​ Section 2.9 ​ Issuer SEC Reports ​ Section 2.7(a) ​ Issuer’s and Company’s Closing Conditions ​ Article VI ​ Latest Balance Sheet ​ Section 3.4(a) ​ Material Contracts ​ Section 3.7(a) ​ Material Permits ​ Section 3.6 ​ ​ ​ ​ ​ Merger Closing ​ Recitals ​ Merger Closing Date ​ Section 1.4(a) ​ Merger Sub ​ Recitals ​ Merger Transaction ​ Recitals ​ Multiemployer Plan ​ Section 3.11(d) ​ New Securities Issuance ​ Section 7.7(a) ​ PIPE Investment ​ Recitals ​ Prospectus ​ Section 9.2(a)(ii) ​ Purchase Price ​ Section 1.3 ​ Registrable Securities ​ Section 7.3(a) ​ Registration Period ​ Section 7.3(d)(i) ​ Resale Registration Statement ​ Section 7.3(a) ​ SEC SPAC Accounting Changes ​ Section 2.13(d) ​ Sponsor ​ Preamble ​ Subscription Agreements ​ Recitals ​ Suspension Event ​ Section 7.3(e) ​ Transaction ​ Recitals ​ Transaction Documents ​ Recitals ​ Trust Agreement ​ Section 2.8 ​ Trustee ​ Section 2.8 ​ Underlying Shares ​ Section 1.6 ​ Union ​ Section 3.14(g) ​ Year End Financial Statements ​ Section 3.4(a) ​ ​ ​ ​ ​ ​ THE SALE OF THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SALE OF THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION THEREFROM. ​ THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST (ADDRESSED TO [●] AT UNITED HOMES GROUP, INC., ▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇), THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE; (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE; AND (3) THE YIELD TO MATURITY OF THE NOTE. ​ ​ ​ ​ $[•●] [●], 2023 ​ FOR VALUE RECEIVED, United Homes Group, Inc., (formerly known as DiamondHead Holdings Corp.) a corporation organized under the Laws of the state of Delaware (the “Issuer”), HEREBY promises to pay to the order of [Holder], or its registered assigns (the “Holder”), the principal sum of [•●] U.S. dollars ($[•●]) (the “Principal Amount”) plus the aggregate amount of accrued interest on the outstanding Principal Amount, in each case pursuant to the terms and conditions of that certain convertible note purchase agreement, dated as of March 21, 2023, by and among the Issuer, Great Southern Homes, Inc. (the “Company”), the Holder and the other investors named therein (the “Note Purchase Agreement”). Interest shall commence accruing as of the date hereof (the “Issue Date”) and shall continue to accrue on the outstanding principal of this senior convertible promissory note (this “Note”) as set forth in Article 1 until fully paid or extinguished in accordance with the provisions hereof.. ​

Defined Term Section. Merger Amalco Section 1.1(a) Arrangement Section 1.3(a)(i) Arrangement Resolution Recitals Articles of Arrangement Section 1.3(f) Bankruptcy and Equity Exception Section 2.4 Business Day Section 7.11 Canadian Proceedings Section 2.24 CBCA Section 1.3(a) Change in Recommendation Section 4.8(a) Closing Recitals Merger Section 1.9(a) Closing Date Section 1.4(a1.9(a) Merger Sub Code Section 2.7(h) commercially reasonable efforts Section 7.11 Company Preamble Company Arrangement Amount Section 7.11 Company Circular Section 7.11 Company Common Shares Recitals Merger Transaction Company Contract Section 7.11 Company Debt Instruments Section 1.3(b) Company Deferred Share Units Section 7.11 Company Disclosure Schedule ARTICLE II Company DSU Plan Section 1.2 Company Employee Benefit Plans Section 2.13(a) Company ERISA Affiliate Section 2.13(a) Company Financial Statements Section 2.6(a) Company Indenture Section 7.11 Company Initial Shares Section 7.11 Company Intellectual Property Section 2.15(a) Company Labor Contracts Section 2.14(a) Company Meeting Section 1.3(b) Company Non-US Benefit Plan Section 2.13(l) Company’s Ordinary Course of Business Section 7.11 Company Outstanding Amount Section 7.11 Company Permits Section 2.10 Company Preferred Shares Section 1.3(b) Company Preferred Shares Redemption Section 1.3(c) Company Preferred Shares Redemption Date Section 1.3(c) Company Recent Balance Sheet Section 2.6(a) Company Requisite Shareholder Vote Section 2.4 Company Restricted Share Units Section 7.11 Company Rights Agreement Section 2.23 Company RSU Plan Section 1.2 Company’s Costs Section 6.2(f) Company Securities Reports Section 2.22(b) Company Warrant Cancellation Section 7.11 Company Warrants Section 7.11 Confidentiality Agreement Section 4.18 Consent Agreement Section 4.3(d) Contract Section 7.11 Court Recitals Debt Commitment Letter Section 3.22 Debt Financing Section 4.4(a) Director Section 1.3(f) Dissent Rights Section 7.11 Effective Price Section 7.11 Effective Time Section 7.11 Employee Benefit Plans Section 7.11 Environmental Laws Section 2.12(a) Equity Interests Section 7.11 Equity Payment Amounts Section 7.11 ERISA Section 7.11 ERISA Affiliate Section 7.11 Escrowed Shares Section 7.11 Exchange Act Section 1.4(b) Final Order Section 7.11 Financing Parties Section 4.4(b) Form S-4 Section 7.11 General Developments Section 7.11 Governmental Entity Section 7.11 Hazardous Substance Section 7.11 HSR Act Section 2.2 Indemnified Parties Section 4.11(a) Intellectual Property Rights Section 7.11 Interim Order Section 7.11 Law Section 7.11 Liens Section 7.11 Material Adverse Effect Section 7.11 Multiemployer Plan Section 3.11(d7.11 Order Section 7.11 Party or Parties Section 7.11 Person Section 7.11 Permitted Liens Section 7.11 Plan of Arrangement Recitals Plan of Reorganization Section 7.11 Regulatory Law Section 7.11 Related Party Contracts Section 7.11 Representatives Section 4.2(a) New Securities Issuance Revolving Credit Agreement Section 7.7(a) PIPE Investment Recitals Prospectus Section 9.2(a)(ii) Purchase Price Section 1.3 Registrable Securities Section 7.3(a) Registration Period Section 7.3(d)(i) Resale Registration Statement Section 7.3(a1.3(b) SEC SPAC Accounting Changes Section 2.13(d1.3(b) Sponsor Preamble Subscription Agreements Recitals Suspension Event SEC Clearance Section 7.3(e1.3(b) Transaction Recitals Transaction Documents Recitals Trust Securities Authorities Section 7.11 Securities Laws Section 7.11 Senior Notes Indenture Section 1.3(b) Share Encumbrances Section 7.11 Share Exchange Ratio Section 1.1(b) Significant Subsidiary Section 7.11 Subsidiaries Section 7.11 Superior Proposal Section 7.11 Taxes Section 7.11 Tax Return Section 7.11 Term Facility Agreement Section 2.8 Trustee 1.3(b) Termination Date Section 2.8 Underlying 6.1(c) Total Shares Outstanding Section 1.6 Union 7.11 Transaction Developments Section 3.14(g7.11 U.S. Bankruptcy Code Section 7.11 U.S. Bankruptcy Court Section 7.11 U.S. Proceedings Section 2.24 U.S. Securities Act Section 2.22(a) Year End Financial Statements Voting and Support Agreement Recitals Voting Debt Section 3.4(a7.11 THIS ARRANGEMENT AGREEMENT (this “Agreement”) THE SALE OF THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACTis made and effective as of January 25, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SALE OF THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION THEREFROM. THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST (ADDRESSED TO [●] AT UNITED HOMES GROUP, INC., ▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇), THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE; (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE; AND (3) THE YIELD TO MATURITY OF THE NOTE. $[•] [●], 2023 FOR VALUE RECEIVED, United Homes Group2010 between Quad/Graphics, Inc., (formerly known as DiamondHead Holdings Corp.) a corporation organized and existing under the Laws laws of the state State of Delaware Wisconsin, U.S.A. (the “IssuerAcquiror”), HEREBY promises to pay to and World Color Press Inc., a corporation organized and existing under the order laws of [Holder], or its registered assigns Canada (the “Holder”), the principal sum of [•] U.S. dollars ($[•]) (the “Principal Amount”) plus the aggregate amount of accrued interest on the outstanding Principal Amount, in each case pursuant to the terms and conditions of that certain convertible note purchase agreement, dated as of March 21, 2023, by and among the Issuer, Great Southern Homes, Inc. (the “Company”), . Capitalized terms used but not otherwise defined in this Agreement shall have the Holder and the other investors named therein (the “Note Purchase Agreement”). Interest shall commence accruing as of the date hereof (the “Issue Date”) and shall continue to accrue on the outstanding principal of this senior convertible promissory note (this “Note”) as meaning set forth in Article 1 until fully paid or extinguished in accordance with the provisions hereofSection 7.11.

Defined Term Section. Merger Backstop Parties Preamble Backstop Party Preamble Backstop Party Replacement Section 2.3(a) Backstop Party Replacement Period Section 2.3(a) Bankruptcy Code Recitals Bankruptcy Court Recitals Chapter 11 Case Recitals Closing Recitals Merger Section 2.5(a) Closing Date Section 1.4(a2.5(a) Merger Sub Commitment Agreement Preamble Common Stock Section 7.1(cc) Debtor Recitals Merger Transaction Recitals Economic Change Section 8.05 of the PSA Employee Representatives Section 4.14(a) Environmental Laws Section 4.19(a) Escrow Release Section 2.4(b) Exide Preamble Existing European Facilities PSA Term Sheet Expense Reimbursement Section 3.3 Fee Notes Section 3.1 Fee Shares Sect Section 3.1 Financial Reports Section 6.6(a) Financial Statements Section 4.9 Foreign Benefit Plans Section 4.21(h) Funding Notice Section 2.4(a) GAAP Section 4.9 Indemnified Claim Section 8.2 Indemnified Person Section 8.1 Indemnifying Party Section 8.1 Infringed Section 4.15 Initial Funding Notice Section 2.4(a) Legal Proceedings Section 4.13 Legend Section 6.14 Losses Section 8.1 Material Contract Section 4.24 Money Laundering Laws Section 4.26 Multiemployer Plan Section 3.11(d4.21(b) New Securities Issuance Non-Waiving Backstop Parties Section 7.7(a7.3 Outside Date Section 9.1(g) PIPE Investment Party Preamble Petition Date Recitals Prospectus Section 9.2(a)(ii) Purchase Price Section 1.3 Registrable Securities Section 7.3(a) Registration Plan Recitals Pre-Closing Period Section 7.3(d)(i6.3 PSA Recitals PSA Term Sheet Recitals Regulation S Section 5.8 Related Purchaser Section 2.6(a) Resale Registration Statement Replacing Backstop Parties Section 7.3(a2.3(a) SEC SPAC Accounting Changes Restructuring Transactions Recitals Rights Offering Commitment Section 2.13(d2.1 Sale Section 4.02(c) Sponsor Preamble Subscription Agreements Recitals Suspension Event Section 7.3(e) Transaction Recitals Transaction Documents Recitals Trust Agreement Section 2.8 Trustee Section 2.8 Underlying Shares Section 1.6 Union Section 3.14(g) Year End Financial Statements Section 3.4(a) THE SALE OF THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SALE OF THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION THEREFROM. THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST (ADDRESSED TO [●] AT UNITED HOMES GROUP, INC., ▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇), THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE; (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE; AND (3) THE YIELD TO MATURITY OF THE NOTE. $[•] [●], 2023 FOR VALUE RECEIVED, United Homes Group, Inc., (formerly known as DiamondHead Holdings Corp.) a corporation organized under the Laws of the state of Delaware (the “Issuer”), HEREBY promises to pay to the order of [Holder], or its registered assigns (the “Holder”), the principal sum of [•] U.S. dollars ($[•]PSA Subsequent Funding Notice Section 2.4(a) (the “Principal Amount”Ultimate Purchaser Section 2.6(b) plus the aggregate amount of accrued interest on the outstanding Principal Amount, in each case pursuant to the terms and conditions of that certain convertible note purchase agreement, dated as of March 21, 2023, by and among the Issuer, Great Southern Homes, Inc. (the “Company”), the Holder and the other investors named therein (the “Note Purchase Agreement”). Interest shall commence accruing as of the date hereof (the “Issue Date”) and shall continue to accrue on the outstanding principal of this senior convertible promissory note (this “Note”) as set forth in Article 1 until fully paid or extinguished in accordance with the provisions hereof.Waiving Backstop Parties Section 7.3 WARN Act Section 4.14

Defined Term Section. Accounting Firm" Section 1.9(b)(ii) "Acquiror" Preamble "Acquiror Indemnified Parties" Section 8.2(a) "Acquiror Party" ARTICLE IV "Acquisition Proposal" Section 5.2(a) "Additional Blocker Contractual Rights" Section 5.14 "Affected Members" Section 9.2 "Agreement" Preamble "Allocation Disputed Amounts" Section5.10(j)(ii) "Basket" Section 8.6(b) "Blocker A" Preamble "Blockers" Preamble "Blocker Allocation" Section 5.10(j)(ii) "Blocker Certificates of Merger" Section 1.1(b) "Blocker Default" Section 5.14 "Blocker Letter of Transmittal" Section 1.4 "Blocker Merger Closing Recitals Merger Closing Date Section 1.4(a) Sub" Preamble "Blocker Merger Sub 1" Preamble "Blocker Merger Sub 2" Preamble "Blocker Merger Sub 3" Preamble "Blocker Merger Sub 4" Preamble "Blocker Written Consent" Section 1.12 "Claim" Section 8.5(a) "Claim Notice" Section 8.5(a) "Closing" Section 6.1 "Closing Certificate" Section 1.9(a) "Closing Date" Section 6.1 "Closing Statement" Section 1.9(a) "COBRA" Section 3.15(h) "Company" Preamble "Company Certificate of Merger" Section 1.2(b) "Company Letter of Transmittal" Section 1.4 "Company Merger Sub" Preamble "Confidentiality Agreement" Section 5.13 "Consultant Proprietary Information Agreement" Section 3.7(j) "Contaminants" Section 3.7(d) "Contested Claim" Section 8.8(a)(ii) "Continuing Employee" Section 5.8 "Contributor" Section 3.7(j) "Covered Filing" Section 5.10(g) "CRAT" Section 5.15 "CRAT Equity Purchase" Section 5.15 "D&O Indemnified Party" Section 5.4(a) "D&O Tail Policy" Section 5.4(a) "Data Activities" Section 3.7(p) "Defaulting Blocker" Section 5.14 "Disclosure Schedules Section 5.5 "Disputed Amounts" Section 1.9(b)(ii) "Employee Proprietary Information Agreement" Section 3.7(j) "Employment Documents" Recitals Merger Transaction Recitals Multiemployer Plan "Environmental Laws" Section 3.11(d3.20 "ERISA Affiliate" Section 3.15(h) New Securities Issuance "Escrow Account" Section 7.7(a) PIPE Investment Recitals Prospectus 1.10 "Escrow Agreement" Section 9.2(a)(ii) Purchase Price 1.10 "Escrow Amount" Section 1.3 Registrable Securities 1.10 "Escrow Fund" Section 7.3(a) Registration Period Section 7.3(d)(i) Resale Registration Statement Section 7.3(a) SEC SPAC Accounting Changes Section 2.13(d) Sponsor Preamble Subscription Agreements Recitals Suspension Event Section 7.3(e) Transaction Recitals Transaction Documents Recitals Trust Agreement Section 2.8 Trustee Section 2.8 Underlying Shares Section 1.6 Union Section 3.14(g) Year End Financial Statements Section 3.4(a) THE SALE OF THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SALE OF THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSION) UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION THEREFROM. THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST (ADDRESSED TO [●] AT UNITED HOMES GROUP, INC., ▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇), THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE; (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE; AND (3) THE YIELD TO MATURITY OF THE NOTE. $[•] [●], 2023 FOR VALUE RECEIVED, United Homes Group, Inc., (formerly known as DiamondHead Holdings Corp.) a corporation organized under the Laws of the state of Delaware (the “Issuer”), HEREBY promises to pay to the order of [Holder], or its registered assigns (the “Holder”), the principal sum of [•] U.S. dollars ($[•]) (the “Principal Amount”) plus the aggregate amount of accrued interest on the outstanding Principal Amount, in each case pursuant to the terms and conditions of that certain convertible note purchase agreement, dated as of March 21, 2023, by and among the Issuer, Great Southern Homes, Inc. (the “Company”), the Holder and the other investors named therein (the “Note Purchase Agreement”). Interest shall commence accruing as of the date hereof (the “Issue Date”) and shall continue to accrue on the outstanding principal of this senior convertible promissory note (this “Note”) as set forth in Article 1 until fully paid or extinguished in accordance with the provisions hereof.1.10

Defined Term Section. Merger Closing Recitals Merger Closing Allocated Rent Section 10(c) Authorized Collocation Agreements Documents Section 6(b) Authorized Ground Lease Document Section 4(b) Casualty Notice Section 35(a) Default Notice Section 5(b) Disputes Section 15(d) Effective Date Preamble Federal Depreciation Deductions Section 1.4(a34(a)(i) Merger Sub Recitals Merger Transaction Recitals Multiemployer Plan Financial Advisors Section 3.11(d32(a) Indemnifying Party Section 15(c)(i) Initial Lease Sites Exhibit B New Securities Issuance Lease Section 7.7(a21(b)(iii) PIPE Investment Recitals Prospectus NOTAM Section 9.2(a)(ii24(g)(i) Option Purchase Price Section 1.3 Registrable Securities 20(b) Option Sellers Section 7.3(a20(a) Registration Party Preamble Post-Exercise Period Section 7.3(d)(i34(g) Resale Registration Statement Proportional Rent Section 7.3(a10(d) SEC SPAC Accounting Changes Purchase Option Section 2.13(d20(a) Sponsor Preamble Subscription Agreements Recitals Suspension Purchase Option Closing Dates Section 20(a) Purchase Sites Section 20(a) Qualified Tower Operator Section 18(a)(i) Restorable Site Section 35(a) Risk of Forfeiture Section 14(b) Section 467 Loan Section 10(d) Tax Assumptions Section 34(a)(i) Tax Claim Section 34(d) Tax Event Section 7.3(e34(a)(iii) Transaction Recitals Transaction Documents Recitals Trust Agreement Tax Indemnitee Section 2.8 Trustee 34(a)(iii) Tax Indemnity Notice Section 2.8 Underlying Shares 34(a)(iii) Tax Loss Section 1.6 Union 34(a)(iii) Tax Savings Section 3.14(g34(c) Year End Financial Statements Third Party Claim Section 3.4(a15(c)(i) THE SALE OF THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSIONT-Mobile Lessor Preamble T-Mobile Lessor Extension Notice Section 4(d)(iv) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSIONT-Mobile Lessor Obligations Section 39(a) HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO ITS DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SALE OF THIS SECURITY (INCLUDING ANY SECURITIES ISSUABLE UPON CONVERSIONT-Mobile Parent Preamble Tower Operator Preamble Tower Operator Extension or Relocation Notice Section 4(d)(iii) UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION THEREFROM. THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDEDTower Operator Property Tax Charge Section 22(c) Tower Operator Work Section 12(b) Transfer Taxes Section 22(e) Transferred Property Section 20(c) Triggering Event Section 34(c) Unauthorized Document Section 4(b). UPON WRITTEN REQUEST (ADDRESSED TO [●] AT UNITED HOMES GROUP, INC., ▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇), THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE; (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE; AND (3) THE YIELD TO MATURITY OF THE NOTE. $[•] [●], 2023 FOR VALUE RECEIVED, United Homes Group, Inc., (formerly known as DiamondHead Holdings Corp.) a corporation organized under the Laws of the state of Delaware (the “Issuer”), HEREBY promises to pay to the order of [Holder], or its registered assigns (the “Holder”), the principal sum of [•] U.S. dollars ($[•]) (the “Principal Amount”) plus the aggregate amount of accrued interest on the outstanding Principal Amount, in each case pursuant to the terms and conditions of that certain convertible note purchase agreement, dated as of March 21, 2023, by and among the Issuer, Great Southern Homes, Inc. (the “Company”), the Holder and the other investors named therein (the “Note Purchase Agreement”). Interest shall commence accruing as of the date hereof (the “Issue Date”) and shall continue to accrue on the outstanding principal of this senior convertible promissory note (this “Note”) as set forth in Article 1 until fully paid or extinguished in accordance with the provisions hereof.