United Homes Group, Inc. (Form: 8-K, Received: 04/05/2023 17:31:53)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 30, 2023

UNITED HOMES GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39936		85-3460766
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

90 N Royal Tower Drive

Irmo, South Carolina

29063

(Address of principal executive offices)

(Zip Code)

(212) 572 - 6260

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, par value $0.0001 per share

UHG

NASDAQ Global Market

Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share

UHGWW

NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

INTRODUCTORY NOTE

Overview

On March 30, 2023 (the “Closing Date”), DiamondHead Holdings Corp., a Delaware corporation (“DHHC” and, after the consummation of the Business Combination as described below, United Homes Group, Inc. (“UHG” or the “Company”), consummated its previously announced business combination pursuant to the terms of the Business Combination Agreement, dated as of September 10, 2022 (the “Business Combination Agreement”), by and among 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 (“GSH”). Pursuant to the terms of the Business Combination Agreement, Merger Sub merged with and into GSH (the “Business Combination”), with GSH surviving the merger as a wholly-owned subsidiary of the Company. In connection with the consummation of the Business Combination on the Closing Date, DHHC changed its name from DHHC to United Homes Group, Inc. Capitalized terms used, but not defined, herein have the meanings assigned to them in the registration statement on Form S-4 filed by DHHC with the United States Securities and Exchange Commission (the “SEC”) (SEC File No. No. 333-267820), which was declared effective on February 14, 2023 and included a proxy statement and a prospectus of DHHC (the “Definitive Proxy”).

At the special meeting of the DHHC shareholders held on March 23, 2023 (the “Special Meeting”), the DHHC shareholders considered and adopted, among other matters, the Business Combination Agreement and the other proposals related thereto described in the Definitive Proxy, including the approval of a dual-class structure for the Company, comprised of UHG Class A common stock, par value $0.0001 per share (the “UHG Class A Common Shares”), which carry one vote per share, and UHG Class B common stock, par value $0.0001 per share (the “UHG Class B Common Shares”, and together with the UHG Class A Common Shares, the “UHG Common Shares”), which carry two votes per share.

Business Combination Agreement

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the Business Combination (the “Effective Time), (i) holders of GSH Common Shares (as defined herein) received aggregate upfront consideration of (1) 373,473 UHG Class A Common Shares, (2) 36,973,877 UHG Class B Common Shares, (3) 905,930 UHG Class A Common Shares underlying the Rollover Options (as defined herein) and (4) 1,867,368 UHG Class A Common Shares underlying the Assumed Warrants (as defined herein) and (ii) holders of GSH Common Shares (as defined herein), GSH Options (as defined herein) and GSH Warrants (as defined herein) received a contingent right to receive up to an additional 20,000,000 UHG Common Shares (the “Earn Out Shares”) upon the achievement of certain earn-out targets.

At the Effective Time:

Each share of GSH Class A common stock, no par value (“GSH Class A Common Shares”) and each share of GSH Class B common stock, no par value (“GSH Class B Common Shares” and, together with GSH Class A Shares, the “GSH Common Shares”) issued and outstanding as of immediately prior to the Effective Time (excluding shares owned by GSH as treasury stock or dissenting shares) was cancelled and converted into (x) the right to receive the Per Share Upfront Consideration and (y) the contingent right to receive Earn Out Shares as set forth in the consideration schedule delivered by GSH to DHHC at closing in accordance with the terms of the Business Combination Agreement (the “Consideration Schedule”). The “Per Share Upfront Consideration” is the right to receive such number of UHG Class B Common Shares (in respect of GSH Class B Common Shares issued and outstanding immediately prior to the Effective Time) or UHG Class A Common Shares (in respect of GSH Class A Common Shares issued and outstanding immediately prior to the Effective Time) equal to the Exchange Ratio. Each of the GSH Common Shares issued and outstanding immediately prior to the Effective Time was exchanged for 373.47 shares of our Common Stock, the (“Exchange Ratio”), expressed on an as-exercised and as-converted to GSH Common Shares basis (including any GSH Common Shares underlying GSH Options (on a net exercise basis) or GSH Warrants) (collectively, “GSH Outstanding Shares”).

ii.

Each option to purchase GSH Common Shares (each, a “GSH Option”) outstanding and unexercised as of immediately prior to the Effective Time was cancelled in exchange for an option to purchase a number of UHG Class A Common Shares (“Rollover Options”) equal to (x) the number of GSH Common Shares subject to such GSH Options immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, at an exercise price per share equal to (A) the exercise price per GSH Common Share of such GSH Option immediately prior to the Effective Time divided by (B) the Exchange Ratio, as set forth in the Consideration Schedule. Subject to certain exceptions, each Rollover Option is subject to the same terms and conditions as were applicable to the GSH Option immediately prior to the Effective Time.

iii.

Each warrant to purchase GSH Common Shares (each, a “GSH Warrant”) outstanding and unexercised as of immediately prior to the Effective Time was converted into a warrant to acquire a number of UHG Class A Common Shares (“Assumed Warrants”) equal to (x) the number of GSH Common Shares subject to such GSH Warrants immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, at a strike price per share equal to (A) the strike price per GSH Common Share of such GSH Warrant immediately prior to the Effective Time divided by (B) the Exchange Ratio, as set forth in the Consideration Schedule. Subject to certain exceptions, each Assumed Warrant is subject to the same terms and conditions as were applicable to the GSH Warrant immediately prior to the Effective Time.

A description of the Business Combination and the terms of the Business Combination Agreement are included in the Definitive Proxy. The foregoing description is a summary only and is qualified in its entirety by the full text of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1, which is incorporated by reference herein. The material terms of the Business Combination are described in the sections titled “The Business Combination” and “The Business Combination Agreement” beginning on page 206 and 235, respectively, of the Definitive Proxy, which are incorporated herein by reference.

Subscription Agreements

On the Closing Date, (i) certain investors (“PIPE Investors”) purchased from the Company an aggregate of (A) 471,500 shares of UHG Class A Common Shares at a purchase price of $10.00 per share, and (B) 117,875 UHG Class A Common Shares at a purchase price of $0.01 per share for gross proceeds to the Company of approximately $4.7 million, pursuant to separate subscription agreements entered into on March 23, 2023 (the “PIPE Subscription Agreements”) and (ii) certain investors (“Lock-Up Investors”) purchased from the Company an aggregate of 421,100 UHG Class A Common Shares at a purchase price of $0.01 per share, pursuant to certain share lock-up and non-redemption agreements entered into on March 23, 2023 (the “Share Lock-Up Agreements,” and together with the PIPE Subscription Agreements, the “Subscription Agreements”). Pursuant to the Subscription Agreements, the Company granted certain registration rights to the PIPE Investors and Lock-Up Investors with respect to their unregistered UHG Class A Common Shares. The obligations to consummate the transactions contemplated by the Subscription Agreements were conditioned upon customary closing conditions, including the consummation of the transactions contemplated by the Business Combination Agreement, including the Business Combination.

Pursuant to the terms of the Share Lock-Up Agreements and the PIPE Subscription Agreements, as applicable, each of the Lock-Up Investors and the PIPE Investors have agreed to subject all of the UHG Class A Common Shares held by each such investor following the consummation of the transactions contemplated by their respective Share Lock-Up Agreement or PIPE Subscription Agreement, as applicable (the “Lock-Up Shares”), to resale and transfer restrictions for a period of one year for 50% of such Lock-Up Shares and two years for the remaining 50% of such Lock-Up Shares, subject to customary exceptions. The foregoing resale and transfer restrictions may be released or waived by the Company; provided that to the extent any Lock-Up Investor or PIPE Investor is granted a release or waiver from such restrictions, other Lock-Up Investors and PIPE Investors with similar restrictions will generally be automatically granted a release or waiver from the similar restrictions affecting them to the same extent. On March 30, 2023, the Company notified each Lock-Up Investor that the Company was waiving the lock-up restriction contained in the Share Lock-Up Agreements.

The foregoing description of the Share Lock-Up Agreements and the PIPE Subscription Agreements is a summary only and is qualified in its entirety by the full text of the form of such agreements, which are attached as Exhibits 10.1 and 10.2 and respectively, to the Form 8-K that was filed with the SEC on March 28, 2023, and incorporated herein by reference.

Convertible Note Financing

On the Closing Date, certain investors (the “Convertible Note Investors”) purchased from the Company $80,000,000 in original principal amount of convertible promissory notes (the “Notes”) and, pursuant to the terms of share subscription agreements dated March 30, 2023, entered into between each Convertible Note Investor and the Company (the “Note Subscription Agreements”), an additional 744,588 UHG Class A Common Shares in a private placement PIPE investment (the “PIPE Investment”), pursuant to a note purchase agreement entered into on March 21, 2023 (the “Note Purchase Agreement”). The aggregate gross amount of the PIPE Investment was $75,000,000. The obligations to consummate the transaction contemplated by the Note Purchase Agreement was conditioned upon customary closing conditions, including the consummation of the transactions contemplated by the Business Combination Agreement, including the Business Combination.

Pursuant to the Note Purchase Agreement, the Company is obligated to prepare and file, no later than thirty (30) calendar days after the closing of the Note Purchase Agreement (the “Filing Deadline”), a registration statement to register the resale of the Notes and the UHG Class A Common Shares and any other securities of the Company that are issuable pursuant to the conversion or exercise of the Notes (together, the “Registrable Securities”), and to use its commercially reasonable efforts to have the registration statement declared effective no later than the sixtieth (60th) calendar day after the Filing Deadline or the fifth (5th) business day after the date that the Company is notified that the SEC will not review the registration statement, whichever is earlier. The Company has agreed to use its commercially reasonable efforts to keep any such registration statement effective and free of any material misstatements and omissions until the earlier of the date on which (i) the Convertible Note Investors cease to hold Registrable Securities and (ii) the Registrable Securities held by the Convertible Note Investors may be sold without restriction under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).

The Note Purchase Agreement also requires that for so long as the UHG Class A Common Shares and Notes held by the Convertible Note Investors, together with their affiliates and permitted transferees, comprise at least 5% of the outstanding UHG Class A Common Shares of the Company on an as-converted basis, the Company will be required to obtain the prior written consent of Convertible Note Investors holding at least 75% of the Notes outstanding at the applicable time for any of the following actions: materially changing the principal business of the Company and its subsidiaries or entering into new lines of business or exiting the Company’s and its subsidiaries’ current line of business; entering into an agreement with respect to a change of control transaction involving the Company; consummating any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or any of its subsidiaries or filing a petition under bankruptcy or insolvency law; changing the governing documents or capital structure of the Company or any of its subsidiaries in a manner that adversely affects the Convertible Note Investors; authorizing, creating, or issuing any class or series of equity securities or other capital stock of the Company that ranks senior to the shares underlying the Notes with respect to payment of dividends or distribution of assets by the Company; incurring or guarantying any indebtedness, other than (i) pursuant to GSH’s existing credit agreement with Wells Fargo Bank (the “Current Credit Agreement”) or (ii) pursuant to any line of credit similar to the Current Credit Agreement and utilized for financing the operation of the Company’s business, so long as (A) the amount outstanding under any such similar line of credit cannot, at any time, exceed a ratio of Indebtedness to stockholders equity of the Company and its subsidiaries on a consolidated basis of 2.5 to 1 for the period from the date of the Note Purchase Agreement through December 31, 2023 and 2.25 to 1 thereafter and (B) in the case of any line of credit entered into in addition to the Current Credit Agreement, such similar line of credit that does not permit the aggregate value of the total borrowing base that is attributable to “Speculative Housing Units” and “Model Housing Units” (each as defined in the existing credit agreement) to exceed 70% of the aggregate value of the total borrowing base and excludes any value of “Speculative Housing Units” and “Model Housing Units” in excess of the 70% limitation from the calculation of the aggregate value of the total borrowing base; paying or agreeing to pay any distribution or declaring any dividend on equity securities of the Company or any of its subsidiaries other than repurchases of any options or other securities from employees upon the end of their employment; entering into an agreement with respect to any acquisition of another business or person that requires payment of consideration greater than 400% of such business’s or person’s earnings before interest, tax, depreciation and amortization during the previous year; amending, modifying or supplementing any existing equity incentive plan or entering into a new equity incentive plan unless the new plan or supplement does not increase the number of shares issuable pursuant to all equity incentive plans to more than 10% of the then outstanding shares of the Company on a fully-diluted basis; entering into any agreement that would restrict the Convertible Note Investors’ consent rights under the Note Purchase Agreement or would require the Company or any of its subsidiaries to breach its obligations to the Convertible Note Investors under the Note Purchase Agreement; making any material tax decisions, elections or other determinations with respect to the Company or any of its subsidiaries; dissolving, liquidating, merging or selling the Company or substantially all of its assets; issuing, selling or otherwise transferring equity securities of any subsidiary of the Company to a person other than the Company or a wholly-owned subsidiary of the Company; selecting or changing the independent auditor to an auditor other than a nationally recognized accounting firm; and making any changes or modifications to the Company’s or any of its subsidiaries’ fiscal year.

For so long as any Notes remain outstanding, each Convertible Note Investor will have certain pre-emptive rights with respect to any issuance of any equity securities of the Company or any subsidiary of the Company that are issued after the closing of the Note Purchase Agreement, subject to certain exceptions, including for (i) securities issued as a dividend or distribution on a pro rata basis in accordance with the dividend and distribution provisions of the applicable entity’s governing documents, (ii) issuances of securities pursuant to any acquisition by the Company whereby the Company’s securities comprise, in whole or in part, the consideration paid by the Company in such transaction and which transaction has been approved by the board of directors of the Company, (iii) issuances of securities or options or rights to management, employees, independent directors, service providers and consultants on terms approved by the board of directors of the Company, (iv) issuances of securities issued as additional yield or return in respect of institutional indebtedness that is not issued to raise additional equity capital of the Company, (v) issuances of securities that are “debt-like”, (vi) issuances as a result of a stock split or reverse split, (vii) securities issued in connection with strategic partnerships or joint ventures approved by the board of directors of the Company, (viii) issuances of UHG Class A Common Shares upon conversion of Class B Common Stock, (ix) issuances of “Earn out Shares” as defined in the Business Combination Agreement, (x) securities issued pursuant to a firm commitment underwritten public offering registered pursuant to the Securities Act and (xi) any issuance by any subsidiary of the Company to the Company or another wholly-owned subsidiary of the Company.

The Note Purchase Agreement may be terminated at any time (i) by mutual written consent of the parties, (ii) by either the Company or the Convertible Note Investors, if the closing of the Business Combination and of the Note Purchase Agreement do not occur on or before April 28, 2023, provided that the right to terminate shall not be available to a party whose failure to materially comply with any of its obligations to the Note Purchase Agreement caused or resulted in the failure of either closing to occur, (iii) by either the Company or the Convertible Note Investors if any governmental entity issues any final and non-appealable injunction or order prohibiting the consummation of the transactions under the Note Purchase Agreement or the Business Combination Agreement, provided that the right to terminate shall not be available to a party that materially breaches its obligations to the Note Purchase Agreement or in any manner contributed to the injunction or order becoming final and non-appealable, (iv) by either the Company or the Convertible Note Investors, if the Business Combination Agreement is terminated in accordance with its terms or (v) by either the Company or the Convertible Note Investors, if the other party’s conditions to closing of the Note Purchase Agreement are not satisfied, or are not capable of being satisfied, on or prior to the closing of the Note Purchase Agreement.

In connection with the closing of the PIPE Investment, the Company and the Convertible Note Investors entered into the Notes. The Notes bear interest at the rate of fifteen percent (15.0%) per annum for the first four years following the Notes’ issue date (the Closing Date). The interest rate increases by one percent (1.0%) annually beginning on the fourth anniversary of the issue date of the Notes. The Notes mature and the entire unpaid principal amount and unpaid accrued interest on the Notes become payable on the fifth anniversary of the issue date.

Each Note (or any portion of a Note) is convertible at a holder’s option into UHG Class A Common Shares, at any time after the first anniversary of the closing date of the Business Combination until the maturity date of such Note, at a per share price equal to 80% of the value weighted average trading price per UHG Class A Common Share during the thirty (30) consecutive days prior to the first anniversary of the closing date of the Business Combination (such thirty-day period, the “Measurement Period”), subject to a floor price of $5.00 and a maximum price of $10.00 per share. The conversion price is subject to customary adjustments for certain corporate events as provided in the Notes. If any such event occurs, the number of shares of Common Stock issuable upon conversion may be higher than implied by the initial conversion price.

If a Change of Control Transaction (as defined in the Note Purchase Agreement) occurs, then each Convertible Note Investor may elect to be repaid in cash as of the closing of the Change of Control Transaction (with an additional premium payable if the closing is scheduled to occur before the end of the Measurement Period), convert the applicable Note into shares of the Company at the conversion price set forth in the Note (subject to certain adjustments if the Change of Control is scheduled to close before the end of the Measurement Period), or have the Note remain outstanding following the closing of the Change of Control Transaction.

The Notes may be redeemed by the Company at any time prior to sixty (60) days before the maturity date by payment of all principal amounts and interest remaining outstanding at the time of redemption plus an additional amount to compensate the Convertible Note Investors for the early repayment. The Notes are also subject to conversion at the option of the Company following the second anniversary of the closing of the Business Combination, but only if during a specified period following such second anniversary the UHG Class A Common Shares trade at a price equal to or over $13.50 per share.

In connection with the closing of the PIPE Investment, each Convertible Note Investor entered into a Note Subscription Agreement with the Company in respect of the Shares to be acquired by that Convertible Note Investor. Pursuant to the Note Subscription Agreements, the Convertible Note Investors have agreed, subject to certain exceptions, not to lend, offer, pledge, transfer or dispose of the Shares until the first anniversary of the closing of the Note Purchase Agreement.

Under the Note Subscription Agreement to be entered into by Conversant Opportunity Master Fund LP, a Cayman Islands exempted limited partnership (“Conversant Investor”) and the Company (the “Conversant Subscription Agreement”), the Conversant Investor will have the right to designate one (1) member of the board of directors of the Company as long as fifty percent (50%) of the original principal amount of the Notes is outstanding and has not been converted or cash settled. For so long as the Conversant Investor is entitled to designate a member of the board, the Company will not, without the prior written approval of the Conversant Investor’s designee to the board, increase the size of the board of the Company in excess of eleven (11) members or reduce the size of the board to fewer than eleven (11) members or to a size that would require the resignation of the Conversant Investor’s designee.

Pursuant to the Conversant Subscription Agreement the Conversant Investor is granted certain pre-emptive rights on substantially similar terms to those granted to the Convertible Note Investors under the Convertible Notes, for so long as any Notes remain outstanding. The Conversant Subscription Agreement also gives the Conversant Investor certain rights to consent to actions of the Company until the later of (i) the first anniversary of the closing of the transactions contemplated by the Note Purchase Agreement and (ii) such time as the total UHG Class A Common Shares and Notes held by the Conversant Investor, together with its affiliates and permitted transferees, falls below 5% of the outstanding UHG Class A Common Shares if all Notes held by the Conversant Investor had been converted into UHG Class A Common Shares at such time. These consent rights are substantially similar to those granted to the Investors under the Convertible Notes.

The foregoing description of the Note Purchase Agreement, Notes, Note Subscription Agreements and Conversant Subscription Agreement is a summary only and is qualified in its entirety by the full text of the forms of such agreements, which are attached to the Note Purchase Agreement that is attached as Exhibits 10.8 to the Company’s Current Report on Form 8-K filed March 22, 2023 and incorporated herein by reference.

Redemption

Holders of 109,426 shares of DHHC Class A common stock, par value $0.0001 per share (“DHHC Class A Common Shares) sold in DHHC’s initial public offering (the “Initial Shares”) properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from DHHC’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination, which was approximately $10.13 per share, or approximately $1.1 million in the aggregate (the “Redemptions”). The remaining balance immediately prior to the Closing Date of approximately $43.9 million remained in the trust account.

Immediately after giving effect to the Redemptions, the Business Combination, and the transactions contemplated by the Subscription Agreements and the Conversant Financing, there were 10,621,073 UHG Class A Common Shares, 36,973,877 UHG Class B Common Shares, 905,930 Rollover Options, 1,867,368 Assumed Warrants and UHG Public Warrants outstanding (not including unvested Earn Out Shares or unvested Sponsor Earnout Shares). On March 31, 2023, the UHG Class A Common Shares began trading on The Nasdaq Global Market (“Nasdaq”) under the symbol “UHG” and the UHG Public Warrants began trading on the Nasdaq under the symbol “UHGWW”. Immediately after giving effect to the Business Combination, (i) DHHC’s public shareholders prior to the consummation of the Business Combination and after giving effect to the Redemptions owned approximately 9% of the outstanding UHG Common Shares, (ii) the previous holders of GSH Common Shares owned approximately 78% of the outstanding UHG Shares (not including UHG Common Shares issues to such holders in exchange for DHHC Common Shares acquired by such holders prior to the Business Combination), (iii) the Sponsor and related parties along with certain legacy directors of the Company collectively owned approximately 9% of the outstanding UHG Common Shares, and (iv) the PIPE Investors, Convertible Note Investors, and the Lock-Up Investors owned approximately 4% of the outstanding UHG Common Shares.

Terms used but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the Definitive Proxy and such definitions are incorporated herein by reference.

Item 1.01

Entry into a Material Definitive Agreement

Amended and Restated Registration Rights Agreement

On the Closing Date, in connection with the completion of the Business Combination and as contemplated by the Business Combination Agreement, the Company, DHP SPAC-II Sponsor LLC (the “Sponsor”), certain former security holders of DHHC and certain former stockholders of GSH entered into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), pursuant to which, among other things, the Sponsor, the other DHHC securityholders party thereto and the GSH stockholders party thereto (i) agreed not to effect any sale or distribution of any of their equity securities of UHG during the Lock-up Period other than pursuant to certain exceptions described therein and (ii) granted certain registration rights with respect to their UHG Class A Common Shares. The material terms of the A&R Registration Rights Agreement are described in the section of the Definitive Proxy beginning on page 253 titled “Other Agreements—Amended and Restated Registration Rights Agreement.” Such description is qualified in its entirety by the text of the A&R Registration Rights Agreement, which is included as Exhibit 10.2 to this Report and is incorporated herein by reference.

Indemnification Agreements

On the Closing Date, the Company entered into indemnification agreements with each of its directors and officers. These indemnification agreements require the Company to indemnify its directors and officers for certain reasonable expenses, including attorneys’ fees and retainers, court costs, witness and expert costs, incurred by a director or officer in any action or proceeding and any appeal to an action or proceeding arising out of their services as one of the Company’s directors or executive officers and any other company or enterprise to which the person provides services at the Company’s request.

The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement, a copy of which is attached hereto as Exhibit 10.4 and are incorporated herein by reference.

Incentive Plan

At the Special Meeting, DHHC shareholders approved the United Homes Group, Inc. 2023 Equity Incentive Plan (the “2023 Plan”) and reserved an amount of shares of common stock equal to 10% of the fully diluted issued and outstanding UHG Common Shares following the Business Combination for issuance thereunder. The 2023 Plan was approved by the DHHC shareholders on March 23, 2023. The 2023 Plan became effective immediately upon the Closing of the Business Combination.

A more complete summary of the terms of the 2023 Plan is forth in the section entitled “Proposal No. 6—The Incentive Plan Proposal” beginning on page 110 of the Definitive Proxy, which is incorporated herein by reference. That summary and the foregoing description are qualified in their entirety by reference to the complete text of the 2023 Plan, a copy of which is attached as an Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the “Introductory Note” above is incorporated into this Item 2.01 by reference. The material provisions of the Business Combination Agreement are described in the Definitive Proxy beginning on page 235 in the section titled “The Business Combination Agreement”, which description is incorporated herein by reference.

On the Closing Date, the following transactions (collectively, the “Transactions”) were completed:

●

Merger Sub merged with and into GSH, with GSH surviving the merger as a wholly-owned subsidiary of the Company;

●

all GSH Class A Common Share issued and outstanding prior to the Closing Date were exchanged for 373,473 UHG Class A Common Shares;

●

each GSH Class B Common Share issued and outstanding prior to the Closing Date was exchanged for 36,973,877 UHG Class B Common Shares;

●

all outstanding options of GSH to acquire GSH Class A Common Shares were assumed by the Company and converted into options to acquire an aggregate of approximately 905,930 UHG Class A Common Shares;

●

all outstanding warrants to purchase GSH Class A Common Shares were assumed by the Company and converted into warrants to purchase an aggregate of approximately 1,867,368 UHG Class A Common Shares;

●

8,625,000 outstanding shares of DHHC Class B common stock held by the Sponsor converted into an aggregate of 4,160,931 UHG Class A Common Shares, all of which are subject to resale or transfer restrictions;

●

the Company issued an aggregate of 1,755,063 UHG Class A Common Shares to the PIPE Investors, Lock-Up Investors, and the Convertible Note Investors, pursuant to the terms of the PIPE Subscription Agreements, Share Lock-Up Agreements and the PIPE Investment.

As of the Closing Date and following the completion of the Business Combination, the Combined Company had the following outstanding securities:

●

10,621,073 UHG Class A Common Shares;

●

36,973,877 UHG Class B Common Shares;

●

2,966,664 warrants to purchase approximately 2,966,664 UHG Class A Shares, each exercisable at a price of $11.50 per share, issued in connection with the DHHC initial public offering and are held by the Sponsor and the Anchor Investors;

●

8,625,000 warrants to purchase approximately 8,625,000 UHG Class A Shares, each exercisable at a price of $11.50 per share, issued in connection with the DHHC initial public offering;

●

1,867,368 Assumed Warrants to purchase approximately 1,867,368 UHG Class A Shares, each exercisable at a price of $4.05 per share;

●

905,930 Rollover Options to purchase approximately 905,930 UHG Class A Shares, each exercisable at a price of $2.81 per share.

FORM 10 INFORMATION

Item 2.01(f) of Form 8-K states that if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the Company was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. As a result of the consummation of the Business Combination, the Company has ceased to be a shell company. Accordingly, the Company is providing below the information that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the Company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

Cautionary Note Regarding Forward-Looking Statements

This Report and the documents incorporated by reference herein include forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of the Company. These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believes that its respective plans, intentions and expectations reflected in or suggested by these forward- looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes”, “estimates”, “expects”, “projects”, “forecasts”, “may”, “might”, “will”, “should”, “seeks”, “plans”, “scheduled”, “possible”, “anticipates”, “intends”, “aims”, “works”, “focuses”, “aspires”, “strives” or “sets out” or similar expressions.

Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. Forward-looking statements in this Report and in any document incorporated by reference herein may include, for example, statements about (i) our ability to maintain the listing of the UHG Class A Common Shares on Nasdaq following the Transactions; (ii) our ability to meet future liquidity requirements; (iii) our ability to realize the benefits expected from the Transactions; (iv) our ability to attract, train and retain effective officers, key employees or directors. These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this Report and the documents incorporated by reference herein are more fully described under the heading titled “Risk Factors” in this Report and beginning on page 30 of the Definitive Proxy Supplement. The risks described under the heading “Risk Factors” are not exhaustive. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can the Company assess the impact of all such risk factors on its business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of the Company prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this Current Report on Form 8-K and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Current Report on Form 8-K. The Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements of belief and similar statements reflect the beliefs and opinions of the Company on the relevant subject. These statements are based upon information available to the Company as of the date of this Report, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

Business

The business of GSH is described in the exhibit titled, “Information about GSH” which is attached hereto as Exhibit 99.6 and is incorporated herein by reference. The business of DHCC is described in the exhibit titled, “Information about DHCC” which is attached hereto as Exhibit 99.7 and is incorporated herein by reference.

Risk Factors

The risk factors related to the GSH’s business and operations and the Transactions are set forth in the section titled “Risk Factors” beginning on page 30 of the Definitive Proxy and that information is incorporated herein by reference.

Financial Information

Reference is made to the disclosure set forth in Item 9.01 of this Report concerning the financial information of DHHC and GSH. Reference is further made to the disclosure contained in the Form 10-K filed by DHCC on March 28, 2023, in the sections titled, “Consolidated Financial Statements”, which includes the audited balance sheets of DHHC as of December 31, 2022 and 2021, and the related consolidated statements of operations, stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “DHHC financial statements”) which is included as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by reference. In addition, the new DHHC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the years ended December 31, 2022, and 2021, is included as Exhibit 99.5 to this Current Report on Form 8-K and is incorporated herein by reference.

Reference is further made to the disclosure contained in the Form 8-K filed by DHCC on March 20, 2023 in the sections titled, “Audited Financial Statements for Great Southern Homes for the Year Ended December 31, 2022”, which includes the audited financial statements for GSH for the year ended December 31, 2022, including the carve-out balance sheets of the homebuilding operations of GSH, as of December 31, 2022 and 2021, and the related statements of income, changes in shareholders’ and other affiliates’ net investment and cash flows for the years ended December 31, 2022, 2021 and 2020, and the related notes (collectively referred to as the “GSH financial statements”) which is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In addition, the new GSH’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the years ended December 31, 2022, 2021, and 2020, is included as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference. In addition, the Unaudited Pro Forma Condensed Combined Financial Information for the period ended December 31, 2022 is included as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The new GSH’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the years ended December 31, 2022, 2021, and 2020, is included as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference. In addition, the new DHHC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the years ended December 31, 2022, and 2021, is included as Exhibit 99.5 to this Current Report on Form 8-K and is incorporated herein by reference.

Properties

The properties of the Company are described in the sections titled “Information about GSH—Facilities” beginning on page 161 of the Definitive Proxy, and that information is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information known to the Company regarding the beneficial ownership of the Company as of the Closing Date by:

●

each person known to the Company to be the beneficial owner of more than 5% of any class of the outstanding common stock of the Company;

●

each of the Company’s named executive officers and directors; and

●

all executive officers and directors of the Company as a group.

The beneficial ownership of shares of the Company’s common stock is based on (i) 10,621,073 UHG Class A Common Shares and (ii) 36,973,877 UHG Class B Common Shares issued and outstanding as of the Closing Date.

Beneficial ownership for the purposes of the following tables is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days.

Name and Address of Beneficial Owner ⁽¹⁾	Number of UHG Shares Beneficially Owned		% of Class
Directors and Named Executive Officers
Michael Nieri		37,223,874		78.2	%
Tom O’Grady		746,947		1.5	%
David Hamamoto		3,923,173		8.1	%
Eric S. Bland		123,750		*
James P. Clements		28,870		*
Robert Dozier		15,120		*
Jason Enoch		21,370		*
Nikki R. Haley		26,703		*
Alan Levine		883,870		1.9	%
Michael Bayles		0		*
Robert Grove		0		*
Keith Feldman		521,867		1.1	%
Shelton Twine		18,381,202		28	%
All executive officers and directors as a group (13 individuals)		43,784,445		92.0	%

Greater than Five Percent Holders:

Antara Capital (2)		4,455,318		9.1	%

PWN Trust 2018		6,058,909		11.3	%
MEN Trust 2018		6,058,909		11.3	%
PMN Trust 2018		6,058,909		11.3	%

* Less than 1%

(1)

Unless otherwise noted, the business address of each of the following individuals is c/o United Homes Group, Inc., 90 N Royal Tower Drive, Irmo, South Carolina 29063.

(2)

The business address of Antara Capital is 55 Hudson Yards, 47^th Floor, Suite C, New York, New York 10001.

Directors and Executive Officers

The Company’s directors and executive officers after the consummation of the Business Combination are described in in the section titled “Management of the Post-Combination Company Following the Business Combination” beginning on page 191 of the Definitive Proxy, and that information is incorporated herein by reference.

Directors

Pursuant to the approval of DHHC shareholders at the Special Meeting, the following persons constitute the Company’s board of directors (the “Board”) effective upon the Closing Date: Michael Nieri, Tom O’Grady, David Hamamoto, Eric S. Bland, James P. Clements, Robert Dozier, Jason Enoch, Nikki R. Haley, Alan Levine, and Michael Bayles. Each of Judith A. Hannaway, Jonathan A. Langer and Charles W. Schoenherr resigned as directors of the Company effective as of the Closing Date. Biographical information for these individuals is set forth in the section titled “Management of the Post-Combination Company Following the Business Combination” beginning on page 191 of the Definitive Proxy, which is incorporated herein by reference.

On March 30, 2023, the Board appointed Robert Grove as the initial director designee of Conversant Opportunity Master Fund LP ("Conversant"), pursuant to that certain Conversant Subscription Agreement, dated March 30, 2023, that provides that for so long as 50% of the original principal amount of convertible notes issued by the Company to Conversant and certain other investors are outstanding and have not been converted or cash settled, Conversant shall have the right to designate one member of the Board. To fulfill its obligations under the Conversant Subscription Agreement, the Company expanded the size of the Board to eleven (11) directors. Mr. Grove was elected to the Board as a Class II Director to fill the vacancy created by such expansion, to hold office until the earlier of (i) as per his class designation, the annual meeting of the Company at which his successor is elected and qualified or until his earlier death, resignation or removal, or (ii) such time as Conversant shall notify the Company of a successor designee.

Director Independence

NASDAQ listing standards require that a majority of our Board be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board has determined that David Hamamoto, James P. Clements, Robert Dozier, Jason Enoch, Nikki R. Haley, Alan Levine and Michael Bayles are “independent directors” as defined in the NASDAQ listing standards and applicable SEC rules.

Committees of the Board of Directors

Effective as of the Closing Date, the standing committees of the Board consist of an audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”), a nominating and corporate governance committee (the “Nominating Committee”) and the related party transactions committee (the “Related Party Transactions Committee”). Each of the committees report to the Board.

Effective as of the Closing Date, the Board appointed Messrs. Enoch, Bayles, Dozier and Levine to serve on the Audit Committee, with Mr. Enoch as chair. The Board appointed Messrs. Levine, Clements, Dozier and Enoch to serve on the Compensation Committee, with Mr. Levine as chair. The Board appointed Messrs. Dozier, Clements and Hamamoto and Mrs. Haley to serve on the Nominating Committee, with Mr. Dozier as chair. The Board appointed Messrs. Enoch, Levine, and Bayles to serve on the Related Party Transactions Committee, with Mr. Enoch as chair.

Executive Officers

Effective as of the Closing Date, Messrs. Hamamoto and Bayles resigned as Co-Chief Executive Officers. Effective as of the Closing Date, the Board appointed Michael Nieri to serve as President and Chief Executive Officer, Shelton Twine to serve as Chief Operating Officer, Tom O’Grady to serve as Chief Administrative Officer, Steve Lenker to serve as Executive Vice President, General Counsel, and Corporate Secretary, Dan Goldstein to serve as Executive Vice President – Finance, each of Pennington Nieri and Jeremy Pyle to serve as Co-Executive Vice President – Construction Services, Rob Penny to serve as Executive Vice President – Sales, and Allan Hutton to serve as Vice President – Investor Relations and Governmental Affairs. Biographical information for these individuals is set forth in the Definitive Proxy in the section titled “Management of the Post-Combination Company Following the Business Combination” beginning on page 191 of the Definitive Proxy, which is incorporated herein by reference.

Executive and Director Compensation

The Company intends to develop an executive compensation program that is designed to align compensation with the Company’s business objectives and the creation of shareholder value, while allowing the Company to attract, retain, incentivize and reward individuals who contribute to the long-term success of the Company. Decisions regarding the executive compensation program will be made by the Compensation Committee.

At the Special Meeting, DHHC shareholders approved the 2023 Plan. A description of the 2023 Plan is forth in the section entitled “Proposal No. 6—The Incentive Plan Proposal” beginning on page 110 of the Definitive Proxy, which is incorporated herein by reference. This summary is qualified in its entirety by reference to the complete text of the 2023 Plan, a copy of which is attached as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference. Following the completion of the Business Combination, the Company expects that the Compensation Committee will make grants of awards under the 2023 Plan to eligible participants.

Indemnification of Directors and Officers

The information set forth under “Indemnification Agreements” under Item 1.01 of this Report is incorporated herein by reference.

Certain Relationships and Related Transactions

Certain relationships and related party transactions of the Company are described in the section titled “Certain Relationships and Related Party Transactions” beginning on page 283 of the Definitive Proxy, which is incorporated herein by reference.

Reference is made to the disclosure regarding director independence in the section of the Proxy Statement/Prospectus titled “Management of the Post-Combination Company Following the Business Combination – Director Independence,” which is incorporated herein by reference.

The information set forth under Item 5.02 “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers—Employment Agreements” of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

The information set forth in the section titled “Amended and Restated Registration Rights Agreements” in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference.

Additionally, as described in the Company’s Current Report on Form 8-K filed on March 22, 2023, on March 22, 2023, the Company announced that it had entered into a Convertible Note Purchase Agreement, dated March 21, 2023 (the “Note Purchase Agreement”), by and among itself, GSH, and a group of investors party to that agreement (the “Conversant Investors”). Pursuant to the Note Purchase Agreement, on the Closing Date, the Conversant Investors purchased from the Company $80,000,000 in original principal amount of convertible promissory notes (the “Notes”) and, pursuant to the terms of share subscription agreements to be entered into between each Investor and the Company (as more fully described below, the “Subscription Agreements”), an additional 744,588 UHG Class A Common Shares in a private placement PIPE investment (the “Conversant PIPE Investment”). The aggregate gross amount of the Conversant PIPE Investment is $75,000,000.

As described in the Company’s Current Report on Form 8-K filed on March 28, 2023, in connection with the Company’s efforts to raise funds to meet the Minimum Cash Condition (as defined in the Business Combination Agreement), the Company entered into certain private placement transactions (collectively, the “Share Lock-Up Agreements”) with certain investors who purchased shares of the Company’s Class A Common Stock on the open market prior to March 16, 2023 (each a “Lock-Up Investor”), pursuant to which, and subject to and conditioned upon the satisfaction of the closing conditions set forth in the Share Lock-Up Agreements, the Company agreed to issue to each Lock-Up Investor 0.25 UHG Class A Common Shares (up to 421,100 UHG Class A Common Shares in the aggregate) for a purchase price of $0.01 per share, for each share of Company Class A Common Shares held by such Lock-Up Investor at the Closing of the Business Combination.

Also, on March 23, 2023, the Company and certain investors (the “PIPE Investors”) entered into subscription agreements (collectively, the “PIPE Subscription Agreements”) providing for the purchase by the PIPE Investors at the effective time of the Business Combination of an aggregate of 471,500 shares of UHG Class A Common Shares at a price per share of $10.00, and provided further that for each UHG Class A Common Share purchased by each PIPE Investor, UHG will issue to the applicable PIPE Investor 0.25 UHG Class A Common Shares (up to 117,875 UHG Class A Common Shares in the aggregate) for a purchase price of $0.01 per share for gross proceeds to UHG of approximately $4.7 million.

Legal Proceedings

From time to time, GSH is a party to ongoing legal proceedings in the ordinary course of business. GSH does not believe the results of currently pending proceedings, individually or in the aggregate, will have a material adverse effect on its business, financial condition, results of operations or liquidity.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Shares of DHHC’s Class A common stock were historically quoted on the Nasdaq Capital Market under the symbol “DHHC.” As of the Closing Date, there were approximately 470 holders of record of the UHG Class A Common Shares. The UHG Class A Common Shares began trading on NASDAQ under the symbol “UHG” on March 31, 2023.

The Company has not paid any cash dividends on its common stock to date. The payment of cash dividends in the future will be within the discretion of the Board and will depend on the Company’s revenues and earnings, if any, capital requirements and general financial condition. The Company’s ability to declare dividends may also be limited by certain restrictive covenants pursuant to any debt financing agreements.

Recent Sales of Unregistered Securities

Reference is made to the disclosure set forth below under Item 3.02 of this Report concerning the issuance and sale by the Company of certain unregistered securities, which is incorporated herein by reference.

Description of Registrant’s Securities

The description of the Company’s securities is contained in the section titled “Description of Capital Stock of the Post-Combination Company” beginning on page 268 of the Definitive Proxy, which is incorporated herein by reference.

Financial Statements and Supplementary Data

The information set forth under Item 9.01 of this Report is incorporated herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

The information set forth under Item 4.01 of this Report is incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K concerning the Convertible Notes offering, which is incorporated by reference into this Item 2.03.

Item 3.02

Unregistered Sales of Equity Securities

The disclosure set forth in the sections titled “Introductory Note—Subscription Agreements” and “Conversant Financing” above is incorporated into this Item 3.02 by reference.

The shares issued by the Company to the PIPE Investors and the Conversant Investors on the Closing Date were issued pursuant to and in accordance with the exemption from registration under the Securities Act of 1933, as amended (the Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Item 3.03

Material Modification to Rights of Security Holders.

Immediately following the consummation of the Business Combination, the Company filed the Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, which was approved by the stockholders of the Company at the Special Meeting. On the Closing Date, the Board approved and adopted the Amended and Restated By-laws of the Company (the “Bylaws”) The material terms of the Certificate of Incorporation and the Bylaws and the general effect upon the rights of holders of UHG’s capital stock are discussed in the sections titled “Proposal No. 2—The Charter Approval Proposal,” “Proposal No. 3—The Governance Proposals” and “Description of Capital Stock of the Post-Combination Company” beginning on pages 98, 102 and 268, respectively, of the Definitive Proxy, which are incorporated by reference herein.

In accordance with Rule 12g-3(a) under the Exchange Act, the Company is the successor issuer to DHHC and has succeeded to the attributes of DHHC as the registrant. In addition, the shares of common stock of the Company, as the successor to DHHC, are deemed to be registered under Section 12(b) of the Exchange Act.

The disclosures set forth under the “Introductory Note,” in Item 1.01 and in Item 2.01 of this Report are also incorporated herein by reference. Copies of the Certificate of Incorporation and the Bylaws are included as Exhibits 3.1 and 3.2, respectively, to this Current Report and are incorporated herein by reference.

Item 5.01

Changes in Control of Registrant.

The disclosure set forth in the “Introductory Note” and in Item 2.01 of this Report is incorporated herein by reference.

Immediately after giving effect to the Business Combination, there were 10,621,073 shares of UHG Class A Common Stock outstanding and 36,973,877 shares of UHG Class B Common Stock outstanding. As of such time, our named executive officers, directors and affiliates held or controlled 92% of our outstanding shares of Common Stock.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Executive Officers and Directors

Upon the consummation of the Business Combination, and in accordance with the terms of the Business Combination Agreement, Judith A. Hannaway, Jonathan A. Langer and Charles W. Schoenherr ceased serving on the Company’s board of directors. David T. Hamamoto and Michael Bayles continue to serve on the Company’s board of directors.

Effective as of the Closing Date, Michael Nieri, Tom O’Grady, Eric S. Bland, James P. Clements, Robert Dozier, Jason Enoch, Nikki R. Haley, Robert Groves and Alan Levine were appointed as directors of the Company, to serve until the end of their respective terms and until their successors are elected and qualified. The Board appointed Messrs. Enoch, Bayles, Dozier and Levine to serve on the Audit Committee, with Mr. Enoch as chair. The Board has determined that Mr. Enoch qualifies as an audit committee financial expert within the meaning of SEC regulations, and all members meet the financial sophistication requirements of the NASDAQ Listing Rules. The Board appointed Messrs. Levine, Clements, Dozier and Enoch to serve on the Compensation Committee, with Mr. Levine as chair. The Board appointed Messrs. Dozier, Clements and Hamamoto and Mrs. Haley to serve on the Nominating Committee, with Mr. Dozier as chair. The Board appointed Messrs. Enoch, Bayles and Levine to serve on the Related Party Transactions Committee, with Mr. Enoch as chair.

Effective as of the Closing Date, each of Messrs. Hamamoto and Bayles resigned as Co-Chief Executive Officers of the Company, and Mr. Hamamoto resigned as the Chairman of the Company’s board of directors. Effective as of the Closing Date, the Board appointed Michael Nieri to serve as President and Chief Executive Officer, Shelton Twine to serve as Chief Operating Officer, Tom O’Grady to serve as Chief Administrative Officer, Steve Lenker to serve as Executive Vice President, General Counsel, and Corporate Secretary, Dan Goldstein to serve as Executive Vice President – Finance, each of Pennington Nieri and Jeremy Pyle to serve as Co-Executive Vice President – Construction Services, Rob Penny to serve as Executive Vice President – Sales, and Allan Hutton to serve as Vice President – Investor Relations and Governmental Affairs. Keith Feldman continues to serve as Chief Financial Officer.

Reference is also made to the disclosure described in the Definitive Proxy in the section titled “Proposal No. 4—The Director Election Proposal” beginning on page 104 and “Management of the Post-Combination Company Following the Business Combination” beginning on page 191 of the Definitive Proxy for biographical information about each of the directors and executive officers following the Business Combination, which is incorporated herein by reference.

Mr. Grove is a Principal at Conversant since May 2020. Prior to that, from September 17 to June 2019, Mr. Grove served as a senior analyst at Viking Global Investors where he sourced and analyzed equity investments across the energy space. Before joining Viking, from January 2016 until August 2017, Mr. Grove worked at Anchorage Capital where he researched both debt and equity investments in the materials sector. Mr. Grove started his career in the restructuring group at Lazard where he provided advisory services to companies undergoing financial restructuring transactions. Mr. Grove received a B.S. in Economics with concentrations in Finance and Accounting from the University of Pennsylvania where he graduated summa cum laude and was elected to Beta Gamma Sigma.

2023 Equity Incentive Plan

At the Special Meeting, DHHC shareholders approved the 2023 Plan and reserved an amount of shares of common stock equal to 10% of the fully diluted issued and outstanding UHG Common Shares following the Business Combination for issuance thereunder. The 2023 Plan was approved by the DHHC shareholders on March 23, 2023. The 2023 Plan became effective immediately upon the Closing of the Business Combination.

Employment Agreements

As a result of the Business Combination, UHG entered into employment agreements with the following of UHG’s executive officers: Michael Nieri (Chairman, Chief Executive Officer, President), Keith Feldman (Chief Financial Officer), Shelton Twine (Chief Operating Officer).(collectively, the “Employment Agreements”).

The employment agreements all provide for at-will employment that may be terminated by the Company for death or disability and with or without cause, by the executive with or without good reason, or mutually terminated by the parties. The employment agreements provide for a Base Severance Benefit (as defined in the Employment Agreements) of 24 months of base salary for Mr. Michael Nieri and 12 months of base salary for Mr. Feldman and Mr. Twine, as well as the Incentive Severance Benefit (as defined in the Employment Agreements) upon termination by the Company without cause or termination by the officer for good reason, subject to execution of a release of claims. The Executive Agreements provide for a base salary of $1,033,707 for Mr. Michael Nieri; $400,000 for Keith Feldman; and $338,635 for Mr. Twine. . Possible annual performance bonuses and equity grants under the equity incentive plan are to be determined by the Company’s Compensation Committee.

This summary is qualified in its entirety by reference to the text of the Employment Agreements, which are included as Exhibits 10.9, 10.10, and 10.11 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03

Amendments to the Articles of Incorporation or Bylaws.

Immediately prior to the consummation of the Business Combination, DHHC filed the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, and the Company adopted the Bylaws effective as of the Closing Date. The material terms of the Amended and Restated Certificate of Incorporation and the Bylaws and the general effect upon the rights of holders of the Company’s capital stock are discussed in the sections titled “Proposal No. 2—The Charter Approval Proposal,” “Proposal No. 3—The Governance Proposals” and ‘Description of Capital Stock of the Post-Combination Company” beginning on pages 98, 102 and 268, respectively, of the Definitive Proxy, which are incorporated by reference herein.

Copies of the Amended and Restated Certificate of Incorporation and the Bylaws are attached as Exhibit 3.1 and Exhibit 3.2 to this Report, respectively, and are incorporated herein by reference.

Item 5.06

Change in Shell Company Status.

As a result of the Business Combination, the Company ceased to be a shell company. The material terms of the Business Combination are described in the sections titled “The Business Combination” and “The Business Combination Agreement” beginning on page 206 and 235, respectively, of the Definitive Proxy, which are incorporated herein by reference. Further, the information set forth in the “Introductory Note” and under Item 2.01 of this Report is incorporated herein by reference.

Item 8.01

Other Events

The Company’s Class A common stock and Public Warrants are listed for trading on the Nasdaq Capital Market under the symbols “UHG” and “UHGWW,” respectively.

On March 30, 2022, the Company issued a press release announcing the completion of the Transactions, a copy of which is filed as Exhibit 99.8 hereto.

Item 9.01

Financial Statements and Exhibits.

(a)

Financial statements of businesses acquired.

Information responsive to Item 9.01(a) of the Current Report on Form 8-K is set forth in the financial statements included in the Form 8-K which was filed with the Sec on March 20, 2023 which includes the audited financial statements for GSH for the year ended December 31, 2022, including the carve-out balance sheets of the homebuilding operations of GSH, as of December 31, 2022 and 2021, and the related statements of income, changes in shareholders’ and other affiliates’ net investment and cash flows for the years ended December 31, 2022, 2021 and 2020, and the related notes (collectively referred to as the “GSH financial statements”) which is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Further, information responsive to Item 9.01(a) of the Current Report on Form 8-K is set forth in the financial statements included in the Form 10-K filed by DHCC on March 28, 2023, which includes the audited balance sheets of DHHC as of December 31, 2022 and 2021, and the related consolidated statements of operations, stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “DHHC financial statements”) attached hereto as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by reference.

(b)

Pro forma financial information.

The unaudited pro forma financial statements are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits:

		Incorporated by Reference
Exhibit	Description	Form	Exhibit	Filing Date

2.1	Business Combination Agreement, dated as of September 10, 2022, among DHHC, Merger Sub and GSH.	S-4	2.1	2/14/2023
3.1	Certificate of Incorporation of United Homes Group, Inc.
3.2	Bylaws of United Homes Group, Inc.
4.3	Warrant Agreement between Continental Stock Transfer & Trust Company and DiamondHead Holdings Corp.	8-K	4.1	1/25/2021
10.1	Form of Subscription Agreement, by and between DiamondHead Holdings Corp and the investors party thereto.	S-1	10.9	1/15/2021
10.2	Amended and Restated Registration Rights Agreement, by and among DHHC, DHP SPAC-II Sponsor LLC, certain stockholders of DHHC and certain former stockholders of DHHC.	S-4	10.10	2/14/2023
10.3	GSH 2023 Equity Incentive Plan	S-4	10.12	2/14/2023
10.4	Form of Indemnification Agreement between the Company and certain of its officers and directors	S-1	10.7	1/15/2021
10.5	Letter Agreement, dated January 25, 2021, by and among DiamondHead Holdings Corp. and it executive officers, its directors, and DHP SPAC-II Sponsor LLC	8-K	10.1	1/25/2021
10.6	Form of Share Issuance and Lock-Up Agreement, by and among DHHC and the investor identified on the signature page thereto.	8-K	10.1	3/28/2023
10.7	Form of Subscription Agreement, by and among DHHC and the investor identified on the signature page thereto.	8-K	10.2	3/28/2023
10.8	Convertible Promissory Note Purchase Agreement, dated March 21, 2023	8-K	10.1	3/22/2023
10.9	Michael Nieri Employment Agreement
10.10	Keith Feldman Employment Agreement
10.11	Shelton Twine Employment Agreement
99.1	GSH Financial Statements	8-K	99.1	3/20/2023
99.2	Unaudited pro forma financial statements.
99.3	GSH Management’s Discussion & Analysis of Financial Condition and Results of Operations
99.4	DHCC Financial Statements
99.5	DHCC Management’s Discussion & Analysis of Financial Condition and Results of Operations
99.6	Information About GSH
99.7	Information About DHHC

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 5, 2023

	United Homes Group, Inc.

	By:	/s/ Keith Feldman
	Name:	Keith Feldman
	Title:	Chief Financial Officer

Exhibit 3.1

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
DIAMONDHEAD HOLDINGS CORP.

Diamondhead Holdings Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The present name of the Corporation is DiamondHead Holdings Corp. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was October 7, 2020 (the “Original Certificate of Incorporation”).

2. This Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) amends, integrates and restates the Original Certificate of Incorporation and was duly adopted in accordance with the provisions of Sections 242, and 245 of the General Corporation Law of the State of Delaware (the “DGCL”).

3. The text of the Original Certificate of Incorporation is hereby amended, integrated and restated in its entirety to provide as herein set forth in full.

ARTICLE I

NAME OF THE CORPORATION

The name of the corporation is United Homes Group, Inc. (the “Corporation”).

ARTICLE II

REGISTERED AGENT

The address of the Corporation’s registered office in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

BUSINESS PURPOSE

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the Stateof Delaware (the “DGCL”).

ARTICLE IV

CAPITAL STOCK

Section 4.01. Authorized Classes of Stock. The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 450,000,000 shares, consisting of (a) 410,000,000 shares of common stock (the “Common Stock”), of which 350,000,000 shares shall be a series of Common Stock designated as Class A common stock (the “Class A Common Stock”) and 60,000,000 shares of which shall be a series designated as Class B common stock (the “Class B Common Stock”), and (b) 40,000,000 shares of preferred stock (the “Preferred Stock”). Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of any of the Common Stock, Class A Common Stock, Class B Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation with the power to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL or any successor provision thereof, and no vote of the holders of any of the Common Stock or Preferred Stock voting separately as a class shall be required therefor.

Section 4.02. Common Stock. Except as set forth in Sections 4.02(c) and 4.02(d), the Class A Common Stock and the Class B Common Stock shall be identical in all respects.

(a) Dividends. Subject to the express terms of any outstanding series of Preferred Stock, dividends may be paid in cash or otherwise with respect to the Common Stock out of the assets of the Corporation legally available therefor, upon the terms, and subject to the limitations, as the Board of Directors of the Corporation (the “Board of Directors”) may determine. All shares of Common Stock of the Corporation shall be of equal rank and shall be identical with respect to rights to such dividends.

(b) Liquidation Rights. Subject to the express terms of any outstanding Preferred Stock, in the event of a Liquidation of the Corporation, the holders of Common Stock shall be entitled to share in the distribution of any remaining assets available for distribution to the holders of Common Stock ratably in proportion to the total number of shares of Common Stock then issued and outstanding.

(c) Voting Rights. Subject to the express terms of any outstanding series of Preferred Stock and except as otherwise provided herein or required by the DGCL:

i. The holders of Class A Common Stock shall be entitled to one (1) vote per share on any matter submitted to a vote of the stockholders generally.

. The holders of Class B Common Stock shall be entitled to two (2) votes per share on any matter submitted to a vote of the stockholders generally.

i. The holders of Class A Common Stock and the Class B Common Stock shall vote together on any matter submitted to a vote of the stockholders generally.

ii. Notwithstanding the foregoing, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation

(including any certificate of designation relating to any series of Preferred Stock) or pursuant to the DGCL.

(d) Conversion of Class B Common Stock.

i. Conversion at the Option of the Holder. Each outstanding share of Class B Common Stock may at any time, at the option of the holder thereof, be converted into one fully paid and nonassessable share of Class A Common Stock upon written notice to the Corporation. Before any holder of Class B Common Stock shall be entitled to convert any shares of such Class B Common Stock, such holder shall deliver a written notice to the Corporation at its principal corporate office, of the election to convert the Class B Common Stock and shall state therein the number of shares of Class B Common Stock being converted and the name or names in which the shares of Class A Common Stock are to be registered. The Corporation shall, as soon as practicable thereafter, register such holder of Class B Common Stock, or the nominee or nominees of such holder, on the Corporation’s books and records as the owner of the number of shares of Class A Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such notice of the election to convert is received by the

Corporation, and the person or persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock as of such date. Each share of Class B Common Stock that is converted pursuant to this Article IV, Section 4.02(d)(i) shall be retired by the Corporation and shall not be reissued by the Corporation.

ii. Conversion upon Transfer. Each outstanding share of Class B Common Stock shall automatically, without further action by the holder thereof, be converted into one fully paid and nonassessable share of Class A Common Stock upon the occurrence of any Transfer (as defined below) of such share, except for the following permitted transfers:

A. transfers to any affiliate or associate of a holder of Class B Common Stock, including immediate family members of such holder;

B. transfers to another holder of Class B Common Stock; and

C. transfers approved by a majority of the Corporation’s Board of Directors (each of clause A-C, a “Permitted Transfer”).

For purposes hereof, an “affiliate” of, or person “affiliated” with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.

Each share of Class B Common Stock that is converted pursuant to this Article IV, Section 4.02(d)(ii) shall be retired by the Corporation and shall not be reissued by the Corporation.

For purposes of this Article IV, Section 4.02(d)(ii), a “Transfer” shall mean any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law, including, without limitation, a transfer of a share of Class B Common Stock to a broker or other nominee (regardless of whether there is a corresponding change in beneficial ownership), or the transfer of, or entering into a binding agreement with respect to, Voting Control (as defined below) over such share by proxy or otherwise; provided, however, that the following shall not be considered a “Transfer:”

(1) the granting of a revocable proxy to officers or directors of the Corporation at the request of the Board of Directors of the Corporation in connection with actions to be taken at an annual or special meeting of stockholders;

(2) entering into a voting trust, agreement or arrangement (with or without granting a proxy) solely with stockholders who are holders of Class B Common Stock that (a) is disclosed either in a Schedule 13D filed with the Securities and Exchange Commission or in writing to the Secretary of the Corporation, (b) either has a term not exceeding one (1) year or is terminable by the holder of the shares subject thereto at any time and (c) does not involve any payment of cash, securities, property or other consideration to the holder of the shares subject thereto other than the mutual promise to vote shares in a designated manner;

(3) the pledge of shares of Class B Common Stock by a stockholder that creates a mere security interest in such shares pursuant to a bona fide loan or indebtedness transaction for so long as such stockholder continues to exercise Voting Control over such pledged shares; provided, however, that a foreclosure on such shares or other similar action by the pledgee shall constitute a Transfer unless such foreclosure or similar action qualifies as a Permitted Transfer;

(4) the entering into, or reaching an agreement, arrangement or understanding regarding, a support, voting, tender or similar agreement or arrangement (with or without a proxy) in connection with a merger, sale or acquisition of assets, liquidation or other transaction approved by the Board of Directors;

(5) due to the fact that the spouse of any holder of shares of Class B Common Stock possesses or obtains an interest in such holder’s shares of Class B Common Stock arising solely by reason of the application of the community property laws of any jurisdiction, so long as no other event or circumstance shall exist or have occurred that constitutes a “Transfer” of such shares of Class B Common Stock; provided that any transfer of shares by any holder of shares of Class B Common Stock to such holder’s spouse, including a transfer in connection with a divorce proceeding, domestic relations order or similar legal requirement, shall constitute a “Transfer” of such shares of Class B Common Stock unless otherwise exempt from the definition of Transfer; or

(6) the Transfer of Class B Common Stock pursuant to the terms of a planned trading program effected pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended; provided, however, that a sale of such shares of Class B Common Stock pursuant to such plan shall constitute a “Transfer” at the time of such sale.

For purposes of this Article IV, Section 4.02(d)(ii), “Voting Control” shall mean, with respect to a share of Class B Common Stock, the power (whether exclusive or shared) to vote or direct the voting of such share by proxy, voting agreement or otherwise.

iii. Reservation of Class A Common Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of effecting the conversion of the shares of the Class B Common Stock, such number of its shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of such Class B Common Stock; and if at any time the number of authorized but unissued shares of Class A Common Stock shall not be sufficient to effect the conversion of all then-outstanding shares of such Class B Common Stock, in addition to such other remedies as shall be available to the holder of such Class B Common Stock, the Corporation will take such corporate action as may be necessary to increase its authorized but unissued shares of Class A Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in reasonable best efforts to obtain the requisite stockholder approval of any necessary amendment to this Certificate of Incorporation.

Section 4.03. Preferred Stock. The Board of Directors is hereby authorized to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional, or other special rights, if any, and any qualifications, limitations, or restrictions thereof, of the shares of such series, as shall be stated in the resolution or resolutions providing for the issuance of such series adopted by the Board of Directors. The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following:

(a) the designation of the series;

(b) the number of shares of the series;

(c) the dividend rate or rates on the shares of that series, whether dividends will be cumulative, and if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

(d) whether the series will have voting rights in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(e) whether the series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(f) whether or not the shares of that series shall be redeemable, in whole or in part, at the option of the Corporation or the holder thereof, and if made subject to such redemption, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemptions, which amount may vary under different conditions and at different redemption rates;

(g) the terms and amount of any sinking fund provided for the purchase or redemption of the shares of such series;

(h) the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series;

(i) the restrictions, if any, on the issue or reissue of any additional Preferred Stock; and

(j) any other relative rights, preferences, and limitations of that series.

ARTICLE V

BOARD OF DIRECTORS

Section 5.01. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 5.02. Number of Directors; Term of Office. Subject to any rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors of the Corporation which shall constitute the entire Board of Directors shall be as fixed from time to time solely by resolution of a majority of the total number of directors that the Corporation would have if there were no vacancies. The directors, other than those who may be elected by the holders of any series of Preferred Stock, shall be classified, with respect to the term for which they severally hold office, into three classes: Class I, Class II, and Class III. The initial Class I Directors shall serve for a term expiring at the first annual meeting of stockholders following the effective date of this Certificate of Incorporation, the initial Class II Directors shall serve for a term expiring at the second annual meeting of stockholders following the effective date of this Certificate of Incorporation, and the initial Class III Directors shall serve for a term expiring at the third annual meeting of stockholders following the effective date of this Certificate of Incorporation. At each annual meeting of stockholders, beginning with the first annual meeting of stockholders following the effective date of this Certificate of Incorporation, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Notwithstanding the foregoing, the directors elected to each class shall hold office until their successors are duly elected and qualified or until their earlier resignation, death or removal.

Notwithstanding anything herein to the contrary and in addition to any vote required by law, (i) for so long as the holders of Class B Common Stock hold at least a majority in voting power of the outstanding shares of Common Stock, the affirmative vote of the holders of not less than a majority of the outstanding shares of capital stock of the Corporation entitled to vote thereon and (ii) if the holders of Class B Common Stock no longer hold at least a majority in voting power of the outstanding shares of Common Stock, the affirmative vote of the holders of not less than two thirds (2/3) in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon, shall be required to amend or repeal any provision of this Article V, Section 5.02.

Section 5.03. Newly Created Directorships and Vacancies. Except as otherwise required by law and subject to any rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the Board of Directors may only be filled (and in the case of a newly created directorship, their class chosen) by the affirmative votes of a majority of the members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected to fill a newly created directorship resulting from an increase in the authorized number of directors shall serve until the next election of the class for which such director shall have been chosen and until a successor is duly elected and qualified, subject to such director’s earlier of such director’s death, resignation or removal. A director so elected to fill a vacancy shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced and until a successor is duly elected and qualified, subject to such director’s earlier of such director’s death, resignation, or removal.

Section 5.04. Removal. Subject to any rights of the holders of any series of Preferred Stock, so long as the Board of Directors is classified pursuant to Section 5.02 or any successor provision (i) for so long as the holders of Class B Common Stock hold at least a majority in voting power of the outstanding shares of Common Stock, any director or the entire Board may be removed from office at any time, with or without cause, by the holders of a majority in voting power of the shares of capital stock of the Corporation then entitled to vote at an election of directors and (ii) if the holders of Class B Common Stock no longer hold at least a majority in voting power of the outstanding shares of Common Stock, any director or the entire Board may be removed from office at any time, but only for cause, by the holders of a majority in voting power of the shares of capital stock of the Corporation then entitled to vote at an election of directors.

Section 5.05 Preferred Stock Directors. During any period when the holders of one or more series of Preferred Stock have the separate right to elect additional directors as provided for or fixed pursuant to the provisions of Article IV, Section 4.03 hereof (including any certificate of designation) (a “Preferred Stock Director”), and upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such number of directors that the holders of any series of Preferred Stock have a right to elect, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions; and (ii) each Preferred Stock Director shall serve until such Preferred Stock Director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or her earlier death, resignation, disqualification or removal. Except as otherwise provided for or fixed pursuant to the provisions of Article IV, Section 4.03 hereof (including any certificate of designation), whenever the holders of one or more series of Preferred Stock having a separate right to elect additional directors cease to have or are otherwise divested of such right pursuant to said provisions, the terms of office of all Preferred Stock Directors elected by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate (in which case each such Preferred Stock Director shall cease to be qualified as a director and shall cease to be a director) and the total authorized number of directors of the Corporation shall be automatically reduced accordingly.

Section 5.06. Written Ballot. Unless and except to the extent that the Bylaws shall so require, the election of directors of the Corporation need not be by written ballot.

Section 5.07. Approval of Certain Related Party Transactions. The Board of Directors shall establish and maintain a Related Party Transactions Committee (the “Related Party Transactions Committee”), which shall at all times consist of at least three (3) members and be comprised solely of Independent Directors (as defined below). All decisions of the Related Party Transactions Committee shall require the approval of a majority of the members of the Related Party Transactions Committee. The Related Party Transactions Committee shall be vested with the exclusive authority to act on behalf of the Board with respect to any contract or transaction between the Corporation or any of its subsidiaries, on the one hand, and Michael Nieri or any affiliate or associate of Mr. Nieri, on the other hand, including but not limited to a contract or transaction for the purchase of land upon which finished lots have been developed (each, a “Related Party Approval Transaction”). The Corporation shall not effect any Related Party Approval Transaction that has not been approved by the Related Party Transactions Committee. For purposes of this Certificate of Incorporation, “Independent Directors” shall mean any directors considered “independent” under the rules of the U.S. Securities and Exchange Commission and any exchange on which the securities of the Corporation are listed, including for purposes of Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended (or any successor rule thereto) and who are determined by the Board to be independent of Michael Nieri.

ARTICLE VI

LIMITATION OF LIABILITY; INDEMNIFICATION

Section 6.01. Limitation of Liability. To the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, a director or officer of the Corporation shall not be personally liable to the Corporation or to its stockholders for monetary damages for any breach of fiduciary duty as a director or as an officer, as the case may be. No amendment to, modification of, or repeal of this Section 6.01 shall apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment.

Notwithstanding anything herein to the contrary and in additional to any vote required by law, (i) for so long as the holders of Class B Common Stock hold at least a majority in voting power of the outstanding shares of Common Stock, the affirmative vote of the holders of not less than a majority of the outstanding shares of capital stock of the Corporation entitled to vote thereon and (ii) if the holders of Class B Common Stock no longer hold at least a majority in voting power of the outstanding shares of Common Stock, the affirmative vote of the holders of not less than two thirds (2/3) in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon, shall be required to amend or repeal any provision of this

Article VI.

ARTICLE VII

STOCKHOLDER ACTION

Section 7.01. Stockholder Consent Prohibition. Subject to the rights of the holders of any series of Preferred Stock, (i) for so long as the holders of shares of Class B Common Stock hold at least a majority in voting power of the outstanding shares of Common Stock, any action required or permitted to be taken by the stockholders of the Corporation may be effected by consent in lieu of a meeting and (ii) if the holders of shares of Class B Common Stock no longer hold at least a majority in voting power of the outstanding shares of Common Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation and may not be effected by any consent by such stockholders.

Section 7.02. Special Meetings of Stockholders. Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, (i) for so long as the holders of shares of Class B Common Stock hold at least a majority in voting power of the outstanding shares of Common Stock, special meetings of the stockholders of the Corporation shall be called only by: (a) the Board of Directors; or (b) the Secretary of the Corporation, following receipt of one or more written demands to call a special meeting of the stockholders from stockholders of record who own, in the aggregate, at least 51% in voting power of the outstanding shares of capital stock entitled to vote on the matter or matters to be brought before the proposed special meeting that complies with the procedures for calling a special meeting of the stockholders as may be set forth in the Bylaws, and (ii) from and after the time the holders of shares of Class B Common Stock no longer hold at least a majority in voting power of the outstanding shares of Common Stock, special meetings of the stockholders of the Corporation shall only be called by the Board of Directors.

Section 7.03. Section 203 of the DGCL Commencing on the date that is twelve months from the date this Section 7.03 first becomes effective under the DGCL, the Corporation shall not be governed by Section 203 of the DGCL (or any successor provision thereto) (“Section 203”), and the restrictions contained in Section 203 shall not apply to the Corporation.

ARTICLE VIII
BYLAWS

Section 8.01. Board of Directors. In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized and empowered to adopt, amend, alter, or repeal the Bylaws without any action on the part of the stockholders.

Section 8.02. Stockholders. The stockholders shall also have the power to adopt, amend, alter, or repeal the Bylaws; provided that, in addition to any affirmative vote of the holders of any particular class or series of capital stock of the Corporation required by applicable law or this Certificate of Incorporation, such adoption, amendment, alteration, or repeal by the stockholders shall require the approval of the affirmative vote of the holders of at least two thirds (2/3) in voting power of the shares of the then outstanding voting stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

ARTICLE IX
AMENDMENTS

The Corporation reserves the right to amend, alter, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred herein are granted subject to this reservation.

ARTICLE X

FORUM SELECTION

Unless the Corporation consents in writing to the selection of an alternative forum, (A) (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate of Incorporation or the Bylaws (as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware; and (B) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article X.

[Signature Page to Follow]

THIS CERTIFICATE OF INCORPORATION is executed as of this 30 day of March, 2023.

	DIAMONDHEAD HOLDINGS CORP.

	By:	/s/ David T. Mamamoto
	Name:	David T. Hamamoto
	Title:	Co-Chief Executive Officer

[Signature Page to Amended & Restated Certificate of Incorporation]

Exhibit 3.2

AMENDED AND RESTATED

BYLAWS OF

UNITED HOMES GROUP, INC.

Effective as of March 30, 2023

ARTICLE I

OFFICES AND RECORDS

Section 1.1 Delaware Office. The registered office of United Homes Group, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Corporation’s Certificate of Incorporation (as it may be amended and/or restated from time to time, the “Certificate of Incorporation”).

Section 1.2 Other Offices. The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors may designate or as the business of the Corporation may from time to time require.

Section 1.3 Books and Records. The books and records of the Corporation may be kept at such locations either within or outside the State of Delaware as may from time to time be designated by the Board of Directors.

ARTICLE II

STOCKHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held at such date, place, if any, and time as may be fixed by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. The Corporation may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors.

Section 2.2 Special Meeting. Special meetings of stockholders for any purposes or purposes may be called as set forth in the Certificate of Incorporation. At such a special meeting of stockholders, only such business shall be conducted as shall be specified in the notice of meeting. The Corporation may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board of Directors.

Section 2.3 Place of Meeting. The Board of Directors may designate the place, if any, of meeting for any meeting of the stockholders. If no designation is made by the Board of Directors, the place of meeting shall be the principal office of the Corporation.

Section 2.4 Notice of Meeting. Notice of the purpose or purposes, in the case of a special meeting, and of the date, time and place, if any, of every meeting of the stockholders shall be given by the Secretary of the Corporation to each stockholder of record entitled to vote at the meeting, at least ten (10) days, but not more than 60 days, prior to the date designated for the meeting, except as otherwise required by applicable, the Certificate of Incorporation or these Bylaws

Section 2.5 Quorum and Adjournment. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of at least a majority of the voting power of the outstanding shares of the Corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series voting separately as a class or series, the holders of at least a majority of the voting power of the outstanding shares of such class or series, present in person or represented by proxy, shall constitute a quorum for the transaction of such business for the purposes of taking action on such business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting or the stockholders so present, by the affirmative vote of the holders of a majority in voting power of the shares of the Corporation which are present in person or represented by proxy and entitled to vote thereon, shall have the power to adjourn the meeting from time to time, until a quorum shall be present or represented. At an adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed. No notice of the time and place of adjourned meetings need be given provided such adjournment is for less than thirty (30) days and further provided that no new record date is fixed for the adjourned meeting and provided further that the time or place, if any, of the adjourned meeting is announced at the meeting at which the adjournment is taken or are provided in any other manner permitted by the General Corporation Law of the State of Delaware (the “DGCL”).

Section 2.6 Proxies. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the corporation a revocation of the proxy or a new proxy bearing a later date.

Section 2.7 Notice of Stockholder Business and Nominations.

(a) Annual Meetings of Stockholders.

(i) Nominations of persons for election to the Board of Directors and the proposal of business to be transacted by the stockholders may be made at an annual meeting of stockholders only (1) pursuant to the Corporation’s notice with respect to such meeting, (2) by or at the direction of the Board of Directors or (3) by any stockholder of record of the Corporation who was a stockholder of record at the time of the giving of the notice provided for in the following paragraph, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in this Section 2.7.

(ii) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (3) of subsection (a)(i) of this Section 2.7, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information required under this Section 2.7 and shall be delivered to the Secretary at the principal executive office of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the date of the mailing of the notice for the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the mailing of the notice for the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of (x) the 90th day prior to such annual meeting or (y) the tenth (10^th) day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of a postponement or adjournment of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. The number of nominees a stockholder may nominate for election at the annual meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting. Such stockholder’s notice shall set forth: (1) as to each individual whom the stockholder proposes to nominate for election or reelection as a director, (A) the name, age, business address and residence address of such individual, (B) the class, series and number of any shares of stock of the Corporation that are owned of record or beneficially by such individual and the date such shares were acquired and the investment intent of such acquisition, (C) whether such stockholder believes any such individual is, or is not, an “interested person” of the Corporation, as defined in the Investment Company Act of 1940, as amended, and the rules promulgated thereunder (the “Investment Company Act”) and information regarding such individual that is sufficient, in the discretion of the Board of Directors or any committee thereof or any authorized officer of the Corporation, to make such determination and (D) all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder (including such individual’s written consent to being named in the Corporation’s proxy statement and accompanying proxy card as a nominee and to serving as a director if elected); (2) as to any other business that the stockholder proposes to bring before the meeting, a description of such business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws of the Corporation, the language of the proposed amendment), the reasons for proposing such business at the meeting and any material interest in such business of such stockholder and any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder and the Stockholder Associated Person therefrom; and (3) as to the stockholder giving the notice and any Stockholder Associated Person:(A) the class, series and number of all shares of stock of the Corporation which are owned of record or beneficially by such stockholder and by such Stockholder Associated Person, if any, including any shares of any class or series of capital stock of the Corporation as to which such stockholder and such beneficial owner or any of its affiliates or associates has a right to acquire beneficial ownership at any time in the future; (B) the name and address of such stockholder, as they appear on the Corporation’s stock ledger and current name and address, if different, and of such Stockholder Associated Person; (C) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such stockholder’s notice, (C) a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among such stockholder and/or such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, including, in the case of a nomination, the nominee, including any agreements, arrangements or understandings relating to any compensation or payments to be paid to any such proposed nominee(s), pertaining to the nomination(s) or other business proposed to be brought before the meeting of stockholders (which description shall identify the name of each other person who is party to such an agreement, arrangement or understanding), (D) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder and such beneficial owners, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the Corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to securities of the Corporation, (E) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (F) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee, (y) otherwise to solicit proxies or votes from stockholders in support of such proposal or nomination and/or (z) to solicit proxies in support of any proposed nominee in accordance with Rule 14a-19 promulgated under the Exchange Act, (G) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, (H) any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the Exchange Act), agreement, arrangement, understanding or relationship pursuant to which such stockholder or beneficial owner has or shares a right to, directly or indirectly, vote any shares of any class or series of capital stock of the Corporation, (I) any rights to dividends or other distributions on the shares of any class or series of capital stock of the Corporation, directly or indirectly, owned beneficially by such stockholder or beneficial owner that are separated or separable from the underlying shares of the Corporation, and (J) any performance-related fees (other than an asset based fee) that such stockholder or beneficial owner, directly or indirectly, is entitled to based on any increase or decrease in the value of shares of any class or series of capital stock of the Corporation or any interests described in clause (3)(D). The foregoing notice requirements of this paragraph (a)(ii) of this Section 2.7 shall be deemed satisfied by a stockholder with respect to business other than a nomination if the stockholder has notified the Corporation of such stockholder’s intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. The Corporation may require any proposed nominee to furnish such other information as the Corporation may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation.

(iii) Notwithstanding anything in this subsection (a) of this Section 2.7 to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement of such action at least 55 days prior to the first anniversary of the date of mailing of the notice of the preceding year’s annual meeting, a stockholder’s notice required by this Section 2.7(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive office of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth (10^th) day following the day on which such public announcement is first made by the Corporation.

(iv) For purposes of this Section 2.7, “Stockholder Associated Person” of any stockholder shall mean (1) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (2) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder, and (3) any person controlling, controlled by or under common control with such Stockholder Associated Person.

(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected (i) pursuant to the Corporation’s notice with respect to such meeting, (ii) by or at the direction of the Board of Directors, or (iii) provided that the Board of Directors or the stockholders pursuant to Section 2.2 of these Bylaws have determined that directors shall be elected at such special meeting, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.7 and at the time of the special meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 2.7. The number of nominees a stockholder may nominate for election at the special meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any such stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by subsection (ii) of Section 2.7(a) shall be delivered to the Secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting at which directors are to be elected. In no event shall the public announcement of a postponement or adjournment of a special meeting commence a new time period (or extent any time period) for the giving of a stockholder’s notice as described above.

(i) Upon written request by the Secretary or the Board of Directors or any committee thereof, any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders shall provide, within five (5) Business Days of delivery of such request (or such other period as may be specified in such request), written verification, satisfactory, in the discretion of the Board of Directors or any committee thereof or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 2.7.

(ii) Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act, only such individuals who are nominated in accordance with this Section 2.7 shall be eligible for election by stockholders as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 2.7. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty (a) to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 2.7 and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 2.7, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding anything to the contrary in these Bylaws, unless otherwise required by law, if any stockholder or Stockholder Associated Person (i) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act with respect to any proposed nominee and (ii) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) promulgated under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such stockholder or Stockholder Associated Person has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence), then the nomination of each such proposed nominee shall be disregarded, notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Corporation (which proxies and votes shall be disregarded). Upon request by the Corporation, if any stockholder or Stockholder Associated Person provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such stockholder or Stockholder Associated Person shall deliver to the Corporation, no later than five (5) Business Days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act. Notwithstanding the foregoing provisions of this Section 2.7, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.7, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(iii) For purposes of this Section 2.7, (1) the “date of mailing of the notice” shall mean the date of the proxy statement for the solicitation of proxies for election of directors and (2) “public announcement” shall mean disclosure (A) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or comparable news service or (B) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to the Exchange Act or the Investment Company Act. For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or other day on which banking institutions in the State of Delaware are authorized or obligated by law or executive order to close.

(iv) Notwithstanding the foregoing provisions of this Section 2.7, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.7. Nothing in this Section 2.7 shall be deemed to affect any right of a stockholder to request inclusion of a proposal in, nor the right of the Corporation to omit a proposal from, the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act.

(v) In addition to the requirements set forth elsewhere in these Bylaws, to be eligible to be a nominee for election or re-election as a director of the Corporation, such proposed nominee or a person on such proposed nominee’s behalf must deliver (with respect to a nomination made by a stockholder pursuant to this Section 2.7, in accordance with the time periods for delivery of timely notice under this Section 2.7), to the Secretary of the Corporation at the principal executive offices of the Corporation a completed and signed questionnaire with respect to the background and qualification of such proposed nominee and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such proposed nominee (i) is not and will not become a party to (x) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (y) any Voting Commitment that could limit or interfere with such proposed nominee’s fiduciary duties under applicable law, (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation, and (iii) would be in compliance, if elected as a director of the Corporation, and will comply with, all applicable publicly disclosed corporate governance, code of conduct and ethics, conflict of interest, confidentiality, corporate opportunities, trading and any other policies and guidelines of the Corporation applicable to directors.

(vi) A stockholder providing notice of a proposed nomination for election to the Board (given pursuant to this Section 2.7) shall update and supplement such notice from time to time to the extent necessary so that the information provided or required to be provided in such notice shall be true and correct (x) as of the record date for the meeting and (y) as of the date that is fifteen (15) days prior to the meeting or any adjournment or postponement thereof. Any such update and supplement shall be delivered in writing to the Secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) days after the record date for the meeting (in the case of any update and supplement required to be made as of the record date for the meeting) and not later than ten (10) days prior to the date for the meeting or any adjournment or postponement thereof (in the case of any update or supplement required to be made as of fifteen (15) days prior to the meeting or adjournment or postponement thereof).

(d) Notwithstanding anything to the contrary contained in this Section 2.7, at any time prior to the date when Michael Nieri (the “Principal Stockholder”) and his affiliates and associates (other than the Corporation and any entity that is controlled by the Corporation) (the “Principal Stockholder Affiliates”) collectively cease to beneficially own in the aggregate (directly or indirectly) at least 10% of the voting power of the then outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors (the “Advance Notice Trigger Date”), each of the Principal Stockholder and the Principal Stockholder Affiliates shall not be subject to the advance notice procedures set forth in this Section 2.7 with respect to any nomination or business proposed to be brought by such Principal Stockholder or Principal Stockholder Affiliate before an annual meeting of stockholders or any nomination proposed to be brought by such Principal Stockholder before a special meeting of stockholders called by the Corporation for the purposes of electing directors. Prior to the Advance Notice Trigger Date, if the Principal Stockholder or a Principal Stockholder Affiliate seeks to bring a nomination or other business before an annual or special meeting, as appliable, the notice of such nomination or business (which, for the avoidance of doubt, does not need to comply with the requirements of this Section 2.7) must be delivered to the Corporation at any time prior to the mailing of the definitive proxy statement pursuant to Section 14(a) of the Exchange Act related to such meeting of stockholders.

Section 2.8 Voting.

(a) Except as otherwise provided by these Bylaws, each director shall be elected by the vote of the majority of the votes cast with respect to that director’s election at any meeting for the election of directors at which a quorum is present, provided that if, as of the tenth (10th) day preceding the date the Corporation first mails its notice of meeting for such meeting to the stockholders of the Corporation, the number of nominees exceeds the number of directors to be elected (a “Contested Election”), the directors shall be elected by the vote of a plurality of the votes cast. For purposes of this Section 2.8, a majority of votes cast shall mean that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with “abstentions” and “broker nonvotes” not counted as a vote cast either “for” or “against” that director’s election).

In order for any incumbent director to become a nominee of the Board of Directors for further service on the Board of Directors, such person must submit an irrevocable resignation, contingent on (i) that person not receiving a majority of the votes cast in an election that is not a Contested Election, and (ii) acceptance of that resignation by the Board of Directors in accordance with the policies and procedures adopted by the Board of Directors for such purpose. In the event an incumbent director fails to receive a majority of the votes cast in an election that is not a Contested Election, the nominating and governance committee, or such other committee designated by the Board of Directors pursuant to these Bylaws, shall make a recommendation to the Board of Directors as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board of Directors shall act on the resignation, taking into account the committee’s recommendation, and publicly disclose (by a press release and filing an appropriate disclosure with the Securities and Exchange Commission) its decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision within ninety (90) days following certification of the election results. The committee in making its recommendation and the Board of Directors in making its decision each may consider any factors and other information that they consider appropriate and relevant.

(b) All other matters submitted to the stockholders at any meeting, at which a quorum is present shall, unless a different or minimum vote is required by the certificate of incorporation, these bylaws, the rules or regulations of any stock exchange applicable to the corporation, or any law or regulation applicable to the corporation or its securities, in which case such different or minimum vote shall be the applicable vote on the matter, be decided by a majority of the votes cast.

Section 2.9 Inspectors of Elections. The Corporation may, and shall if required by law, appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives of the Corporation, to act at the meeting and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act, or if all inspectors or alternates who have been appointed are unable to act, at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by the DGCL.

Section 2.10 Conduct of Meetings.

(a) The Chief Executive Officer shall preside at all meetings of the stockholders. In the absence of the Chief Executive Officer, the Chairman of the Board shall preside at a meeting of the stockholders. In the absence of the Chief Executive Officer or the Chairman of the Board, the President shall preside at a meeting of the stockholders. In the absence of each of the Chief Executive Officer, the Chairman of the Board and the President, the Secretary shall preside at a meeting of the stockholders. In the anticipated absence of all officers designated to preside over the meetings of stockholders, the Board of Directors may designate an individual to preside over a meeting of the stockholders.

(b) The chairman of the meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting.

(c) The Board of Directors may, to the extent not prohibited by law, adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may to the extent not prohibited by law include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless, and to the extent, determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 3.2 Number and Tenure. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors shall be as fixed as set forth in the Certificate of Incorporation. The terms of directors shall be as set forth in the Certificate of Incorporation..

Section 3.3 Regular Meetings. The Board of Directors may, by resolution, provide the time and place for the holding of regular meetings of the Board of Directors.

Section 3.4 Special Meetings. Special meetings of the Board of Directors shall be called at the request of the Chairman of the Board, the Chief Executive Officer, or a majority of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place and time of the meetings.

Section 3.5 Action By Unanimous Consent of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the board or committee in the same paper or electronic form as the minutes are maintained.

Section 3.6 Notice. Notice of any special meeting shall be given to each director at his business or residence in writing, or by facsimile transmission, telephone communication or electronic transmission. If mailed, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five (5) days before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be transmitted at least twenty-four (24) hours before such meeting. If by telephone, the notice shall be given at least twelve (12) hours prior to the time set for the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting. A meeting may be held at any time without notice if all the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing or by electronic transmission, either before or after such meeting.

Section 3.7 Conference Telephone Meetings. Members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 3.8 Quorum. A whole number of directors equal to at least a majority of the total number of directors that the Corporation would have if there were no vacancies shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors there shall be less than a quorum present, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.9 Vacancies. Newly created directorships and vacancies on the Board of Directors shall be filled as set forth in the Certificate of Incorporation.

Section 3.10 Committees.

(a) The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that no committee shall have power or authority in reference to the following matters: (i) approving, adopting or recommending to stockholders any action or matter (other than the election or removal of directors) required by law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw.

(b) Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to these Bylaws.

Section 3.11 Removal. Directors shall be removed as set forth in the Certificate of Incorporation.

ARTICLE IV

OFFICERS

Section 4.1 Elected Officers. The elected officers of the Corporation shall be a Chief Executive Officer, a President, a Secretary, a Treasurer, and such other officers as the Board of Directors from time to time may deem proper. The Chairman of the Board shall be chosen from the directors. All officers chosen by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such officers shall also have powers and duties as from time to time may be conferred by the Board of Directors or by any duly authorized committee thereof.

Section 4.2 Election and Term of Office. The elected officers of the Corporation shall be elected by the Board of Directors. Each officer shall hold office for the term as determined by the Board of Directors.

Section 4.3 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board.

Section 4.4 Chief Executive Officer. The Chief Executive Officer shall be the general manager of the Corporation, subject to the control of the Board of Directors, and as such shall, subject to Section 2.10 (A) hereof, preside at all meetings of stockholders, shall have general supervision of the affairs of the Corporation, shall sign or countersign or authorize another officer to sign all certificates, contracts, and other instruments of the Corporation as authorized by the Board of Directors, shall make reports to the Board of Directors and stockholders, and shall perform all such other duties as are incident to such office or are properly required by the Board of Directors.

Section 4.5 President. The President shall be the chief operating officer of the corporation and shall be subject to the general supervision, direction, and control of the Chief Executive Officer unless the Board of Directors provides otherwise.

Section 4.6 Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chairman of the Board, the Chief Executive Officer, the President or by the Board of Directors, upon whose request the meeting is called as provided in these Bylaws. The Secretary shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to such Secretary by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President. The Secretary shall have custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President, and attest to the same.

Section 4.7 Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate receipts and disbursements in books belonging to the Corporation. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors the Chairman of the Board, the Chief Executive Officer or the President, taking proper vouchers for such disbursements. The Treasurer shall render to the Chairman of the Board, the Chief Executive Officer, the President and the Board of Directors, whenever requested, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board of Directors shall prescribe.

Section 4.8 Removal. Any officer elected by the Board of Directors may be removed at any time by the Board of Directors. No elected officer shall have any contractual rights against the Corporation for compensation by virtue of such election beyond the date of the election of his successor, his death, his resignation or his removal, whichever event shall first occur, except as otherwise provided in an employment contract or an employee plan.

Section 4.9 Vacancies. A newly created office and a vacancy in any office because of death, resignation, or removal may be filled by the Board of Directors for the unexpired portion of the term.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

Unless the Board of Directors has determined by resolution that some or all of any or all classes or series of stock shall be uncertificated shares, the interest of each stockholder of the Corporation shall be evidenced by certificates for shares of stock. The shares of the stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof in person or by his attorney, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.

Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by two authorized officers of the Corporation (it being understood that each of the Chairman of the Board of Directors, Vice Chairman of the Board of Directors, the Chief Executive Officer, the President, a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation shall be authorized officers for this purpose) representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), where the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 6.3 hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

Section 6.2 Right to Advancement of Expenses. The Corporation shall, to the fullest extent permitted by law, pay the expenses incurred in defending any proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise.

Section 6.3 Right of Indemnitee to Bring Suit. The rights to indemnification and to the advancement of expenses conferred in Section 6.1 and Section 6.2, respectively, shall be contract rights. If a claim under Section 6.1 or Section 6.2 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (b) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section 6.3 or otherwise shall be on the Corporation.

Section 6.4 Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under the Corporation’s Certificate of Incorporation, these Bylaws, or any statute, agreement, vote of stockholders or disinterested directors or otherwise.

Section 6.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 6.6 Amendment of Rights. Any amendment, alteration or repeal of this Article VI that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

Section 6.7 Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and to the advancement of expenses, to any employee or agent of the Corporation to the fullest extent of the provisions of this Section with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

ARTICLE VII

MISCELLANEOUS PROVISIONS

Section 7.1 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December of each year or as shall be otherwise determined by the Board of Directors.

Section 7.2 Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Certificate of Incorporation.

Section 7.3 Seal. The corporate seal, if any, shall have inscribed the name of the Corporation thereon and shall be in such form as may be approved from time to time by the Board of Directors.

Section 7.4 Waiver of Notice. Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of the DGCL, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders of the Board of Directors need be specified in any waiver of notice of such meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 7.5 Resignations. Any director or any officer, whether elected or appointed, may resign at any time by serving written notice of such resignation on the Chairman of the Board, the Chief Executive Officer or the Secretary, or by submitting such resignation by electronic transmission (as such term is defined in the DGCL), and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the Chairman of the Board, the Chief Executive Officer, or the Secretary or at such later date as is stated therein. No formal action shall be required of the Board of Directors or the stockholders to make any such resignation effective.

Section 7.6 Contracts. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, any contracts or other instruments may be executed and delivered in the name and on the behalf of the Corporation by such officer or officers of the Corporation as the Board of Directors may from time to time direct. Such authority may be general or confined to specific instances as the Board may determine. The Chairman of the Board, the Chief Executive Officer, the President or any Vice President may execute bonds, contracts, deeds, leases and other instruments to be made or executed for or on behalf of the Corporation. Subject to any restrictions imposed by the Board of Directors or the Chairman of the Board, the Chief Executive Officer, the President or any Vice President of the Corporation may delegate contractual powers to others under his jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

Section 7.7 Proxies. Unless otherwise provided by resolution adopted by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or any Vice President may from time to time appoint any attorney or attorneys or agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock and other securities of such other corporation or other entity, or to consent, in the name of the Corporation as such holder, to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he may deem necessary or proper. Any of the rights set forth in this Section 7.7 which may be delegated to an attorney or agent may also be exercised directly by the Chairman of the Board, the Chief Executive Officer, the President or any Vice President.

ARTICLE VIII

AMENDMENTS

Subject to the provisions of the Corporation’s Certificate of Incorporation, these Bylaws may be adopted, amended or repealed by the Board of Directors. Subject to the provisions of the Certificate of Incorporation, the stockholders shall also have the power to adopt, amend or repeal these Bylaws, provided that in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by the Certificate of Incorporation, the affirmative vote of the holders of at least two thirds (2/3) of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend or repeal any provision of these Bylaws.

Exhibit 10.9

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 30^th day of March, 2023 (hereinafter the “Effective Date”) by and between United Homes Group, Inc., a Delaware corporation (“UHG” or the “Company”), and Michael Nieri, an individual (the “Executive”).

RECITALS

WHEREAS, UHG desires that the Executive be employed by the Company from and after the Effective Date to carry out the duties and responsibilities described below, all on the terms and conditions hereinafter set forth, and the Executive desires to accept such employment on such terms and conditions, and

NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

1. Employment and Duties.

1.1 Employment. The Company hereby agrees to employ the Executive, and the Executive hereby accepts such employment, subject to the terms and conditions expressly set forth in this Agreement, including, but not limited to, Section 7 of this Agreement. The Executive hereby agrees to such employment on the terms and conditions expressly set forth in this Agreement.

1.2 Position and Duties.

(a) The Executive shall serve the Company as its Chief Executive Officer and shall perform and have the responsibilities, duties, status and authority customary for a position in an organization of the size and nature of the Company.

(b) The Executive will report to the Board of Directors.

(c) The Executive will fulfil his responsibilities and obligations subject to the lawful directives of the Company’s Board of Directors (the “Board”), and subject to the policies of the Company as in effect from time to time (including, without limitation, the Company’s business conduct and ethics policies, as they may be amended from time to time).

1.3 Time Commitment.

(a) For so long as the Executive is employed with the Company, the Executive shall devote the substantial majority of the Executive’s business time, energy and skill to the performance of the Executive’s duties for the Company.

(b) During the Term (as defined below), the Executive may hold positions and business interests and engage in outside activities that do not compete with the Business provided that they do not materially interfere with the fulfilment of the Executive’s responsibilities and obligations hereunder. Without limiting the foregoing, the Executive may serve on charitable or civic boards or committees, may hold directorships in business enterprises that do not compete with the Business, and may own and manage interests in investments and other enterprises that do not compete with the Business.

1.4 No Conflicting Obligations. The Executive hereby represents to the Company: (i) that the execution and delivery of this Agreement by the Executive and the Company and the performance by the Executive of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or otherwise bound; (ii) that the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his duties hereunder; and (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement with any other person or entity which would prevent, or be violated by, the Executive (x) entering into this Agreement or (y) carrying out his duties hereunder.

1.5 Location. The Executive’s principal place of employment shall be the offices of the Company located in the Greater Columbia, South Carolina area. The Executive acknowledges that he may be required to travel from time to time in the course of performing his duties for the Company.

2. Term.

2.1 Commencement. The Executive’s employment under this Agreement shall commence upon the Effective Date.

2.2 Term.

(a) The period from the Effective Date until the first to occur of the termination of the Executive’s employment under this Agreement, or the termination of this Agreement, pursuant to the terms hereof, is hereinafter referred to as the “Term” or the “Employment Period.”

(b) Unless earlier terminated under the terms of this Agreement, this Agreement and the status and obligations of the Executive thereunder as an employee of the Company shall be effective for a period ending five (5) years after the Effective Date (the “Initial Term”); provided, however, that such Initial Term shall automatically renew each year for an additional one (1) year on each anniversary of the Effective Date up to a maximum of five (5) further years (each a “Renewal Term” and, collectively with all Renewal Terms and the Initial Term, the “Term”).

(c) This Agreement and the Executive’s employment hereunder shall terminate if either the Executive or the Company notifies the other Party not less than thirty (30) days prior to the expiration of the Term of its non-renewal of, or declines to renew after having been given notice by the other that he or it wishes to renew, this Agreement at the expiration of the Term (a “Non-Renewal”). If neither the Company nor the Executive notify the other of such a Non-Renewal not less than thirty (30) days prior to the expiration of the Term, then this Agreement will automatically renew for a further twelve (12) months, and the Term will be deemed to have been extended accordingly.

3. Compensation.

3.1 Base Salary. During the Term, the Executive’s base salary (the “Base Salary”) shall be paid in accordance with the Company’s regular payroll practices in effect from time to time, but not less frequently than in monthly installments. Starting with the first day of the Executive’s employment, the Executive’s Base Salary shall be paid at an annualized rate of one million thirty three thousand nine hundred and seven U.S. dollars ($1,033,907.00). The Executive’s Base Salary shall be reviewed and increased annually by the Board or a committee thereof.

3.2 Incentive Bonus.

(a) The Executive may be eligible for an annual performance bonus with respect to each calendar year during the Term (the “Annual Bonus”), which the compensation committee of the Board (the “Compensation Committee”) will establish on an annual basis at or near the beginning of each calendar year in the Term for the Executive for the upcoming year, and will communicate such amount and applicable performance metrics related to the attainment of such Annual Bonus to the Executive in writing.

(b) The amount of the Annual Bonus and the determination of whether applicable performance metrics have been satisfied will be made by the Compensation Committee at a time convenient to the Compensation Committee, but typically within sixty (60) calendar days of the end of each bonus year. The actual Annual Bonus earned for the year (if any) shall be paid in a single cash lump sum payment no later than March 15 of the year following the year in which the bonus is earned, subject to the Executive’s continued employment by the Company or its affiliates through the payment date, except as otherwise provided under the provisions of Section 6 below.

3.3 Equity Incentive Awards. As an inducement for the Executive to agree to be employed by the Company under the terms of this Agreement, subject to the approval of the Compensation Committee, the Executive shall be eligible to participate in and be granted Awards (as such term is defined in the Company’s 2022 / 2023 Equity Incentive Plan) under the Company’s 2022 / 2023 Equity Incentive Plan and under any future continuation, replacement, or equivalent plan, as such Awards shall be granted as part of the annual compensation package to Executives by the Compensation Committee (all such Awards, “Equity Awards”). The annual Equity Awards may consist of both time based awards with vesting occurring on either a quarterly or annual basis, and performance based awards pursuant to which vesting will be tied to metrics and objectives as may be determined or approved by the Compensation Committee of the Board of Directors of the Company, and which may (without limitation) include (as so determined by the Compensation Committee) criteria on either absolute and relative to peers return basis on gross profit percentage earned, number of homes closed or sold, percentage return on tangible or other capital, total equity or corporate capital, total shareholder returns, earnings before interest, tax and amortization (EBITDA) and discretionary allocations based on overall performance.

4. Benefits.

4.1 Retirement, Welfare and Fringe Benefits. During the Term, the Executive shall be eligible to participate in all employee retirement and welfare benefit plans and programs, and fringe benefit plans and programs, made available by the Company to the Company’s executive employees generally, in accordance with the terms of such plans and as such plans or programs may be in effect from time to time, which benefits will include without limitation health care coverage, vision and dental, and life insurance.

4.2 Reimbursement of Business Expenses. During the Term, the Executive shall be authorized to incur reasonable expenses in carrying out the Executive’s duties for the Company under this Agreement and shall be eligible for reimbursement of all such reasonable business expenses, subject to the Company’s expense reimbursement policies as in effect from time to time.

4.3 Vacation and Other Leave. During the Term, the Executive’s annual rate of vacation accrual shall be five (5) weeks per year; provided that such vacation shall accrue and be subject to the Company’s vacation policies as in effect from time to time. The Executive shall also be eligible for all other holiday and leave pay generally available to other executives of the Company.

4.4 D&O and Other Insurance. During the Term of this Agreement, the Company shall maintain a directors’ and officers’ liability insurance policy, or an equivalent errors and omissions liability insurance policy, and an employment practices liability insurance policy, in each case with coverage, scope, exclusions, amounts, and deductibles comparable to those of similar sized and similarly placed public companies. In the case of a directors’ and officers’ liability insurance policy, such policy shall be secondary to and will not diminish or detract from the primary obligation of the Company and/or its subsidiaries to indemnify the Executive under applicable Delaware law, under the Company’s articles of incorporation and/or bylaws, and under any applicable contract of indemnification.

5. Termination of Employment.

5.1 Generally. The Executive’s employment by the Company, and the Term may be terminated at any time (i) by the Company with or without Cause, (ii) by the Company in the event that the Executive has incurred a Disability, (iii) by the Executive with Good Reason, (iv) by the Executive without Good Reason, or (v) due to the Executive’s death.

5.2 Notice of Termination.

(a) Any termination of the Executive’s employment under this Agreement (other than because of the Executive’s death) shall be communicated by written notice of termination from the terminating party to the other party, which termination shall be effective (i) no less than thirty (30) days following delivery of such notice in the event of a termination by the Executive for Good Reason or by the Company without Cause or due to Disability (provided that the Company shall be entitled to pay the Executive his or her Base Salary for such thirty (30) day period in lieu of such thirty (30) days’ notice) or (ii) immediately following the conclusion of the procedures set forth in Section 5.2(b) in the event of a termination by the Company with Cause or resignation by the Executive without Good Reason. The notice of termination shall indicate the specific provision(s) of this Agreement relied upon in effecting the termination and shall state the specific reason(s) why the termination is being initiated.

(b) Notwithstanding the foregoing, the termination of the Executive shall not be deemed to be for Cause unless and until: (A) the Board shall have provided the Executive with a notice of termination as set forth in Section 5.2(a), specifying in detail the basis for the termination of employment for Cause and the provision(s) under this Agreement on which such termination is based, and (B) in the case of subsections (2) and (3) of Section 6.11(a)(i), the Executive shall have had the opportunity to cure such breach within the time period specified, and (C) in all cases where Cause is alleged, the Executive shall have had a reasonable opportunity to prepare and present his case to the full Board (with the assistance of his own counsel) before any termination for Cause is finalized by a vote of a majority of the Board, including a majority of independent directors (not including the vote of the Executive). Nothing herein shall limit or otherwise prevent the Executive from challenging judicially any determination of Cause as made by the Board hereunder.

(c) The date on which the Executive’s employment hereunder terminates is herein referred to as the “Severance Date”.

6. Payments and Benefits Upon Termination of Employment.

6.1 Termination Without Cause or for Good Reason. In the event the Employment Period terminates under this Agreement as a result of the Company terminating the Executive’s employment without Cause (other than because of death or Disability) or the Executive terminating his employment for Good Reason, the Company will pay or deliver to the Executive the following amounts and grant the Executive the following rights and benefits.

(a) The Company will pay the Executive any earned and unpaid Base Salary up to and including the Severance Date, and any unpaid expense reimbursements pursuant to this Agreement that are due and owing to the Executive (collectively, the “Accrued Obligations”).

(b) The Company will pay or provide the Executive, to the extent not already paid or provided, any and all vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive as of the Severance Date under any plan, program, policy, practice, contract, or agreement of the Company and its affiliates, including without limitation under any tax qualified pension or savings or 401(K) plans of the Company (the “Other Benefits”).

(c) The Company will pay the Executive any Annual Bonus(es) that the Executive earned for any fiscal year(s) prior to the fiscal year in which the Severance Date occurred to the extent that such Annual Bonus(es) had not yet been paid before the Severance Date (the “Arrear Bonuses”).

(d) The Company will pay the Executive (1) an amount equal to twenty four (24) months of the Executive’s Base Salary at the rate in effect on the Severance Date (the “Base Severance Benefit”) and (2) an amount equal to the greater of two times (i) the Executive’s average Annual Bonus for the three (3) completed fiscal years immediately preceding the Severance Date, or, if such Severance Date occurs before the third anniversary of the Effective Date, the period from the Effective Date to the Severance Date, or (ii) the Executive’s potential Target Bonus for the year in which the Severance Date occurs (the “Incentive Severance Benefit”). Notwithstanding the foregoing, if the Base Severance Benefit together with the Incentive Severance Benefit is less than five (5) times the Executive’s Base Salary at the rate in effect on the Severance Date, then the aggregate amount thereof will be increased to an amount equal to five (5) times the Executive’s Base Salary at the rate in effect on the Severance Date.

(e) Any fully vested Equity Awards previously granted to the Executive (“Vested Equity Awards”), if not then already delivered or paid, shall be delivered or paid to the Executive. Any Equity Awards held by the Executive as of the Severance Date not then based on performance will be and become 100% vested and delivered or paid to the Executive on the Severance Date (“Accelerated Equity Awards”). With respect to any Equity Awards held by the Executive as of the Severance Date the amount of which is based on the attainment of specified levels of performance, the amount of such Equity Awards to be vested and delivered to the Executive shall be equal to the greater of: (1) the amount payable upon attainment of the target level for performance without proration of any kind; or (2) if actual performance has exceeded the target level as of the Severance Date, the actual performance achieved based on a proration of the original performance goals from the period from the beginning of the measurement period through the Severance Date, pro rated against the full measurement period that would otherwise have extended beyond the Severance Date.

(f) The Company will extend the COBRA coverage benefits required by law and under Section 6.5(a).

(g) If the Severance Date occurs within twelve (12) months preceding a Change in Control or an executed agreement that would result in a Change in Control, or within twenty-four (24) months following a Change in Control, the Company shall:

(i) in lieu of the payment provided for in Section 6.1(d), pay the Executive an amount equal to thirty six (36) months of the Executive’s Base Salary at the rate in effect on the Severance Date;

(ii) in lieu of the payment provided for in Section 6.1(d), pay the Executive an amount equal to three times the greater of (i) the Executive’s average Annual Bonus for the three (3) completed fiscal years immediately preceding the Severance Date or, if such Severance Date occurs before the third anniversary of the Effective Date, the period from the Effective Date to the Severance Date, or (ii) the Executive’s potential Target Bonus for the year in which the Severance Date occurs.

(iii) Notwithstanding the foregoing, if the aggregate of the amounts payable under Sections 6.1(g)(i) and 6.1(g)(ii) is less than six (6) times the Executive’s Base Salary at the rate in effect on the Severance Date, then the aggregate amount thereof will be increased to an amount equal to six (6) times the Executive’s Base Salary at the rate in effect on the Severance Date.

(iv) For clarity, the Executive will also receive the vesting of the Equity Awards provided for in Section 6.1(e).

(h) Upon a termination of the Employment Period by the Company without Cause or by the Executive for Good Reason, the Executive shall not be entitled to any other compensation or benefits not expressly provided for in this Section 6.1, regardless of the time that would otherwise remain in the Employment Period had the Employment Period not been terminated without Cause or for Good Reason. The Company shall have no additional obligations under this Agreement except as provided in this Section 6.1.

(i) As a condition precedent to any Company obligation to pay the Executive the Arrear Bonuses, the Base Severance Benefit, the Incentive Severance Benefit, and any Equity Awards under Section 6.1(e) other than Vested Equity Awards, the Executive shall execute and deliver the Release required by Section 6.10 within the Release Period and thereafter not revoke the Release within the applicable revocation period.

(j) Unless otherwise specified or required in Section 6.8(c), the Company shall pay and/or deliver (i) the Accrued Obligations and the Other Benefits with the Company’s first payroll cycle following the Severance Date, or, in the case of the Other Benefits, otherwise in accordance with applicable plan documents, (ii) the Arrear Bonuses, the Base Severance Benefit, and the Incentive Severance Benefit to the Executive in a single lump cash sum payment with the Company’s first payroll cycle following the expiration of the full 60-day Release Period or the conclusion of the applicable revocation period, whichever date is later, (iii) the Vested Equity Awards on the Severance Date, and (iv) all Accelerated Equity Awards with the Company’s first payroll cycle following the expiration of the full 60-day Release Period. All payments will be less applicable federal, state, and local tax and other withholdings.

(k) The Executive agrees that the payments and benefits contemplated by this Section 6.1 shall constitute the exclusive and sole remedy for any termination of his employment during the term of this Agreement by the Company other than for Cause or by the Executive for Good Reason, and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment.

6.2 Termination for Cause or by Executive other than For Good Reason.

(a) If the Executive’s employment is terminated during the Employment Period by the Company for Cause or by the Executive other than for Good Reason and other than in consequence of death or Disability, then the Company shall:

(i) pay the Executive the Accrued Benefits and the Other Benefits;

(ii) pay or deliver any benefits or compensation provided under the Vested Equity Awards in accordance with the provisions of such Equity Awards;

(iii) extend the COBRA coverage benefits required by law and under Section 6.5.

(b) Unless otherwise specified or required in Section 6.8(c), the Company shall pay and/or deliver such payments with the Company’s first payroll cycle following the Severance Date (or such earlier date as may be required by law), or, in the case of the Other Benefits, otherwise in accordance with applicable plan documents. All payments will be less applicable federal, state, and local tax and other withholdings.

(c) Except as provided in this Section 6.2, the Company shall have no additional obligations under this Agreement for any termination of the Executive’s employment during the term of this Agreement by the Company for Cause or by the Executive other than for Good Reason or for death or Disability.

6.3 Termination for Death or Disability.

(a) If the Executive’s employment is terminated in consequence of the death or Disability of the Executive, then the Company shall:

(i) pay the Executive or his estate the Accrued Benefits, the Arrear Bonuses and the Other Benefits;

(ii) pay or deliver any benefits or compensation provided under the Vested Equity Awards in accordance with the provisions of such Equity Awards;

(iii) pay Accelerated Equity Awards as described in Section 6.1(f);

(iv) pay (12) months of the Executive’s Base Salary at the rate in effect on the death or Disability date; and

(v) extend the COBRA coverage benefits required by law and under Section 6.5(a).

(c) Except as provided in this Section 6.3, the Company shall have no additional obligations under this Agreement for any termination of the Executive’s employment during the term of this Agreement in consequence of death or Disability.

6.4 Termination upon Non-Renewal.

(a) If the Executive’s employment is terminated in consequence of a Non-Renewal at the instance of the Executive, then the Executive shall be paid the amounts and benefits set forth in Section 6.2 as though such termination had been by the Executive other than for Good Reason and other than in consequence of death or Disability, and the following provisions of this Section 6.4 will not apply.

(b) If the Executive’s employment is terminated in consequence of a Non-Renewal at the instance of the Company, then the Company shall:

(i) pay the Executive the Accrued Benefits, the Arrear Bonuses, the Other Benefits, and the Base Severance Benefit;

(ii) pay or deliver any benefits or compensation provided under the Vested Equity Awards in accordance with the provisions of such Equity Awards;

(iii) extend the COBRA coverage benefits required by law and under Section 6.5.

(c) As a condition precedent to any Company obligation to pay the Executive the Arrear Bonuses and the Base Severance Benefit, the Executive shall execute and deliver the Release required by Section 6.10 within the Release Period and thereafter not revoke the Release within the applicable revocation period.

(d) Unless otherwise specified or required in Section 6.8(c), the Company shall pay and/or deliver such payments (i) of the Accrued Benefits and the Other Benefits with the Company’s first payroll cycle following the Severance Date (or such earlier date as may be required by law), or, in the case of the Other Benefits, otherwise in accordance with applicable plan documents, and (ii) of the Arrear Bonuses and the Base Severance Benefit in a single lump cash sum payment with the Company’s first payroll cycle following the expiration of the full 60-day Release Period or the conclusion of the applicable revocation period, which date is later. All payments will be less applicable federal, state, and local tax and other withholdings.

(e) If the Severance Date upon a Non-Renewal at the instance of the Company occurs within six (6) months preceding or within twenty-four (24) months following a Change in Control, then such Non-Renewal will for all purposes hereunder be treated as a Termination by the Company without Cause under Section 6.1, and the provisions of Section 6.1 will apply in full in place of the provisions of this Section 6.4.

(f) Except as provided for in this Section 6.4, the Company shall have no additional obligations under this Agreement for any termination of his employment upon a Non-Renewal.

6.5 COBRA Coverage.

(a) In the event the Employment Period terminates under this Agreement as a result of the Company terminating the Executive’s employment without Cause or the Executive terminating his employment for Good Reason, or because of the Executive’s death or Disability, then, if the Executive or his covered dependents timely elects continuation coverage under the Company’s group medical plan for the Executive and his covered dependents pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as “COBRA”), in accordance with ordinary plan practices, the Company shall make the following payments with respect to and on account of such continuation coverage.

(b) The Company will pay, for sixty (60) months, all healthcare coverage premiums incurred by the executive with respect to himself and his covered dependents.

(i) During the COBRA continuation period, the Company will pay the full healthcare premium incurred with respect to the level of coverage the Executive and his covered dependents are enrolled in the Company’s group medical plan at the Severance Date.

(ii) Unless direct payment by the Company of such COBRA payments is permitted by applicable law, the Executive and/or covered dependents shall pay the full cost of the premiums for such coverage, as determined and set under the then current practices of the Company, on the first day of each month such coverage is provided, and the Company shall reimburse the Executive and/or the covered dependents therefor (the “COBRA Reimbursement Amounts”). To the extent the Executive is precluded from participation in the Company’s medical plan due to Medicare eligibility and/or requirements to enroll in Medicare, the Executive will receive reimbursement from the Company of the full amount of the premiums therefor during the COBRA continuation period.

(iii) Any COBRA Reimbursement Amounts to be paid by the Company to the Executive and/or the covered dependents under this Section 6.5 shall be made on the tenth (10th) day of each month the Executive pays the amount required by this Section 6.5 for COBRA continuation coverage, commencing on the first such date immediately following the effective date of the Release under Section 6.1(i) (the “First Reimbursement Date”), and any installment of the COBRA Reimbursement Amount that would have otherwise been paid prior to the First Reimbursement Date shall instead be accumulated and paid on the First Reimbursement Date.

(iv) Following the conclusion of the COBRA continuation period, and for the remaining balance of such sixty (60) months, the Company will reimburse the full healthcare premiums incurred by the Executive for health care coverage with respect to the Executive and his covered dependents (the “Follow-on Reimbursement Amounts”), including without limitation Medicare premiums if applicable. All such Follow-on Reimbursement Amounts will be paid by the Company to the Executive and/or the covered dependents on the tenth (10th) day of each month during which the Executive or any covered dependent pays such premiums.

(v) In the event of the death of the Executive, the surviving spouse of the Executive and any other covered dependents of the Executive will be entitled to the continued reimbursement of all such COBRA Reimbursement Amounts and Follow-on Reimbursement Amounts.

6.6 Mitigation. In no event shall the Executive be obligated to seek other employment or to take any other action by way of mitigation of the amounts payable to the Executive under the provisions of this Section 6.

6.7 Excise Tax Limitation.

(a) Payment Limitation. Notwithstanding anything contained in this Agreement (or in any other agreement between the Executive and the Company) to the contrary, to the extent that any payments and benefits provided under this Agreement or any other plan or agreement of the Company (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, the Payments shall be reduced if and to the extent that a reduction in the Payments would result in the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than he would have retained had he been entitled to receive all of the Payments (such reduced amount is hereinafter referred to as the “Limited Payment Amount”). The Company shall reduce the Payments by first reducing or eliminating cash payments, then by reducing performance vesting equity awards, and then by reducing time based vesting equity awards, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the date the “Determination” (as defined in Section 7(b) below) is delivered to the Company and the Executive.

(b) Determination and Dispute. The determination as to whether the Payments shall be reduced to the Limited Payment Amount and the amount of such Limited Payment Amount (the “Determination”) shall be made at the Company’s expense by an accounting or consulting firm selected by the Company and reasonably acceptable to the Executive (the “Firm”). The Firm shall provide the Determination in writing, together with detailed supporting calculations and documentation, to the Company and the Executive on or prior to the effective Severance Date of the Executive’s employment if applicable, or at such other time as requested by the Company or by the Executive. Within ten (10) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”) in writing setting forth the precise basis of the Dispute. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive.

(c) Excise Tax is Obligation of the Executive. Any Excise Tax with respect to the Executive’s Payments shall be the sole obligation of the Executive, subject to any tax withholding obligation imposed on the Company with respect thereto.

6.8 Compliance with Section 409A.

(a) This Agreement and the payments hereunder are intended to be exempt, to the greatest extent possible, from the requirements of Section 409A of the Code, and to the extent not so exempt, to comply with the requirements of Section 409A of the Code, and shall be construed and administered consistent with, and to give full effect to, such intent. The payments to the Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation § 1.409A-1 (b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation § 1.409A-1(b)(4).

(b) In the event the terms of this Agreement would subject the Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and the Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that such amendment shall not increase or reduce (in the aggregate) the amounts payable to the Executive hereunder. Any taxable reimbursement payable to the Executive pursuant to this Agreement shall be paid to the Executive no later than the last day of the calendar year following the calendar year in which the Executive incurred the reimbursable expense. Any amount of expenses eligible for taxable reimbursement, or such in-kind benefit provided, during a calendar year shall not affect the amount of such expenses eligible for reimbursement, or such in-kind benefit to be provided, during any other calendar year. The right to such reimbursement or such in-kind benefits pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. A termination of employment shall not be deemed to have occurred for purposes of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A of the Code.

(c) If on the Severance Date of employment the Executive is a “specified employee” within the meaning of that term under Section 409A of the Code, then, notwithstanding any other provision herein, with regard to any payment or benefit that is properly treated as nonqualified deferred compensation under Section 409A of the Code (after taking into account all exclusions applicable to such payment or benefit) and is payable on account of such separation from service, such payment or benefit shall not be made or provided prior to the expiration of the earlier of the six-month period measured from the date of such separation from service, or the Executive’s death. All payments and benefits delayed pursuant to the preceding provisions of this Section 6.8 shall be paid to the Executive on the first payroll date following the end of the delay period.

6.9 Certain Requirements and Limitations.

(a) Notwithstanding the foregoing provisions of this Section 6, if the Executive breaches the Executive’s obligations under Section 7 of this Agreement, the Executive shall no longer be entitled to receive, and the Company shall no longer be obligated to pay, any remaining unpaid portion of any Arrear Bonuses, Base Severance Benefit, or Incentive Severance Benefit as of the date of such breach. Any disputes with respect to the application of this Section 6.9 will be subject to Section 10.8 hereof; provided that during the pendency of any such dispute, the Company will be entitled to withhold any payments pursuant to this Section 6.9.

(b) Payments made to the Executive pursuant to the provisions of this Section 6.9 shall be in lieu of any severance benefits otherwise due to the Executive under any severance pay plan or program maintained by the Company that covers its employees or executives generally.

6.10 Release. As a condition to certain payments set forth in Sections 6.1(i) and 6.4(c), and as set forth therein, the Executive shall, within sixty (60) days of the Severance Date (the full such 60-day period being the “Release Period”), execute, and not revoke within the applicable revocation period, and provide the Company with, a reasonable, valid, and executed general release substantially in the form presented by the Company at the time of his termination (the “Release”). Such general release shall exclude (i) any right to receive the Accrued Obligations, the Other Benefits and the Vested Equity Awards, and (ii) any claims that cannot be waived under applicable law, but shall include all other federal and state statutory, common law, and other claims based upon actual or alleged defamation, invasion of privacy, personal inconvenience, damage to personal reputation, or intentional or negligent infliction of emotional distress, federal Equal Pay Act, Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, the Genetic Information Non-Discrimination Act, any other federal or state laws which prohibit employment discrimination and/or employment termination in violation of public policy, breach of contract, breach of good faith and fair dealing and/or wrongful discharge, any claim based upon any federal or state statutory or common law theory of whistle blowing, retaliatory discharge, violation of public policy, breach of contract, tort or any other common law claim, and for costs, fees, or other expenses, including attorneys’ fees based on any such claims.

6.11 Certain Defined Terms.

(a) As used herein:

(i) “Cause” shall mean that one or more of the following has occurred:

(1) the Executive has been convicted of or plead guilty with respect to any felony (under the laws of the United States or any relevant state or jurisdiction, in the circumstances, thereof);

(2) the Executive has engaged in any willful misconduct, gross negligence, in each case, that would reasonably be expected to result in a material injury to the reputation, business or business relationships of the Company or any of its subsidiaries or affiliates;

(3) the Executive has willfully failed to perform or uphold his duties under this Agreement and/or willfully fails to comply with lawful directives of the Board, which failure does not cease within thirty (30) days after written notice specifying such failure in reasonable detail is given to the Executive by the Company; or

(4) the Executive has materially breached this Agreement;

(ii) The foregoing is an exclusive list of the acts or omissions that shall be considered Cause.

(b) As used herein, “Change in Control” shall mean the occurrence of any of the following events:

(i) Any transaction or event resulting in the beneficial ownership of voting securities, directly or indirectly, by any “person” or “group” (as those terms are defined in Sections 3(a)(9), 13(d), and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder) having “beneficial ownership” (as determined pursuant to Rule 13d-3 under the Exchange Act) of securities entitled to vote generally in the election of directors (“voting securities”) of the Company that represent greater than 35% of the combined voting power of the Company’s then outstanding voting securities (unless the Executive has beneficial ownership of at least 35% of such voting securities), other than any transaction or event resulting in the beneficial ownership of securities:

(1) by a trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by the Company or any person controlled by the Company or by any employee benefit plan (or related trust) sponsored or maintained by the Company or any person controlled by the Company; or

(2) by the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company; or

(3) pursuant to a transaction described in clause (iii) below that would not be a Change in Control under clause (iii).

(ii) Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election by the Company’s stockholders, or nomination for election by the Board, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an election contest with respect to the election or removal of directors or other solicitation of proxies or consents by or on behalf of a person other than the Board;

(iii) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (A) a merger, consolidation, reorganization, or business combination, (B) a sale or other disposition of all or substantially all of the Company’s assets, or (C) the acquisition of assets or stock of another entity, in each case, other than a transaction:

(1) which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, greater than 25% of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(2) after which no person or group beneficially owns voting securities representing greater than 50% of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially owning greater than 50% of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; or

(3) The approval by the Company’s stockholders of a liquidation or dissolution of the Company.

(iv) For purposes of clause (1) above, the calculation of voting power shall be made as if the date of the acquisition were a record date for a vote of the Company’s stockholders, and for purposes of clause (1) above, the calculation of voting power shall be made as if the date of the consummation of the transaction were a record date for a vote of the Company’s stockholders.

Notwithstanding the foregoing, to the extent that this definition of “Change in Control” fails to satisfy the provisions of Code Section 409A or the Treasury Regulations thereunder, the definition shall be conformed to achieve compliance in a manner which preserves as much of the original intent and language of the definition as possible.

(c) As used herein, the Executive shall be considered to have incurred a “Disability” if one of the following requirements are met:

(i) The Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or

(ii) The Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months receiving income replacement benefits for a period of not less than three months under an accident and health plan sponsored by the Company.

(d) As used herein, “Good Reason” shall mean that one or more of the following has occurred without the Executive’s written consent:

(i) a material negative change in the nature or scope of the Executive’s responsibilities, duties or authority (including no longer being a part of the senior management team) as set forth in Section 1;

(ii) a material reduction in the Executive’s Base Salary or bonus opportunities, excluding any reduction of up to ten percent (10%) that is applied across the senior management group of the Company;

(iii) the Executive’s required re-location to a worksite location which is more than fifty (50) miles from the Executive’s then current principal worksite without the Executive’s consent (such consent not to be unreasonably withheld), or

(iv) the Company’s material breach of this Agreement (excluding any delay of payment required or permitted under Code Section 409A);

provided however that, in any such case, the Executive provides written notice to the Company that the event giving rise to such claim of Good Reason has occurred within thirty (30) days after the occurrence of such event, and such Good Reason remains uncured thirty (30) days after the Executive has provided such written notice; provided further that any resignation of the Executive’s employment for “Good Reason” occurs no later than thirty (30) days following the expiration of such cure period.

6.12 Resignation from Directorships and Officerships. The termination of the Executive’s employment with the Company for any reason shall constitute the Executive’s resignation from (i) any director, officer or employee position the Executive has with the Company or any of its affiliates and (ii) all fiduciary positions (including as a trustee) the Executive holds with respect to any employee benefit plans or trusts established by the Company or any of its affiliates. The Executive agrees that this Agreement shall serve as written notice of resignation in this circumstance.

6.13 Post-Employment Activities. Beginning on the day following the Severance Date, the Executive (i) shall remove any reference to the Company as the Executive’s current employer from any social media or other web- or cloud-based source the Executive either directly or indirectly controls, including, but not limited to, LinkedIn, Facebook and Google+, and (ii) will not represent that the Executive is currently employed by the Company to any person or entity, including, but not limited to, on any social media or other web- or cloud-based source the Executive either directly or indirectly controls.

7. Protective Covenants.

7.1 Acknowledgements by the Executive. The Executive acknowledges and agrees that the Company has developed Trade Secrets and Confidential Information to assist it in its business. The Company employs or will employ the Executive in a position of trust and confidence. The Executive therefore acknowledges and agrees that the Company has a right to protect these legitimate business interests. Therefore, in consideration for the Company’s decision to employ or continue to employ the Executive; for the compensation and benefits provided to the Executive by the Company under this Agreement; in consideration of the time, investment and cost the Company has incurred and will continue to incur to train the Executive and enhance his skills, including, without limitation, access to Trade Secrets or Confidential Information, the Executive hereby agrees to the protective covenants in this Agreement. The Executive expressly agrees that the covenants in this Section 7 shall continue in effect through the entire Restricted Period regardless of whether the Executive is then entitled to receive any further payments or benefits from the Company. For purposes of this Section 7, the Company shall mean the Company together with its parents, subsidiaries and affiliates. It is further understood that the covenants contained in this Section 7 survive the term of this Agreement and bind the Executive so long as he is employed by the Company and including the two (2) years subsequent to the termination of that employment.

7.2 Confidential Information.

(a) The Executive agrees to execute and comply with the Company’s Employee Non-Disclosure Agreement in substantially the form attached hereto as Exhibit A (the “Non-Disclosure Agreement) and at all times to hold in strictest confidence, and not to use, except for the benefit of the Company, any of the Company’s Trade Secrets or Confidential Information (as each term is defined in the Non-Disclosure Agreement) or to disclose to any person, firm or entity any of the Company’s Trade Secrets or Confidential Information except (i) as authorized in writing by the Company’s Board, or (ii) as required by law.

(b) The Defend Trade Secrets Act (18 U.S.C. § 1833(b)) states: “An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Accordingly, the Executive shall have the right to disclose in confidence Trade Secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The Executive shall also have the right to disclose Trade Secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).

7.3 No Competing Employment.

(a) The Executive acknowledges that the nature of the Company’s business and the Executive’s position with the Company is such that if the Executive were to become employed by, or become substantially involved in, the business of a competitor of the Company during the Term or during the twelve (12) months following the termination of the Executive’s employment with the Company, it would be very difficult for the Executive not to rely on or use the Company’s trade secrets and Confidential Information.

(b) Thus, to avoid the inevitable disclosure of the Company’s Trade Secrets and Confidential Information, and to protect such Trade Secrets and Confidential Information, during the Executive’s employment with the Company and for a period of twelve (12) months after the date the Executive’s employment with the Company terminates for any reason (the “Restricted Period”), the Executive shall not directly, or by assisting others, engage in the business of (i) designing and construction of single-family residences, (ii) mortgage lending to purchasers of single-family residences, and (iii) the sale of insurance products to purchasers or owners of single-family residences (collectively, the “Business”) in any capacity identical with or corresponding to the capacity or capacities in which employed by the Company, anywhere within any and all counties in any state in which the Company has engaged in any single family residential building project for which the Company has invested resources, performed due diligence, planned land development and/or initiated real estate acquisitions or construction in the past twenty four (24) months or in which it is currently engaging in, or which it is actively planning to engage in, any of the foregoing activities.

(c) Notwithstanding the foregoing, (i) the Executive may purchase and hold only for investment purposes less than two percent (2%) of the shares of any Company in competition with the Company whose shares are regularly traded on a national securities exchange or inter-dealer quotation system, and (ii) the Executive may provide services to any business or entity that has a line of business, division, subsidiary or other affiliate that is a Competitive Business if, during the Restricted Period, the Executive is not employed directly in such line of business or division or by such subsidiary or other affiliate that is a Competitive Business and is not involved directly in the management, supervision or operations of such line of business, division, subsidiary or other affiliate that is a Competitive Business. The parties acknowledge and agree that, if necessary to determine the reasonable geographic scope of this restraint, the Company may rely on appropriate documentation and evidence outside the provisions of this Agreement.

7.4 Non-Solicitation of Employees. During the Restricted Period, the Executive shall not directly or indirectly solicit, induce, recruit, encourage, take away, or hire (or attempt any of the foregoing actions) or otherwise cause (or attempt to cause) any officer, representative, agent, director, employee or independent contractor of the Company to leave his or her employment or engagement with the Company either for employment with the Executive or with any other entity or person, or otherwise interfere with or disrupt (or attempt to disrupt) the employment or service relationship between any such individual and the Company. The Executive will not be deemed to have violated this Section 7.4 if employees respond to general advertisements for employment or if the Board provides unanimous prior written consent to the activities of the Executive (all such requests for consent will be given good faith consideration by the Board). Notwithstanding the foregoing, the Executive will be under no restriction with respect to, and will be free to solicit for employment and hire, and to cause to leave their engagement or employment with the Company, any officer, representative, agent, director, employee or independent contractor of the Company who is directly or indirectly related to or a family member of the Executive including without limitation by marriage.

7.5 Non-Disparagement. The Executive agrees that at no time during his employment with the Company or thereafter shall he make, or cause or assist any other person to make, any statement or other communication to any third party which impugns or attacks, or is otherwise critical of, the reputation, business or character of the Company or any of its affiliates, or any of its respective directors, officers, representatives, agents or employees. The Company agrees, in turn, that it will not make, in any authorized corporate communications to third parties, and it will direct the members of the Board and the executive management team not to make, cause or assist any other person to make, any statement or other communication to any third party which impugns or attacks, or is otherwise critical of, the reputation, business or character of the Executive.

7.6 Returning Company Documents. The Executive agrees that at the time of leaving the employ of the Company, he will deliver to the Company (and will not keep in his possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence (including emails), specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any items developed by the Executive pursuant to his employment with the Company or otherwise belonging to the Company, its successors or assigns. The Executive is not required to return any personal items; documents, files, or materials containing personal information (except to the extent such materials also contain Trade Secrets or Confidential Information); or documents or agreements of which he is a party.

7.7 Confidentiality of Agreement. The Executive agrees that, except as may be required by applicable law or legal process, during his employment with the Company and thereafter, he shall not disclose the terms of this Agreement to any person or entity other than the Executive’s accountants, financial advisors, attorneys or spouse, provided that such accountants, financial advisors, attorneys and spouse agree not to disclose the terms of this Agreement to any other person or entity.

7.8 Remedy for Breach. The Executive agrees that a breach of any of the covenants of this Section 7 would cause material and irreparable harm to the Company that would be difficult or impossible to measure, and that damages or other legal remedies available to the Company for any such injury would, therefore, be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if he breaches any term of this Section 7, the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement, at law or otherwise, to obtain injunctive or other appropriate equitable relief, without bond or other security, to restrain any such breach. Claims for damages and equitable relief in any court shall be available to the Company in lieu of, or prior to or pending determination in any arbitration proceeding. In the event the enforceability of any of the terms of this Agreement shall be challenged in court and the Executive is not enjoined from breaching any of the protective covenants, then if a court of competent jurisdiction finds that the challenged protective covenant is enforceable, the time periods shall be deemed tolled upon the filing of the lawsuit challenging the enforceability of this Agreement until the dispute is finally resolved and all periods of appeal have expired.

8. Defense of Claims. The Executive agrees that, during the term hereof, and for a period of five (5) years after termination of the Executive’s employment, upon request from the Company, the Executive will cooperate with the Company in the defense of any claims or actions that may be made by or against the Company that affect the Executive’s current or prior areas of responsibility, except if the Executive’s reasonable interests are adverse to the Company in such claim or action. The Company agrees that it shall reimburse the reasonable out of pocket costs and attorney fees the Executive actually incurs in connection with the Executive’s providing such assistance or cooperation to the Company, in accordance with the Company’s standard policies and procedures as in effect from time to time, provided that the Executive shall have obtained prior written approval from the Company for any travel or legal fees and expenses incurred by the Executive in connection with his obligations under this Section 8.

9. Source of Payments. All payments provided under this Agreement, other than payments made pursuant to a plan which provides otherwise, shall be paid in cash from the general assets of the Company, and no special or separate fund shall be established, and no other segregation of assets shall be made, to assure payment. The Executive shall have no right, title or interest whatsoever in or to any investments which the Company may make to aid the Company in meeting its obligations hereunder. To the extent that any person acquires a right to receive payments from the Company hereunder, such right shall be no greater than the right of an unsecured creditor of the Company.

10. Miscellaneous.

10.1 Assignment; Binding Effect.

(a) By the Executive. This Agreement and any and all rights, duties, obligations or interests hereunder shall not be assignable or delegable by the Executive.

(b) By the Company. This Agreement and all of the Company’s rights and obligations hereunder shall not be assignable by the Company except as incident to a reorganization, merger or consolidation, or transfer of all or substantially all of the Company’s assets.

(c) Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, any successors to or assigns of the Company and the Executive’s heirs and the personal representatives of the Executive’s estate.

10.2 Number and Gender. Where the context requires, the singular shall include the plural, the plural shall include the singular, and any gender shall include all other genders.

10.3 Section Headings. The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof.

10.4 Governing Law. This Agreement, including any claims or controversy arising out of or relating to this Agreement, and all questions relating to its validity, interpretation, performance and enforcement, as well as the legal relations hereby created between the parties hereto, shall be governed by and construed under, and interpreted and enforced in accordance with, the laws of the State of South Carolina without giving effect to any choice or conflict of law provisions or rule (whether of the State of South Carolina or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of South Carolina.

10.5 Survival of Certain Provisions. The rights and obligations set forth in Sections 5, 6, 7, 8, 9 and 10 shall survive any termination or expiration of this Agreement.

10.6 Entire Agreement. This Agreement embodies the entire agreement of the parties hereto respecting the matters within its scope. As of the date hereof, this Agreement supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bear upon the subject matter hereof. Any prior negotiations, correspondence, agreements, proposals or understandings relating to the subject matter hereof shall be deemed to be of no force or effect, and the parties to any such other negotiations, commitments, agreements or writings shall have no further rights or obligations thereunder. There are no representations, warranties, or agreements, whether express or implied, or oral or written, with respect to the subject matter hereof, except as expressly set forth herein.

10.7 Modifications, Waivers. This Agreement may not be amended, modified or changed (in whole or in part), except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

10.8 Jurisdiction, Venue, and Jury Trial Waiver. Each party irrevocably submits to (i) the exclusive jurisdiction of the South Carolina state courts and any federal court sitting in Columbia, South Carolina for purposes of any suit, action or other proceeding arising out of this Agreement that is brought by or against the other party, and (ii) the exclusive venue of such suit, action or proceeding in Columbia, South Carolina. EACH OF THE COMPANY AND THE EXECUTIVE IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

10.9 Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefore, or (iii) sent by overnight courier, signature required. Any notice shall be duly addressed to the parties as follows:

(a) if to the Company:

United Homes Group, Inc.

Attn.: Chief Executive Officer

90 N. Royal Drive

Irmo, South Carolina 29063

mnieri@unitedhomesgroup.com

(b) with a copy to:

United Homes Group, Inc.

Attn.: General Counsel

90 N. Royal Drive

Irmo, South Carolina 29063

stevelenker@unitedhomesgroup.com

10.10 Severability. If this Agreement shall for any reason be or become unenforceable in any material respect by any party, this Agreement shall thereupon terminate and become unenforceable by the other party as well. In all other respects, if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect, and if any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances, to the fullest extent permitted by law.

10.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

10.12 Legal Counsel; Mutual Drafting. Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so.

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IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date set forth above.

	“COMPANY”
	UNITED HOMES GROUP, INC.

	By:	/s/ Tom O’Grady
	Name:	Tom O’Grady
	Title:	Chief Administrative Officer

	“EXECUTIVE”

		Michael Nieri
		/s/ Michael Nieri
		Signature

Exhibit A

Employee Non-Disclosure Agreement

(attached)

EMPLOYEE NON-DISCLOSURE AGREEMENT

THIS EMPLOYEE NON-DISCLOSURE AGREEMENT (this “Agreement”) is made on the Effective Date (as hereinafter defined) by (“Employee”) in favor of United Homes Group, Inc., a Delaware corporation, on behalf of itself and its subsidiaries (“Employer”). The “Effective Date” is the date this Agreement is accepted by Employer.

In exchange for, and in consideration of, the sum of $1.00 from Employer to Employee, the receipt and sufficiency of which are hereby acknowledged, Employee covenants and agrees as follows:

1. Non-Disclosure. During Employee’s employment with Employer and for a period of 2 years thereafter, Employee covenants and agrees to hold in strict confidence and not to disclose or make accessible to anyone any of Employer’s Trade Secrets or Confidential Information (as those terms are hereinafter defined) to which Employee has or is given (or has had or been given) access as a result of or in connection with Employee’s employment by Employer. Employee acknowledges that Employer’s Trade Secrets have been acquired and maintained by Employer at great effort and expense, constitute valuable assets of Employer, and are maintained in secrecy by Employer.

For purposes of this Agreement, the term “Trade Secrets” means the trade secrets, confidential and proprietary business information, and confidential and proprietary customer information of Employer as defined by the South Carolina Trade Secrets Act, S.C. Code § 39-8-10 et seq. Employer’s Trade Secrets include, but are not limited to, the following: (a) the processes related to developing, designing, manufacturing, marketing, selling, distributing, and/or maintaining Employer’s business and products to and for customers; (b) availability requirements, costs, and price information regarding Employer’s business; (c) sources of new customers and Employer’s marketing plans, strategy and development tools related thereto; and (d) all suppliers, sources, availability, costs, and prices relating to Employer’s business. Employer’s Trade Secrets do not include information that is now or subsequently becomes part of the public domain through no fault of employee and information that subsequently comes into Employee’s possession from an independent third source not under an obligation of secrecy to Employee, which fact Employee can readily document.

For purposes of this Agreement, the term “Confidential Information” means all other confidential information of Employer (which may not constitute Trade Secrets as statutorily or contractually defined), including but not limited to financial information, forecasts, expirations, personally identifiable information of customers and/or employees (e.g., drivers licenses, social security cards, addresses, phone numbers and/or credit cards), marketing and advertising strategies, plans, records, business secrets, operation techniques, manufacturing or business methods, patterns, designs, employee wage and other information and other data of Employer or its affiliates submitted to Employee or compiled, received, or otherwise discovered by Employee, from time to time and in the course of Employee’s employment with Employer, or used in Employer’s or its affiliates’ business(es). This non-disclosure applies to such information which is not generally known to, and is not readily ascertainable by proper means by, the public or any other person who can obtain economic value from their disclosure and use, and that are subject to efforts by Employer that are reasonable under the circumstances to maintain the secrecy thereof for any purpose whatsoever. Confidential Information specifically includes information and property which is confidential but which may be found not to rise to the level of a “trade secret.” It specifically may include, but is not limited to, customer lists, employee lists, price lists and wage lists.

2. Ownership. Employee acknowledges and agrees that the Trade Secrets and the Confidential Information shall remain the exclusive property of Employer. Nothing herein shall be deemed to grant or otherwise convey a license, whether directly or by implication, estoppel or otherwise, to any Trade Secrets or Confidential Information disclosed pursuant to this Agreement.

3. Remedies. Employee understands and agrees that money damages would not be a sufficient remedy for any breach of this Agreement by Employee and that Employer shall be entitled to equitable relief, including, without limitation, injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by Employee of this Agreement but shall be in addition to all other remedies available at law or in equity to Employer.

4. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina. It is understood and agreed that no failure or delay by SCDA in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. If any provision of this Agreement is found to violate any statute, regulation, rule, order or decree of any governmental authority, court, agency or exchange, such invalidity shall not be deemed to affect any other provision hereof or the validity of the remainder of this Agreement, and such invalid provision shall be deemed deleted herefrom to the minimum extent necessary to cure such violation. This Agreement contains the entire agreement of the Parties regarding its subject matter and supersedes all prior agreements, understandings, arrangements and discussions between the Parties regarding such subject matter.

		Accepted: United Homes Group, Inc.

	By:
	Name and Title:
	Date:

By:
Employee Name:
Date:

Exhibit 10.10

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 30^th day of March, 2023 (hereinafter the “Effective Date”) by and between United Homes Group, Inc., a Delaware corporation (“UHG” or the “Company”), and Keith Feldman, an individual (the “Executive”).

RECITALS

1. Employment and Duties.

1.1 Employment. The Company hereby agrees to employ the Executive, and the Executive hereby accepts such employment, subject to the terms and conditions expressly set forth in this Agreement, including, but not limited to, Section 7 of this Agreement. The Executive hereby agrees to such employment on the terms and conditions expressly set forth in this Agreement.

1.2 Position and Duties.

(a) The Executive shall serve the Company as its Chief Financial Officer and shall perform and have the responsibilities, duties, status and authority customary for a position in an organization of the size and nature of the Company.

(b) The Executive will report to the Chief Executive Officer or such other executive officer as may be designated by the Chief Executive Officer.

(c) The Executive will fulfil his responsibilities and obligations subject to the lawful directives of the Chief Executive Officer, and subject to the policies of the Company as in effect from time to time (including, without limitation, the Company’s business conduct and ethics policies, as they may be amended from time to time).

1.3 Time Commitment.

1.5 Location. The Executive’s principal place of employment shall be in Suffolk County, New York. The Executive acknowledges that he may be required to travel from time to time in the course of performing his duties for the Company.

2. Term.

2.1 Commencement. The Executive’s employment under this Agreement shall commence upon the Effective Date.

2.2 Term.

3. Compensation.

3.1 Base Salary. During the Term, the Executive’s base salary (the “Base Salary”) shall be paid in accordance with the Company’s regular payroll practices in effect from time to time, but not less frequently than in monthly installments. Starting with the first day of the Executive’s employment, the Executive’s Base Salary shall be paid at an annualized rate of four hundred thousand U.S. dollars $400,000.00. The Executive’s Base Salary shall be reviewed and increased annually by the Board or a committee thereof.

3.2 Incentive Bonus.

4. Benefits.

4.3 Vacation and Other Leave. During the Term, the Executive’s annual rate of vacation accrual shall be four (4) weeks per year; provided that such vacation shall accrue and be subject to the Company’s vacation policies as in effect from time to time. The Executive shall also be eligible for all other holiday and leave pay generally available to other executives of the Company.

5. Termination of Employment.

5.2 Notice of Termination.

(c) The date on which the Executive’s employment hereunder terminates is herein referred to as the “Severance Date”.

6. Payments and Benefits Upon Termination of Employment.

(d) The Company will pay the Executive (1) an amount equal to twelve (12) months of the Executive’s Base Salary at the rate in effect on the Severance Date (the “Base Severance Benefit”) and (2) an amount equal to the greater of one times (i) the Executive’s average Annual Bonus for the three (3) completed fiscal years immediately preceding the Severance Date, or, if such Severance Date occurs before the third anniversary of the Effective Date, the period from the Effective Date to the Severance Date, or (ii) the Executive’s potential Target Bonus for the year in which the Severance Date occurs (the “Incentive Severance Benefit”).

(f) The Company will extend the COBRA coverage benefits required by law and under Section 6.5(a).

(g) If the Severance Date occurs within twelve (12) months preceding a Change of Control or an executed agreement that would result in a Change in Control, or within twenty-four (24) months following a Change in Control, the Company shall:

(i) in lieu of the payment provided for in Section 6.1(d), pay the Executive an amount equal to twenty four (24) months of the Executive’s Base Salary at the rate in effect on the Severance Date;

(ii) in lieu of the payment provided for in Section 6.1(d), pay the Executive an amount equal to two times the greater of (i) the Executive’s average Annual Bonus for the three (3) completed fiscal years immediately preceding the Severance Date or, if such Severance Date occurs before the third anniversary of the Effective Date, the period from the Effective Date to the Severance Date, or (ii) the Executive’s potential Target Bonus for the year in which the Severance Date occurs.

(iii) For clarity, the Executive will also receive the vesting of the Equity Awards provided for in Section 6.1(e).

6.2 Termination for Cause or by Executive other than For Good Reason.

(i) pay the Executive the Accrued Benefits and the Other Benefits;

(ii) pay or deliver any benefits or compensation provided under the Vested Equity Awards in accordance with the provisions of such Equity Awards;

(iii) extend the COBRA coverage benefits required by law and under Section 6.5.

6.3 Termination for Death or Disability.

(a) If the Executive’s employment is terminated in consequence of the death or Disability of the Executive, then the Company shall:

(i) pay the Executive or his estate the Accrued Benefits, the Arrear Bonuses and the Other Benefits;

(ii) pay or deliver any benefits or compensation provided under the Vested Equity Awards in accordance with the provisions of such Equity Awards;

(iii) pay Accelerated Equity Awards as described in Section 6.1(f);

(iv) pay (12) months of the Executive’s Base Salary at the rate in effect on the death or Disability date; and

(v) extend the COBRA coverage benefits required by law and under Section 6.5.

6.4 Termination upon Non-Renewal.

(b) If the Executive’s employment is terminated in consequence of a Non-Renewal at the instance of the Company, then the Company shall:

(i) pay the Executive the Accrued Benefits, the Arrear Bonuses, the Other Benefits, and the Base Severance Benefit;

(ii) pay or deliver any benefits or compensation provided under the Vested Equity Awards in accordance with the provisions of such Equity Awards;

(iii) extend the COBRA coverage benefits required by law and under Section 6.5.

(f) Except as provided for in this Section 6.4, the Company shall have no additional obligations under this Agreement for any termination of his employment upon a Non-Renewal.

6.5 COBRA Coverage.

(b) The Company will pay, for up to eighteen (18) months, that portion of the COBRA premium payable by the Executive that is in excess of the premium payable by the Executive for the level of coverage the Executive and his covered dependents are enrolled in the Company’s group medical plan at the Severance Date, to the extent permitted under the terms of the Company’s medical plan; provided, however, that if the Executive and his covered dependents become eligible to receive comparable medical benefits under another employer provided plan, the Company’s obligation to make COBRA payments described herein shall be terminated for which purpose Executive undertakes to promptly notify the Company of any changes in his eligibility for medical benefits coverage.

(i) Unless direct payment by the Company of such COBRA payments is permitted by applicable law, the Executive and/or covered dependents shall pay the full cost of the premiums for such coverage, as determined and set under the then current practices of the Company, on the first day of each month such coverage is provided and the Company shall reimburse the Executive and/or the covered dependents the excess, if any, of the amount the Executive pays for COBRA continuation coverage above the amount of the applicable premium that the Executive would have paid for comparable coverage if he had remained an executive officer of the Company during the period such coverage is provided (the “Reimbursement Amounts”). To the extent the Executive is precluded from participation in the Company’s medical plan due to Medicare eligibility and/or requirements to enroll in Medicare, the Executive will receive the monthly COBRA subsidy amount for the balance of the COBRA continuation period.

(ii) Any Reimbursement Amounts to be paid by the Company to the Executive and/or the covered dependents under this Section 6.5 shall be made on the tenth (10th) day of each month the Executive pays the amount required by this Section 6.5 for COBRA continuation coverage, commencing on the first such date immediately following the effective date of the Release under Section 6.1(i) (the “First Reimbursement Date”), and any installment of the Reimbursement Amount that would have otherwise been paid prior to the First Reimbursement Date shall instead be accumulated and paid on the First Reimbursement Date.

6.7 Excise Tax Limitation.

6.8 Compliance with Section 409A.

6.9 Certain Requirements and Limitations.

6.11 Certain Defined Terms.