Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

United Homes Group, Inc.

(Name of Issuer)

Class A Common Shares, par value $0.0001 per share

(Title of Class of Securities)

91060H108

(CUSIP Number)

Conversant Capital LLC

25 Deforest Ave.,

Summit, New Jersey 07901

Attention: Paul H. Dumaine

(908) 466-5050

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with a copy to:

John M. Bibona

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

(212) 859-8539

December 5, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a Reporting Entity’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 91060H108

1	NAMES OF REPORTING PERSONS
	Conversant Opportunity Master Fund LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			1,775,725⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			1,775,725⁽¹⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,775,725⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.1%⁽²⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

⁽¹⁾	Consists of (i) 535,173 shares of Class A Common Stock plus (ii) 4,466,827 shares of Class A Common Stock issued upon redemption of the note held by Conversant Opportunity Master Fund LP pursuant to the Redemption Agreement, less (iii) 3,246,275 shares of Class A Common Stock sold by Conversant Opportunity Master Fund LP pursuant to the Underwriting Agreement.
⁽²⁾	The percentage reflected is based on the sum of (i) 11,435,170 outstanding shares of Class A Common Stock on November 8, 2024, as provided under the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 12, 2024, plus (ii) 10,168,850 shares of Class A Common Stock issued, in the aggregate, to the Holders pursuant to the Redemption Agreement.

CUSIP No. 91060H108

1	NAMES OF REPORTING PERSONS
	Conversant GP Holdings LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			1,775,725⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			1,775,725⁽¹⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,775,725⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.1%⁽²⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

⁽¹⁾	Consists of (i) 535,173 shares of Class A Common Stock plus (ii) 4,466,827 shares of Class A Common Stock issued upon redemption of the note held by Conversant Opportunity Master Fund LP pursuant to the Redemption Agreement, less (iii) 3,246,275 shares of Class A Common Stock sold by Conversant Opportunity Master Fund LP pursuant to the Underwriting Agreement.
⁽²⁾	The percentage reflected is based on the sum of (i) 11,435,170 outstanding shares of Class A Common Stock on November 8, 2024, as provided under the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 12, 2024, plus (ii) 10,168,850 shares of Class A Common Stock issued, in the aggregate, to the Holders pursuant to the Redemption Agreement.

CUSIP No. 91060H108

1	NAMES OF REPORTING PERSONS
	Conversant Capital LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			1,775,725⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			1,775,725⁽¹⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,775,725⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.1%⁽²⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, IA

⁽¹⁾	Consists of (i) 535,173 shares of Class A Common Stock plus (ii) 4,466,827 shares of Class A Common Stock issued upon redemption of the note held by Conversant Opportunity Master Fund LP pursuant to the Redemption Agreement, less (iii) 3,246,275 shares of Class A Common Stock sold by Conversant Opportunity Master Fund LP pursuant to the Underwriting Agreement.
⁽²⁾	The percentage reflected is based on the sum of (i) 11,435,170 outstanding shares of Class A Common Stock on November 8, 2024, as provided under the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 12, 2024, plus (ii) 10,168,850 shares of Class A Common Stock issued, in the aggregate, to the Holders pursuant to the Redemption Agreement.

CUSIP No. 91060H108

1	NAMES OF REPORTING PERSONS
	Michael J. Simanovsky

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			1,775,725⁽¹⁾

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			1,775,725⁽¹⁾

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,775,725⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.1%⁽²⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

⁽¹⁾	Consists of (i) 535,173 shares of Class A Common Stock plus (ii) 4,466,827 shares of Class A Common Stock issued upon redemption of the note held by Conversant Opportunity Master Fund LP pursuant to the Redemption Agreement, less (iii) 3,246,275 shares of Class A Common Stock sold by Conversant Opportunity Master Fund LP pursuant to the Underwriting Agreement.
⁽²⁾	The percentage reflected is based on the sum of (i) 11,435,170 outstanding shares of Class A Common Stock on November 8, 2024, as provided under the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 12, 2024, plus (ii) 10,168,850 shares of Class A Common Stock issued, in the aggregate, to the Holders pursuant to the Redemption Agreement.

This Amendment No. 2 (“Amendment No. 2”) further amends and supplements the original statement on Schedule 13D filed on February 5, 2024 (the “Original Schedule 13D”) by Conversant Opportunity Master Fund LP (“Opportunity Master Fund”), Conversant GP Holdings LLC (“Conversant GP”), Conversant Capital LLC (“Conversant Capital”) and Michael J. Simanovsky with respect to the class A common shares, par value $0.0001 (the “Class A Common Stock”) of United Homes Group, Inc. (the “Issuer”), as previously amended on August 7, 2024 (“Amendment No. 1”). The Original Schedule 13D, as previously amended, remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 2, provided that with respect to any Item amended herein, if such Item is incorporated by reference into any other Item in the Original Schedule 13D, as previously amended, such incorporation by reference is also amended hereby. Capitalized terms used and not defined in this Amendment No. 2 have the meanings set forth in the Original Schedule 13D, as previously amended. For purposes of this Amendment No. 2, the “Reporting Persons” is defined collectively as Opportunity Master Fund, Conversant GP, Conversant Capital and Michael J. Simanovsky.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended by the addition of the following:

The disclosure set forth in Item 4 of this Amendment No. 2 regarding the Redemption Shares is incorporated herein by reference.

Item 4. Purpose of Transaction.

Item 4 is hereby amended by the addition of the following:

On December 5, 2024, Opportunity Master Fund, together with the other holders party thereto (“Holders”), entered into that certain Redemption Agreement (the “Redemption Agreement”) with the Issuer, pursuant to which Opportunity Master Fund shall surrender Notes in an aggregate principal amount of $35,000,000, together with accrued and unpaid interest in the amount of $71,917.81, in exchange for 4,466,827 shares of Class A Common Stock (the “Redemption Shares”) and $30,696,917.81, to be received in each case as nominee for Conversant Opportunity Master Fund Sub LLC (“Sub Fund”). As of immediately prior to entering into such Redemption Agreement, such Notes were convertible for 6,272,401 shares of Class A Common Stock, subject to the Beneficial Ownership Limitation. Pursuant to the Redemption Agreement, Opportunity Master Fund agreed to enter into a customary lock-up letter agreement (the “Company Lock-up Letter Agreement”), and Opportunity Master Fund did enter into such Company Lock-up Letter Agreement, in which they agreed to refrain from selling shares of Class A Common Stock, and other customary lock-up conditions, for one hundred and twenty days following the date of execution of the Redemption Agreement.

On December 5, 2024, Opportunity Master Fund entered into that certain Underwriting Agreement (the “Underwriting Agreement”) with the Issuer and BTIG, LLC (the “Underwriter”) pursuant to which Opportunity Master Fund agreed to sell 3,246,274 of the Redemption Shares as nominee for Sub Fund, for a price of $4.75 per share, net in cash, subject to customary terms and conditions, including conditions to be satisfied by the Issuer, which include, without limitation, delivery of a legal opinion and a bring-down certificate with respect to a comfort letter provided on December 5^th by the Issuer’s accountants. Pursuant to the Underwriting Agreement, Opportunity Master Fund agreed to enter into a customary lock-up letter agreement (the “Underwriter Lock- up Letter Agreement”), and Opportunity Master Fund did enter into such Underwriter Lock-up Letter Agreement, in which they agreed to refrain from selling shares of Class A Common Stock, and other customary lock-up conditions, for ninety days following the date of the prospectus referred to above. Opportunity Master Fund also agreed to give the Underwriter the option to purchase, on the same terms, up to 486,941 Redemption Shares from Opportunity Master Fund as nominee for Sub Fund.

Considering the reduction of the Reporting Persons’ investment in the Issuer upon the sale of the Redemption Shares, Mr. Grove is expected to resign from his position as a director of the Issuer after the closing of the transactions described above, as shall be further disclosed by the Issuer in a Current Report on Form 8-K.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

The beneficial ownership of shares of Class A Common Stock reported herein gives effect to the disposition of 3,246,274 Redemption Shares to be sold by Opportunity Master Fund pursuant to the Underwriting Agreement, as disclosed in Item 4, which sale is expected to close on December 11, 2024.

All percentages are based on 21,604,020 shares of the Issuer’s Class A Common Stock outstanding, which is (i) 11,435,170 shares of the Issuer’s Class A Common Stock outstanding as of November 8, 2024, as set forth in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 12, 2024, plus (ii) 10,168,850 shares of Class A Common Stock issued, in the aggregate, to the Holders pursuant to the Redemption Agreement.

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 1,755,725 shares of Class A Common Stock, representing 8.1% of the outstanding shares of Class A Common Stock.

(b) With respect to any rights or powers to vote, or to direct the vote of, or to dispose of, or to direct the disposition of, the Class A Common Stock owned by the Reporting Persons:

(i) Sole power to vote or to direct the vote:

None of the Reporting Persons has sole power to vote or to direct the vote of any shares of Class A Common Stock.

(ii) Shared power to vote or to direct the vote:

The Reporting Persons have shared power to vote or to direct the vote of 1,755,725 shares of Common Stock.

(iii) Sole power to dispose or to direct the disposition of:

None of the Reporting Persons has sole power to vote or to direct the vote of any shares of Class A Common Stock.

(iv) Shared power to dispose or to direct the disposition of:

The Reporting Persons have shared power to dispose or to direct the disposition of 1,755,725 shares of Class A Common Stock.

(c) Other than as described herein in Item 4 above, the Reporting Persons have not engaged in any transactions in the Class A Common Stock in the past 60 days.

(d) Other than as described herein, no persons other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends, or proceeds of sale of such securities outlined in this report.

(e) Not applicable.

Item 6. Contract, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer.

Item 6 is hereby amended by the addition of the following:

The disclosure set forth in Item 4 of this Amendment No. 2 regarding the Redemption Agreement, the Underwriting Agreement, the Company Lock-up Letter Agreement and the Underwriter Lock-up Letter Agreement is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended by the addition of the following:

Exhibit 99.4

Redemption Agreement, dated December 5, 2024, by and among Opportunity Master Fund, the Holders and the Issuer.

Exhibit 99.5

Underwriting Agreement, dated December 5, 2024, by and among Opportunity Master Fund, the Issuer and BTIG, LLC.

Exhibit 99.6

Company Lock-up Letter Agreement, dated December 5, 2024, by and among Opportunity Master Fund and the Issuer.

Exhibit 99.7

Underwriter Lock-up Letter Agreement, dated December 5, 2024, by and among Opportunity Master Fund and BTIG, LLC.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: December 9, 2024

CONVERSANT OPPORTUNITY MASTER FUND LP

By:	Conversant GP Holdings LLC, its general partner /s/ Paul Dumaine
	Name:	Paul Dumaine
	Title:	General Counsel and Chief Compliance Officer


CONVERSANT GP HOLDINGS LLC

By:	/s/ Paul Dumaine
	Name:	Paul Dumaine
	Title:	General Counsel and Chief Compliance Officer


CONVERSANT CAPITAL LLC

By:	/s/ Paul Dumaine
	Name:	Paul Dumaine
	Title:	General Counsel and Chief Compliance Officer

MICHAEL J. SIMANOVSKY

By:	/s/ Paul Dumaine
	Name:	Paul Dumaine
	Title:	Attorney-in-fact for Michael J. Simanovsky

Execution Version

REDEMPTION AGREEMENT

This REDEMPTION AGREEMENT (including the schedules, annexes and exhibits hereto, this “Agreement”), dated as of December 5, 2024, is entered into by and between United Homes Group, Inc, a Delaware corporation (the “Company”), and each of the Holders (as defined below).

RECITALS:

A. The Company has issued certain Senior Convertible Promissory Notes, each dated as of March 30, 2023 (each, a “Note” and collectively, the “Notes”), to the Holders pursuant to that certain Convertible Note Purchase Agreement, dated as of March 21, 2023 (the “Note Purchase Agreement”), by and among the Company (f/k/a DiamondHead Holdings Corp.), Great Southern Homes, Inc., and the holders of the Notes set forth on the signature pages hereto (each, a “Holder” and collectively, the “Holders”). A capitalized term used and not otherwise defined herein has the meaning given to it in each Note.

B. Upon, and subject to, the terms and conditions hereof, the Company proposes to redeem the Notes for cancellation and, in connection with such redemption, shall pay to the Holders (a) an aggregate of $70,000,000 (the “Aggregate Exchange Cash Consideration”), plus accrued and unpaid interest on the total outstanding aggregate principal amount of the Notes through the Settlement Date (the “Aggregate Accrued Interest Amount” and, together with the Aggregate Exchange Cash Consideration, the “Aggregate Cash Consideration”), and (b) an aggregate of 10,168,850 shares (the “Class A Shares” and, together with the Aggregate Cash Consideration, the “Transaction Consideration”) of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”); provided that all of the Discounted Value of the Remaining Scheduled Payments with respect to the aggregate principal amount of the Notes over the aggregate principal amount of the Notes shall be satisfied through the issuance of the Class A Shares.

C. Upon, and subject to the terms and conditions hereof, the Holders have agreed to accept the Transaction Consideration as payment in full of the aggregate Make Whole Amount in respect of all of the Notes.

D. Concurrently with this Agreement, the Company has entered into that certain credit agreement (the “Credit Agreement”) with Kennedy Lewis Agency Partners, LLC, as administrative agent, and the lenders party thereto, providing for a loan facility in the aggregate principal amount of $70,000,000, to be funded to the Company on the Settlement Date (as defined below), subject to the terms and conditions set forth in the Credit Agreement.

E. Concurrently with this Agreement, the Company, the Holders and BTIG LLC, as the underwriter (the “Underwriter”) have entered into that certain underwriting agreement (the “Underwriting Agreement”), providing for the sale of 8,533,066 Class A Shares by the Holders to the Underwriter, including shares subject to the Underwriter’s overallotment option, at a price per share to the public of no less than $5.00 subject to the terms and conditions set forth in the Underwriting Agreement.

F. Concurrently with this Agreement, and subject to and conditioned upon the occurrence of the Settlement, each Holder has entered into a lock-up agreement with the Company providing that such Holder will not sell its respective Remaining Shares (as defined below) for a period of one hundred and twenty (120) days following the date of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I.
REDEMPTION; SETTLEMENT

Section 1.01. Redemption; Waiver of Optional Redemption Conditions

(a) Upon the terms and conditions set forth in this Agreement, on the Settlement Date (as defined below), the Company shall redeem each Note and, in connection therewith, (i) pay to each Holder such Holder’s portion of the Aggregate Exchange Cash Consideration and such Holder’s portion of the Aggregate Accrued Interest Amount, in each case as set forth opposite such Holder’s name on Schedule 1 hereto, and (ii) issue and deliver to each Holder the number of Class A Shares set forth opposite such Holder’s name on Schedule 1 hereto, which represent a portion of the shares of Class A Common Stock issuable upon conversion of such Note and registered for resale by such Holder pursuant to that certain Registration Statement on Form S-3, Registration No. 333-271527, declared effective by the Commission on July 3, 2024 (the “Registration Statement”). The issuance of the applicable number of Class A Shares to each Holder in respect of each Holder’s Note shall be deemed to have been effected pursuant to a conversion of such Note and is referred to herein as such Holder’s “Conversion”, and the redemption of such Holder’s Note and payment to such Holder of the applicable portion of the Aggregate Exchange Cash Consideration and the Aggregate Accrued Interest Amount, together with such Holder’s Conversion, are referred to herein as such Holder’s “Redemption” and all of the Redemptions hereunder are collectively referred to as the “Redemptions”).

(b) Upon the terms and conditions set forth in this Agreement, effective as of the Settlement Date (as defined below), each Holder, severally and not jointly, hereby agrees to effect such Holder’s Conversion and accepts such Holder’s Redemption and, for the avoidance of doubt, waives (i) each of the conditions to Optional Redemption set forth in Section 5.01 of such Holder’s Note, including, but not limited to, the conditions that the Company deliver an irrevocable Optional Redemption Notice to such Holder and that the Make Whole Amount shall be paid entirely in cash and (ii) the limitations on conversion set forth in Section 7.07 of each Note.

Section 1.02. Settlement.

(a) The settlement of the Redemptions, the Conversion, and the Offering (as defined below) (the “Settlement”) shall take place on the “Closing Date” as defined in the Underwriting Agreement, or at such other place or date as the Holders and the Company, may agree upon, such time and date of the Redemption and the closing of the Offering being herein referred to as the “Settlement Date.”

(b) Subject to the terms and conditions set forth herein, on the Settlement Date, substantially contemporaneously, (i) each Holder shall surrender its Note to the Company for redemption and cancellation in accordance with Section 2.05 of each Note (and such cancellation shall promptly be effected), and (ii) the Company shall, (A) by wire transfer of immediately available funds to the accounts specified by each Holder on Schedule 1 hereto, cause the applicable portion of the Aggregate Exchange Cash Consideration and Aggregate Accrued Interest Amount set forth opposite such Holder’s name on Schedule 1 hereto to be delivered to each Holder and (B) issue and deliver, or cause its transfer agent to issue and deliver, the applicable number of Class A Shares set forth opposite each Holder’s name on Schedule 1 to the Holder or its designee.

(c) Each Holder hereby acknowledges and agrees with the Company that, effective upon the Settlement on the Settlement Date, the Company shall have satisfied in full all of its obligations to such Holder under such Holder’s Note and the Note Purchase Agreement (including in respect of the Make Whole Amount) and all other obligations under such Holder’s Note, other than (i) obligations of the Company under such Holder’s Note that pursuant to Section 8.04 of the Holder’s Note survive and (ii) obligations of the Company under Section 7.3, Section 9.2(a)(ii) and Section 9.2(b) of the Note Purchase Agreement, in each case, which shall survive until fully performed in accordance with the terms, and subject to the limitations, set forth therein.

Section 1.03. Conditions.

(a) The obligations of each Holder to surrender its Note for redemption and cancellation pursuant to this Agreement shall be subject to the satisfaction or waiver of the following conditions on or prior to the Settlement Date:

(i) Representations and Warranties. The representations and warranties of the Company contained herein shall be true and correct in all material respects on the date hereof and on and as of the Settlement Date (except that representations and warranties that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects), and the Company shall have performed all applicable covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Settlement Date.

(ii) No Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any Governmental Authority (as defined below) that would, as of the Settlement Date, prevent the consummation of the Transactions (as defined below); and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Settlement Date, prevent the consummation of the Transactions, including, but not limited to, the issuance of the Class A Shares pursuant thereto.

(iii) Compliance Certificate. A named executive officer (within the meaning of item 402 of Commission Regulation S-K) of the Company shall have delivered to the Holders on the Settlement Date a certificate, in form and substance reasonably acceptable to the Holders, certifying that the conditions specified in Sections 1.03(i), 1.03(ii), 1.03(iv), 1.03(vi), 1.03(vii), 1.03(ix), and 1.03(x) of this Agreement have been fulfilled.

(iv) Qualification under Securities Laws; Consents. All registrations, qualifications, permits and approvals, if any, required under applicable securities laws shall have been obtained for the lawful execution, delivery and performance of this Agreement. The Company shall have obtained in a timely fashion any and all other consents, permits, approvals, registrations and waivers necessary for consummation of the Settlement (including the waiver of any applicable registration rights that could affect the rights of the Holders under this Agreement), all of which shall be and remain so long as necessary in full force and effect.

(v) Secretary’s Certificate. The Secretary (or a named executive officer) of the Company shall have delivered to the Holders at the Settlement Date a certificate, in the form of Exhibit A, certifying (A) the certificate of incorporation and bylaws of the Company, (B) authorization of the Board of Directors of the Company (the “Board”) approving this Agreement and the transactions contemplated under this Agreement (including the Underwriting Agreement) and including approving for purposes of Exchange Act Rule 16b-3 the acquisition or disposition of any direct or indirect pecuniary interest in any equity securities (or any related derivative security) in the Redemption by Conversant Opportunity Master Fund LP as nominee for Conversant Opportunity Master Fund Sub LLC (in such capacity as nominee, “Conversant”) for , by Mr. Robert Grove or any of Conversant and its Affiliates, (C) as to certificates evidencing the good standing of the Company in Delaware issued by the Secretary of State of Delaware as of a date within five Business Days of the Settlement Date.

(vi) Offering. All conditions to the closing of the Offering shall have been satisfied or waived (other than the Settlement hereunder and other than those conditions which, by their nature, are to be satisfied at the closing of the transactions contemplated by the Underwriting Agreement), and the closing of the Offering shall be set to occur immediately after the Redemptions hereunder. No amendment, modification or waiver of any provision of the Underwriting Agreement shall have been made that would reasonably be expected to be materially adverse to the Holders without the consent of Conversant.

(vii) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any Governmental Entity that prohibits the consummation of any of the transactions contemplated by this Agreement or the Underwriting Agreement.

(viii) Opinion of Company Counsel. The Holders shall have received from Katten Muchin Rosenman LLP, counsel for the Company, an opinion, dated as of the Closing, opining on the substantive matters listed on Exhibit B hereto.

(ix) Registration Statement. The Registration Statement shall not be subject to any stop order or proceeding seeking a stop order with respect to the Registration Statement that has not been withdrawn, and no similar proceeding shall have been initiated or, to the knowledge of the Company, threatened by the Commission or its staff.

(x) No Material Adverse Effect. Since the date of this Agreement, no Material Adverse Effect shall have occurred.

(b) The obligation of the Company to redeem the Notes and deliver the Transaction Consideration on the Settlement Date to any of the Holders shall be subject to the satisfaction or waiver of the following conditions on or prior to the Settlement Date:

(i) Representations and Warranties. The representations and warranties of such Holder contained herein shall be true and correct in all material respects on the date hereof and on and as of the Settlement Date, and such Holder shall have performed all applicable covenants and agreements and satisfied all conditions to be performed or satisfied hereunder at or prior to the Settlement Date.

(ii) No Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any Governmental Authority that would, as of the Settlement Date, prevent the consummation of the Transactions; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Settlement Date, prevent the consummation of the Transactions, including the issuance of the Class A Shares pursuant thereto.

(iii) Funding of the Credit Agreement. Prior to or substantially concurrently with the consummation of the Transactions, the lenders under the Credit Agreement shall have funded the loan facility thereunder such that the Company shall have received net proceeds therefrom in an aggregate amount of not less than the Aggregate Cash Consideration.

(iv) Letter of Direction. Each Holder shall have delivered a letter of direction to the Company and its transfer agent, directing the transfer agent to deliver the Class A Shares it is offering in the Offering pursuant to the Underwriting Agreement (including upon exercise of the Underwriter’s overallotment option) to the account of the Underwriter.

ARTICLE II.
DEFINITIONS

Definitions. Wherever used in this Agreement or related exhibits, unless the context otherwise requires, the following terms have the meanings assigned to such terms in this Article II.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, or is controlled by, or is under common control with, such Person. With respect to a Holder, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Holder shall, for purposes hereof, be deemed to be an Affiliate of such Holder.

“Applicable Laws” means, with respect to any Person, the common law and any federal, provincial, state, territorial, local, foreign, multinational or international laws, statutes, codes, treaties, rules and regulations, ordinances, orders, judgments, writs, injunctions, decrees or settlement agreements (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case having the force of law and, in each case, that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Authorizations” means, with respect to any Person, any permits, approvals, authorizations, licenses, registrations, certificates, clearances, concessions, grants, franchises, variances or permissions from, and any other contractual obligations with, any Governmental Authority, in each case whether or not having the force of law, and, in each case, applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, and any supplements or amendments with respect to the foregoing.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Commission” means the U.S. Securities and Exchange Commission.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Governmental Authority” means any federal, state, foreign or international government, regulatory or administrative agency, any state or other political subdivision thereof having jurisdiction over the Company or any of its subsidiaries, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing. For the avoidance of doubt, Governmental Authority shall include the Commission and the Exchange (as defined below).

“Lien” means any lien, pledge, preferential arrangement, mortgage, security interest, deed of trust, charge, assignment, hypothecation, title retention or other encumbrance on or with respect to property or interest in property having the practical effect of constituting a security interest.

“Material Adverse Effect” means a material adverse effect on (a) the legality, validity, binding effect or enforceability of any provision of this Agreement, (b) the ability of the Company to perform its obligations under this Agreement as and when due, or (c) the condition (financial or other), business, properties, or results of operations of the Company and its subsidiaries taken as a whole.

“Organizational Documents” means (a) for any corporation, the certificate or articles of incorporation, memorandum and/or articles of association, the bylaws, the constitution, any certificate of designation or instrument relating to the rights of holders or preferred stock of such corporation, and any shareholder agreement, (b) for any partnership, the partnership agreement and, if applicable, certificate of limited partnership, (c) for any limited liability company, the operating or limited liability company agreement and articles or certificate of formation or (d) for any other entity, any other document setting forth the manner of election or duties of the officers, directors, managers or other similar or equivalent persons or Persons, or the designation, amount or relative rights, limitations and preference of the Stock of such entity.

“Person” means any individual, corporation, company, voluntary association, partnership, limited liability company, joint venture, trust, unincorporated organization or Governmental Authority or other entity of whatever nature.

“Proceeding” means any investigation, inquiry, litigation, review, hearing, suit, claim, audit, arbitration, proceeding or action (in each case, whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority or arbitrator.

“Remaining Shares” means the Class A Shares issued pursuant to this Agreement that are not sold pursuant to the Underwriting Agreement (including any Class A Shares not sold pursuant to the exercise of the Underwriter’s overallotment option).

“SEC Documents” means all annual, quarterly and current reports, proxy statements, registration statements, prospectuses and other material schedules, forms, statements and other material documents filed by the Company with the Commission pursuant to the Securities Act or the Exchange Act since March 30, 2023 (including all financial statements and schedules included therein, all exhibits thereto and all documents incorporated by reference therein).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Stock” means (a) all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests (or units thereof), joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting; and (b) all securities convertible into or exchangeable for any other Stock and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any other Stock, whether or not presently convertible, exchangeable or exercisable.

“Transactions” means the transactions contemplated by this Agreement, including the Conversions, the Redemptions, the funding of the loan facility under the Credit Agreement by the lenders party thereto and the closing of the Offering.

“United States” and “U.S.” each means the United States of America.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

Section 3.01. Representations and Warranties of the Company. The Company hereby represents and warrants to each Holder as follows:

(a) Enforceability. This Agreement constitutes, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement hereof or thereof may be limited by insolvency, bankruptcy, reorganization, moratorium or other similar Applicable Laws affecting creditors rights generally or general principles of equity.

(b) Existence, Qualification and Power. The Company is validly existing as a corporation, limited liability company, limited partnership or other form, as applicable, and is in good standing under the laws of the State of Delaware. The Company (i) has full power and authority (and all Authorizations) to (A) own its properties, conduct its business, own its assets and operate its facilities, (B) execute, deliver and perform its obligations under this Agreement and (C) consummate the Transactions, and (ii) is duly qualified as a foreign corporation, and licensed and in good standing, under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification or license, except, in each case of this clause (ii), where the failure to be so qualified, licensed or in good standing would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(c) Litigation. No Proceeding is pending before or, to the knowledge of the Company, threatened by, any Governmental Authority (i) to which the Company is a party, or (ii) that purports to affect or pertain to any of the Transactions, in each case, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No injunction, writ, temporary restraining order or any order of any nature has been issued by any court or other Governmental Authority purporting to enjoin or restrain the execution, delivery or performance of this Agreement or directing that any of the Transactions not be consummated as herein.

(d) Corporate Authorization; Conflicts. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the Transactions, including the issuance of the Class A Shares, will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien upon any assets of the Company pursuant to any agreement, document or instrument to which the Company is a party or by which the Company is bound or to which any of the assets or property of the Company is subject, except, with respect to this clause (i), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (ii) result in any violation, or conflict with any, of the Organizational Documents of the Company, or (iii) result in the violation of any Applicable Law (including the rules and regulations of the Exchange), or any judgment, order or decree of any Governmental Authority binding upon the Company, except, with respect to this clause (iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No vote or approval of the Company’s stockholders is required in connection with this Agreement or any of the Transactions, including the issuance of the Class A Shares, under the Organizational Documents of the Company, the Delaware General Corporation Law, as amended, the rules and regulations of the Exchange or otherwise.

(e) Governmental Authorizations. Except in each case as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no Authorization of, or registration, notice or filing with, any Governmental Authority is required for (i) the execution, delivery and performance by the Company of this Agreement, and (ii) the consummation by the Company of the Redemption or any of the other Transactions, except (A) for such as have already been obtained or made prior to the date of this Agreement that are (and as of the Settlement Date will be) in full force and effect, (B) as expressly contemplated by Section 13 or 15(d) of the Exchange Act, and the rules, regulations and forms promulgated thereunder, or (C) for filings expressly contemplated or required by this Agreement, the Underwriting Agreement and the Credit Agreement.

(f) Shares of Stock. The Class A Shares have been duly authorized and, when issued pursuant to this Agreement, will be duly and validly issued, fully paid and non-assessable and free from all taxes and Liens with respect to the issue thereof, and will not be issued in violation of, or subject to, any preemptive or similar rights of any Person.

(g) Investment Company Act. None of the Company, any Person controlling the Company or any subsidiary of the Company is (i) an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act, or otherwise registered or required to be registered under, or subject to restrictions imposed, by the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder or (ii) a “business development company” (as defined in Section 2(a)(48) of the Investment Company Act.

(h) Securities Law and Principal Market Matters.

(i) The issuance of the Class A Shares to the Holders pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities Act and the rules and regulations promulgated thereunder pursuant to Section 3(a)(9) of the Securities Act.

(ii) Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made, or will make, any offers or sales of any Stock or other securities, or solicited or will solicit any offers to buy any Stock or other securities, under circumstances that would require registration of the Class A Shares under the Securities Act or cause the offering of the Class A Shares to be integrated with any other offerings by the Company for purposes of any applicable stockholder approval provisions of the Exchange or any other authority.

(iii) The Company has not, and, to the knowledge of the Company, none of its respective officers, directors or Affiliates or anyone acting on any such Person’s behalf has, (A) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of the Class A Common Stock of any other security of the Company to facilitate the sale or resale of any of the Class A Shares, (B) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Class A Shares, or (C) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, except in any case as expressly contemplated by the Underwriting Agreement.

(iv) The offering and sale by the Holders of the Class A Shares has been duly registered pursuant to the Registration Statement.

(i) Application of Takeover Provisions; Rights Agreement. The Company and the Company’s Board have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination or other similar anti-takeover provision under the Company’s Organizational Documents or the laws of the State of Delaware that is or will become applicable to any Holder or any Affiliate of any Holder as a result of the transactions contemplated by this Agreement and the Company’s fulfilling its obligations with respect thereto, including the Company’s issuance of the Class A Shares and any such Holder’s ownership of the Class A Shares. The Company has not adopted a stockholders rights plan (or “poison pill”) or similar arrangement relating to accumulations of beneficial ownership of the Company’s common stock or a change in control of the Company.

(j) No Investment Advice. Without limiting the right of the Company to rely on or enforce the representations, warranties, covenants and agreements of the Holders in this Agreement, the Company confirms that it is not relying on any communication (i) (written or oral) of any Holder or any of their respective agents or Affiliates as investment advice or as a recommendation to participate in the Transactions. It is understood that no Holder, nor any of their respective agents or Affiliates is acting or has acted as an advisor to the Company in deciding whether to participate in the Redemption, and no Holder has acted, and will not be acting, as a financial advisor to, or fiduciary (or in any similar capacity) of, or has any fiduciary duty to, the Company with respect to, or in connection with, this Agreement or the Transactions.

(k) Brokers Fees. Other than any fees, discounts or commissions payable to the Underwriter pursuant to the Underwriting Agreement, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the consummation of the Transactions based upon arrangements made by or on behalf of the Company or its Affiliates.

(l) Subsidiaries. Each subsidiary of the Company has been duly incorporated, organized or formed, is validly existing as a corporation or other business entity in good standing under the laws of the jurisdiction of its organization, and has the corporate or business entity power to own its properties and conduct its business as described in the Registration Statement; and each subsidiary of the Company is duly qualified to transact business and is in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such registration, except, in each case, where the failure to be so registered or in good standing would not, individually or in the aggregate, have a Material Adverse Effect; all of the issued and outstanding capital stock or other equity interests of each subsidiary of the Company has been duly authorized and validly issued and are fully paid and nonassessable.

(m) Class A Shares. (i) The Class A Shares and all other outstanding shares of capital stock of the Company have been duly authorized; (ii) the authorized equity capitalization of the Company is as set forth in the Registration Statement; (iii) all outstanding shares of capital stock of the Company are, or in the case of the Class A Shares, when the Class A Shares have been delivered and paid for in accordance with the terms of this Agreement, at the Closing Date will be, validly issued, fully paid and nonassessable and will conform to the information and to the description of such Class A Shares in the Registration Statement; (iv) the stockholders of the Company have no preemptive rights with respect to the Class A Shares; and none of the outstanding shares of capital stock of the Company, including the Class A Shares, have been issued in violation of any preemptive or similar rights of any security holder.

(n) Title to Property. The Company and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them that are material to the business of the Company, in each case free from Liens, charge, encumbrances (excluding Liens, charge, encumbrances under the Company’s secured financing arrangements) and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them and, except as disclosed in the Registration Statement, the Company and its subsidiaries hold any leased real or personal property under valid and enforceable leases with no terms or provisions that would materially interfere with the use made or to be made thereof by them, except in each case, as would not reasonably be expected to have a Material Adverse Effect.

(o) Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any Lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the Organizational Documents of the Company or of any of its subsidiaries, (ii) any Applicable Laws of any Governmental Authority having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject except, in the cases of clauses (ii) and (iii) such breaches, violations, defaults or impositions (other than a Debt Repayment Triggering Event) that would not, individually or in the aggregate, result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any Person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

(p) Absence of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its respective Organizational Documents or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(q) Possession of Licenses and Permits. The Company and each of its subsidiaries (i) possess, and are in compliance, in all material respects, with the terms of, all Authorizations necessary or material to the conduct of the business now conducted or currently proposed to be conducted by them, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (ii) have not received any notice of proceedings relating to the revocation or modification of any Authorizations that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(r) Internal Controls. Except as disclosed in the Registration Statement, the Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with Applicable Laws and are sufficient to provide reasonable assurances that (i) the Company maintains records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. Generally Accepted Accounting Principles, (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements and (iv) information required to be disclosed by the Company in the reports that it files or submits under the Securities Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Company’s Board in accordance with the rules and regulations of the Exchange. Except as contemplated in the Registration Statement, the Company has not publicly disclosed or reported to the Audit Committee or the Board, a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), which would have a Material Adverse Effect.

(s) Financial Statements. The financial statements included in the Registration Statement present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis; all non-GAAP financial information included in the Registration Statement complies with the requirements of Regulation G and Item 10 of Regulation S-K under the Act; the schedules included in the Registration Statement present fairly the information required to be stated therein; there are no pro forma or as adjusted financial statements which are required to be included in the Registration Statement in accordance with Regulation S-X under the Securities Act which are required to be included in the Registration Statement which are not so included; and there are no off-balance sheet arrangements (as defined in Regulation S-K under the Securities Act, Item 303) which are required to be disclosed in the Registration Statement and are not so disclosed.

(t) No Material Adverse Change in Business. Since the end of the period covered by the latest audited financial statements included in the Registration Statement (i) there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business, or properties of the Company and its subsidiaries, taken as a whole, that is material and adverse, (ii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock and (iii) except as contemplated by this Agreement, the Underwriting Agreement and the Credit Agreement, including the consummation of the Transactions, or as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there has been no change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries.

(u) Taxes. The Company and its subsidiaries have filed all federal, state, local and non-U.S. tax returns that are required to be filed or have requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect); and the Company and its subsidiaries have paid all taxes (including any assessments, fines or penalties) required to be paid by them, except for any such taxes, assessments, fines or penalties currently being contested in good faith or as would not, individually or in the aggregate, have a Material Adverse Effect.

(v) Accountants. Forvis Mazars, LLP, which has expressed its opinion with respect to the annual financial statements and supporting schedules included in the Registration Statement are independent public accountants as required by the Securities Act, the Exchange Act and the Public Company Accounting Oversight Board.

(w) Foreign Corrupt Practices Act. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, after due inquiry, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries, has in the course of its actions for, or on behalf of, the Company or any of its subsidiaries: (i) made any unlawful contribution, gift, or other unlawful expense relating to political activity; (ii) made any direct or indirect bribe, kickback, rebate, payoff, influence payment, or otherwise unlawfully provided anything of value, to any “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (collectively, the “FCPA”)) or domestic government official; or (iii) violated or is in violation of any provision of the FCPA, the Bribery Act 2010 of the United Kingdom, as amended (the “Bribery Act 2010”), or any other applicable anti-bribery statute or regulation. The Company and its subsidiaries and, to the knowledge of the Company, the Company’s Affiliates, have conducted their respective businesses in compliance with the FCPA, Bribery Act 2010, and all other applicable anti-bribery statutes and regulations, and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to ensure, continued compliance therewith.

(x) Anti-Money Laundering Laws. The operations of the Company and each of its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and each of its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no Proceeding by or before any Governmental Authority involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(y) OFAC. Neither the Company nor any of its subsidiaries nor any director or officer of the Company or any of its subsidiaries nor, to the Company’s knowledge, any other agent, employee or Affiliate of the Company or any of its subsidiaries is currently (i) subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”) or (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, so-called Donetsk People’s Republic, or so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, and the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria). The Company represents and covenants that, except as detailed in the Registration Statement, for the past five years, it has not knowingly engaged in, is not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. For purposes of this section, no Person shall be an Affiliate of the Company solely by reason of owning less than a majority of any class of voting securities of the Company.

(z) SEC Filings.

(i) The Company has filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the Commission pursuant to Applicable Laws since March 30, 2023 (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Company SEC Reports”), and, as of the Settlement Date, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the Commission pursuant to Applicable Laws through the Settlement Date (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement and the Offering Materials (as defined below), the “Additional Company SEC Reports”). Each of the Company SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied, and each of the Additional Company SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Applicable Laws (including, as applicable, the Sarbanes-Oxley Act and any rules and regulations promulgated thereunder) applicable to the Company SEC Reports or the Additional Company SEC Reports (for purposes of the Additional Company SEC Reports). As of their respective dates of filing, the Company SEC Reports did not, and the Additional Company SEC Reports will not, as of their respective dates of filing with the Commission (or if amended or superseded by a filing prior to the date of this Agreement or the Settlement Date, then on the date of such filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading.

(ii) As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters received from the Commission with respect to the Company SEC Reports.

(aa) USRPHC. The Company is not now and has never been a “United States real property holding corporation” as defined in Section 897(c)(2) of the Code and the Treasury Regulations promulgated thereunder.

Section 3.02. Representations and Warranties of the Holders. Each Holder, severally and not jointly, hereby represents and warrants to the Company as follows:

(a) Organization and Authority. Such Holder is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite corporate, limited liability company or limited partnership power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms hereof, including the consummation of the Transactions.

(b) Ownership of Exchanged Notes. Such Holder is the sole record and beneficial owner of its Note, free and clear of any Liens, and such Holder’s Note is in the aggregate principal amount set forth opposite such Holder’s name on Schedule 1 hereto. Upon delivery to the Company by such Holder of its Note, and upon such Holder’s receipt of the Transaction Consideration, as consideration in respect thereof as set forth herein, pursuant to this Agreement, good and valid title to such Holder’s Note will pass to the Company, free and clear of any Liens imposed upon such Holder or its assets or as a result of any action taken by such Holder.

(c) Non-Contravention. The execution and delivery of this Agreement by such Holder and the performance by such Holder of its obligations hereunder will not violate (i) any Applicable Law, judgment, order or decree of any Governmental Authority binding upon the Holder, (ii) the Organizational Documents of such Holder or (iii) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any agreement, document or instrument to which such Holder is a party, except, in the case of clauses (i) and (iii), violations as would not reasonably be expected to materially and adversely affect such Holder’s ability to perform its obligations under this Agreement or consummate the Transactions on a timely basis.

(d) No Recommendation or Endorsement. The Holder understands that no United States federal or state agency or any other government or Governmental Authority has passed on or made any recommendation or endorsement of the Class A Shares or the fairness or suitability of the investment in the Class A Shares nor have such authorities passed upon or endorsed the merits of the offering of the Class A Shares.

(e) Accredited Investor Status. Such Holder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act and has such knowledge and experience in business and financial matters so as to be capable of evaluating the merits and risks of its investment in the Class A Shares. Such Holder understands and accepts that acquiring the Class A Shares involves risks, including those described in the SEC Documents. Such Holder is a sophisticated participant in the transactions contemplated hereby and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Class A Shares, is experienced in investing in capital markets and is able to bear the economic risk associated with an investment in the Class A Shares.

(f) Exemptions. Such Holder understands that the Class A Shares are being issued and delivered to such Holder in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws, that the Class A Shares constitute “restricted securities” within the meaning of Rule 144 under the Securities Act even though the Class A Shares will be issued to such Holder without any restrictive legend, and that the Company is relying in part upon the truth and accuracy of, and such Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Investor set forth herein for purposes of the foregoing. Such Holder’s participation in the Redemption and the Conversion was not solicited by any Person other than the Company.

(g) No Investment Advice. Without limiting the right of each Holder to rely on the Company SEC Reports or to rely on or enforce the representations, warranties, covenants and agreements of the Company in this Agreement, each Holder confirms that it is not relying on any communication (written or oral) of the Company or any of its agents or affiliates as investment advice or as a recommendation to enter into this Agreement and receive the Class A Shares pursuant to the terms hereof. It is understood that neither the Company, nor any of its agents or affiliates is acting or has acted as an advisor to any Holder in deciding whether to enter into this Agreement. Without limiting the right of each Holder to rely on the Company SEC Reports or to rely on or enforce the representations, warranties, covenants and agreements of the Company in this Agreement, in deciding to enter into this Agreement, each Holder has made its own independent decision that participation in the Redemption (as applicable) is suitable and appropriate for such Holder.

(h) Mutual Negotiation. The Holder acknowledges that the terms of the Redemption have been mutually negotiated between each Holder and the Company. Each Holder was given a meaningful opportunity to negotiate the terms of the Exchange.

(i) No Broker. Other than any fees, discounts or commissions payable to the Underwriter pursuant to the Underwriting Agreement, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the consummation of the Transactions based upon arrangements made by or on behalf of each Holder.

(j) Diligence. Each Holder and its advisors, if any, have been afforded the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of an investment in the Class A Shares. None of any such inquiries, any other due diligence investigations conducted by any Holder or its advisors or its representatives, if any, and the making by such Holder or representations and warranties pursuant to this Section shall modify, amend or otherwise affect such Holder’s right to rely on the Company SEC Reports or the representations of the Company contained in Section 3.01 of this Agreement.

ARTICLE IV.
COVENANTS; CONSENT

Section 4.01. Listing. The Company shall submit a Notice of Additional Listing Form for the listing of the Class A Shares on the Nasdaq Stock Market (the “Exchange”).

Section 4.02. Expenses. Each of the parties hereto shall be responsible for its own expenses, including attorneys’ and other advisors’ fees, associated with this Agreement (including the negotiation hereof) and the Transactions.

Section 4.03. Underwritten Offering Cooperation. Without limiting the rights of the Holders pursuant to Section 7.3 of the Note Purchase Agreement, during the period commencing on the date of this Agreement and ending on the closing of the underwritten public offering of the Class A Shares contemplated by the Underwriting Agreement (the “Offering”), the Company shall (a) cooperate in the offering of the Class A Shares as contemplated by the Underwriting Agreement, which cooperation shall include (i) delivering, or causing to be delivered, to the Underwriter, as contemplated by the Underwriting Agreement, an opinion and negative assurance letter of counsel to the Company and a comfort letter from the Company’s independent public accountants and (ii) otherwise complying with all the agreements and satisfying all the conditions on its part to be performed or satisfied at or prior to the Settlement Date pursuant to the Underwriting Agreement.

Section 4.04. Class A Shares. The Company acknowledges, warrants and agrees that all of the Class A Shares are “Registrable Securities” (as defined in Section 7.3 of the Note Purchase Agreement) and the Class A Shares and the holders thereof are entitled to (and the Company shall provide to the Class A Shares and the holders thereof) all of the rights and benefits to which Registrable Securities and the holders thereof are entitled under the Note Purchase Agreement. Each Holder acknowledges, covenants and agrees that it is subject to all of its obligations in respect of the Registrable Securities pursuant to Section 7.3 of the Note Purchase Agreement and that it shall sell or otherwise transfer any of the Class A Shares offered pursuant to the Underwriting Agreement only pursuant to the Underwriting Agreement and pursuant to the Registration Statement (unless not effective and available therefor), in accordance with the Plan of Distribution set forth therein. Each Holder further acknowledges, covenants and agrees that the Remaining Shares shall bear or otherwise be subject to a legend regarding restrictions on transfer under the Securities Act and that it shall sell or otherwise transfer any of the Remaining Shares not sold pursuant to the Underwriting Agreement (a) otherwise pursuant to the Registration Statement (unless not effective and available therefor), in accordance with the Plan of Distribution set forth therein, (b) pursuant to Rule 144 under the Securities Act (subject to Rule 144(i)), if and as available therefor, or (c) pursuant to any other available exemption from the registration requirements of the Securities Act.

Section 4.05. Tax Forms. Each Holder shall provide the Company with a properly completed and executed IRS Form W-9.

Section 4.06. Offering Materials. The Company shall promptly deliver to each Holder, without charge, as many copies of the prospectus supplement with respect to the Offering, together with the Registration Statement (the “Offering Materials”) (including the form of prospectus) and each amendment or supplement thereto as such Holders may reasonably request.

Section 4.07. Resignation of Conversant Director. Conversant shall use its commercially reasonable efforts to cause Robert Grove to resign from the Board of Directors of the Company within one (1) day of the Settlement Date.

Section 4.08. No Conflicts. The parties acknowledge and agree that, notwithstanding anything to the contrary, the execution and delivery by the Company and the Holders of the Underwriting Agreement and the performance of their obligations thereunder, including the sale of any securities thereunder by any Holder, will not result in any breach of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) under, this Agreement by the Company or any such Holder.

Section 4.09. USRPHC. Within a reasonable period following (and in any event within 20 days after receipt of) written request by a Holder, the Company shall provide such Holder with a written statement informing such Investor whether such Investor’s interest in the Company constitutes a “United States real property interest” as defined in Section 897(c)(1) of the Code.

ARTICLE V.
INDEMNIFICATION

Section 5.01. Indemnification by the Company. The Company hereby agrees to indemnify, defend and hold harmless each Holder and its Affiliates and each of their respective officers, directors, agents, employees, shareholders, equity holders (regardless of whether such interests are held directly or indirectly), members and partners (each, a “Holder Indemnified Person”), to the fullest extent permitted by Applicable Law, from and against any and all losses, Proceedings, damages, liabilities, obligations contingencies, costs and expenses (including reasonable and documented attorneys’ fees) (collectively, “Losses”), joint or several, as incurred, that any Holder Indemnified Person may suffer or incur in connection with, arising out, as a result of, relating to or based upon (a) any representation or warranty of the Company in Section 3.01 being untrue, (b) any breach of any covenant or agreement made or to be performed by the Company hereunder, (c) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, the Offering Materials or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (d) any violation or alleged violation by the Company or its agents of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance or nonperformance of its obligations under this Agreement or any action or inaction required of the Company in connection with any registration of such Holder’s Registrable Securities; except, in the case of clause (c), to the extent that such untrue statements or omissions are based upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use in such Registration Statement, Offering Materials or in any amendment or supplement thereto. The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. The indemnity obligations in this Section 5.01 shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder Indemnified Person and shall survive the transfer of the Class A Shares by the Holders and the termination of this Agreement.

Section 5.02. Indemnification by the Holders. Each Holder and its permitted assignees, severally and not jointly, hereby agrees to indemnify, defend and hold harmless the Company, its respective officers, directors, agents, employees, shareholders, equity holders (regardless of whether such interests are held directly or indirectly), members and partners (each a “Company Indemnified Person”), to the fullest extent permitted by Applicable Law, from and against all Losses, as incurred, to the extent arising out of or relating to (a) any representation or warranty of a Holder in Section 3.02 being untrue or misleading, (b) any breach of any covenant or agreement made or to be performed by a Holder hereunder, or (c) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Offering Materials, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading to the extent that such untrue statement or omission is contained in any information regarding such Holder furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or the Offering Materials; provided that the indemnification obligations provided in this Section 5.02 shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information concerning the Company furnished to the Holders by or on behalf of the Company expressly for use in the Registration Statement or the Offering Materials (or any amendment or supplement thereto). Notwithstanding the foregoing, in no event shall the aggregate liability of a selling Holder under Section 5.02(c) be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5.02(c) and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Class A Shares included in the Registration Statement giving rise to such indemnification obligation.

ARTICLE VI.
MISCELLANEOUS

Section 6.01. Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all other prior and contemporaneous agreements and understandings, both oral and written, among the Holders and the Company.

Section 6.02. Amendments and Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and each affected Holder. No waiver of any breach or default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent breach or default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

Section 6.03. Successors and Assigns. All of the covenants and provisions of this Agreement by or for the benefit of each Holder or the Company shall bind and inure to the benefit of their respective successors and permitted assigns. No party hereunder may assign its rights or obligations hereunder without the prior written consent of the other parties hereto; provided, however, following the Settlement Date, that a Holder may assign its rights and obligations under this Agreement in respect of any Remaining Shares to an Affiliate or subsidiary of such Holder, or to any successor to such Holder, to which such Holder transfers or assigns such Remaining Shares.

Section 6.04. Termination. This Agreement may be terminated at any time: (a) by the mutual written consent of the Company and the Holders, or (b) by either the Company or the Holders, if the Settlement Date shall not have occurred with respect to a Holder on or before December 20, 2024 due to the Company’s or such Holder’s failure to satisfy any of the conditions required to be satisfied by it in Section 1.03 (and the nonbreaching party’s failure to waive such unsatisfied condition(s)), in which case the nonbreaching party shall have the option to terminate this Agreement with respect to such breaching party at the close of business on such date without liability of any party to any other party. This Agreement may be terminated in the absolute discretion of the Company if, after the execution and delivery of this Agreement and prior to the Settlement Date, the Credit Agreement is terminated prior to the funding of the subordinated loan thereunder. For the avoidance of doubt, the termination of this Agreement in accordance with its terms prior to the Settlement Date shall not, in and of itself, constitute a Default or Event of Default under any Note.

Section 6.05. Counterparts; Effectiveness. This Agreement and any amendment hereto may be executed and delivered in any number of counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. No party hereto shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.

Section 6.06. Effect of Headings. The section and subsection headings herein are for convenience only and not part of this Agreement and shall not affect the interpretation thereof.

Section 6.07. Further Assurances. Each of the parties hereby agree, from time to time, as and when reasonably requested by any other party hereto, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements, including secretary’s certificates, stock powers and irrevocable transfer agent instructions, and to take or cause to be taken such further or other action, as may be reasonably necessary or desirable in order to carry out the intent and purposes of this Agreement.

Section 6.08. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

Section 6.09. Governing Law. This Agreement and all matters arising out of or relating to it will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any conflicts of laws rules or principles that would result in the application of the substantive laws of any other jurisdiction. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York for any dispute, controversy, proceeding or claim arising out of or relating to: (a) this Agreement or any of the subject matter hereof, (b) the breach, termination, enforcement, interpretation or validity of this Agreement, or (c) the relationship among the parties hereto, in each case, whether in contract, tort, common or statutory law, equity or otherwise (collectively, a “Dispute”). Each party agrees that it shall pursue any Dispute exclusively in either the United States District Court for the District of New York, sitting in in the County of New York, to the extent that such court has subject matter jurisdiction or, if not, the Commercial Division of the Supreme Court of the State of New York in the County of New York (collectively, the “New York Courts”), unless jurisdiction over the Dispute does not lie in the New York Courts. Each party hereby irrevocably and unconditionally consent to submit to the jurisdiction of the courts of the State of New York or the courts of the United States, in each case, located in the Borough of Manhattan, New York City, New York, and the courts in Delaware described in the next sentence, for any Dispute. Each party agrees that if jurisdiction over the Dispute does not lie in the New York Courts, then the party shall make application to the Delaware Court of Chancery for the resolution of such Dispute, and if jurisdiction over the Dispute does not lie the Delaware Court of Chancery, then a party shall make application to any other court in the State of Delaware in which jurisdiction properly lies for the resolution of the Dispute. The parties hereby irrevocably and unconditionally consent to the jurisdiction of the appropriate appellate courts from the courts mentioned above in any Dispute and irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any such Dispute in any such court or that any such action, suit or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

Section 6.10. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 6.11. Notices. Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) effective on the same date only if delivered by 5:30pm local time and, if not, on the next Business Day, if delivered personally or by electronic mail (so long as such transmission does not generate an error message or notice of non-delivery), (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service, or (c) on the third Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All communications hereunder, if sent to any of the Holders, shall be delivered to the address set forth under such Holder’s name on Schedule 1 hereto, as the same may be updated by each Holder from time to time by notice to the Company in accordance with this Section 6.11 and with a copy to outside counsel listed on the signature page hereto; and if sent to the Company, shall be mailed or delivered to the Company at:

	United Homes Group, Inc. 917 Chapin Road Chapin, South Carolina 29036 Attention: General Counsel
	Email:	erinreevesmcginnis@unitedhomesgroup.com

	with a copy to:

	Katten Muchin Rosenman LLP 525 W. Monroe Street Chicago, Illinois 60661
	Attn:	Mark D. Wood, Esq. Elizabeth C. McNichol, Esq.
	Email:	mark.wood@katten.com elizabeth.mcnichol@katten.com

Section 6.12. Interpretation; Other Definitions. Wherever required by the context of this Agreement, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa, and references to any agreement, document or instrument shall be deemed to refer to such agreement, document or instrument as amended, supplemented or modified from time to time. All article, section, paragraph or clause references not attributed to a particular document shall be references to such parts of this Agreement, and all exhibit, annex, letter and schedule references not attributed to a particular document shall be references to such exhibits, annexes, letters and schedules to this Agreement. In addition, the following terms are ascribed the following meanings:

(a) the word “or” is not exclusive;

(b) the words “including,” “includes,” “included” and “include” are deemed to be followed by the words “without limitation”;

(c) the terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision;

(d) “beneficial owner,” “beneficially own” or “beneficial ownership” has the meaning assigned to such term in Rule 13d-3 under the Exchange Act, and a person or entity’s beneficial ownership of securities shall be calculated in accordance with the provisions of such Rule (in each case, irrespective of whether or not such Rule is actually applicable in such circumstance).

Section 6.13. Captions. The article, section, paragraph and clause captions herein are for convenience of reference only, do not constitute part of this Agreement and will not be deemed to limit or otherwise affect any of the provisions hereof.

Section 6.14. Severability. If any provision of this Agreement or the application thereof to any Person (including the officers and directors of the parties hereto) or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

Section 6.15. No Third Party Beneficiaries. Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person or entity other than the parties hereto (and their permitted assigns), any benefit, right or remedies.

Section 6.16. Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, without the necessity of posting bond or other undertaking or proving economic damages, the parties shall be entitled to specific performance of the terms hereof, this being in addition to any other remedies to which they are entitled at law or equity, and in the event that any action or suit is brought in equity to enforce the provisions of this Agreement, and no party will allege, and each party hereby waives, the defense or counterclaim that there is an adequate remedy at law.

[The remainder of this page is intentionally left blank—signature pages follow]

IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly executed as of the date first written above.

	THE COMPANY:

	UNITED HOMES GROUP, INC.
	By:	/s/ Keith Feldman
		Name: Keith Feldman
		Title: Chief Financial Officer

[Signature Page to Redemption Agreement]

	HOLDERS:

	CONVERSANT OPPORTUNITY MASTER FUND LP, as nominee for Conversant Opportunity Master Fund Sub LLC By: Conversant GP Holdings LLC Its: General Partner


	By:	/s/ Paul Dumaine
		Name: Paul Dumaine
		Title: General Counsel

	DENDUR DOMESTIC FUND LLC

	By:	/s/ Michael Anastasio
	Name: Michael Anastasio
	Title: Authorized Signatory

	JASPER LAKE VENTURES ONE LLC

	By:	/s/ Joseph Kolatch
	Name: Joseph Kolatch
	Title: Authorized Signatory

	HAZELVIEW SECURITIES INC.

	By:	/s/ Corrado Russo
	Name: Corrado Russo
	Title: Senior Managing Director, Investments & Global Head of Securities

	LIMINALITY PARTNERS RV LP

	By:	/s/ Charles Ledley
	Name: Charles Ledley
	Title: Manager of General Partner

[Signature Page to Redemption Agreement]

SCHEDULE 1

HOLDERS

Name of Holder	Aggregate Principal Amount of Note	Accrued and Unpaid Interest	Cash Consideration	Number of Class A Shares
Conversant Opportunity Master Fund, LP as nominee for Conversant Opportunity Master Fund Sub LLC Notice Information: Conversant Opportunity Master Fund LP c/o Conversant Capital LLC 25 Deforest Avenue, Summit, New Jersey 07901-2140 Attention: Bryant Daniels and Paul H. Dumaine Emails: bdaniels@conversant.com and pdumaine@conversant.com with copies (which shall not constitute notice) to: Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004-1980 Attention: John M. Bibona Email: john.bibona@friedfrank.com Wire Information:	$35,000,000.00	$71,917.81	$30,696,917.81	4,466,827
Dendur Domestic Fund LLC Notice Information: Dendur Domestic Fund Ltd c/o Dendur Capital LP 250 W 55th St, 26th Floor New York, NY 10019 Attention: Michael Anastasio and Sam Breuer Email: manastasio@dendurcap.com sbreuer@dendurcap.com Wire Information:	$30,000,000.00	$61,643.84	$26,311,643.84	3,842,800

S-1

Jasper Lake Ventures One LLC Notice Information: Jasper Lake Ventures One LLC 930 Sylvan Ave, Suite 115 Englewood Cliffs, NJ 07632 Attn: Noah Kolatch and Joey Kolatch Email: noah.kolatch@jasperlp.com Email: joey.kolatch@jasperlp.com Wire Information:	$5,000,000.00	$10,273.97	$4,385,273.97	619,741
Hazelview Securities Inc. Notice Information: Hazelview Securities Inc. General Counsel phawkings@hazelview.com 1133 Yonge Street, 4th Floor, Toronto, ON M4T 2Y7 Wire Information:	$5,000,000.00	$10,273.97	$4,385,273.97	619,741
Liminality Partners RV LP Notice Information: Liminality Capital LP 11 Arlington Street Boston, MA 02116 Attn: Brian Miller Email: brian@liminalitycapital.com and ari@liminalitycapital.com Wire Information:	$5,000,000.00	$10,273.97	$4,385,273.97	619,741

S-2

EXHIBIT A

FORM OF SECRETARY’S CERTIFICATE

SECRETARY’S CERTIFICATE

UNITED HOMES GROUP, INC.

This Secretary’s Certificate is delivered pursuant to (i) Section 1.03(a)(v) of that certain Redemption Agreement (the “Redemption Agreement”), dated as of December 5, 2024, by and among United Homes Group, Inc., a Delaware corporation (the “Company”), and the holders party thereto and (ii) Section 5(l) of that certain Underwriting Agreement, dated as of December 11, 2024, by and among the Company, BTIG, LLC, and the stockholders of the Company listed on Schedule I thereto (the “Underwriting Agreement”). Capitalized terms not defined herein but used herein shall have the same meaning ascribed to them in the Redemption Agreement. The undersigned, Erin Reeves McGinnis, Corporate Secretary of the Company, hereby certifies on behalf of the Company, solely in her capacity as an officer of the Company and not in any individual capacity, as follows:

1. Attached hereto as Exhibit A is a correct and complete copy of the Amended and Restated Certificate of Incorporation of the Company, which is in full force and effect on the date hereof.

2. Attached hereto as Exhibit B is a correct and complete copy of the Company’s Amended and Restated Bylaws, which are in full force and effect on the date hereof.

3. Attached hereto as Exhibit C are correct and complete copies of (i) the unanimous written consent of the Board of Directors of the Company (the “Board of Directors”) dated March 21, 2023, approving the issuance of the Notes, which resolutions are in full force and effect as of the date hereof and have not been amended or rescinded, (ii) the resolutions duly adopted at a meeting at which a quorum was present and acting throughout of the Board of Directors on November 7, 2024 in which the Board of Directors approved, in form, the Redemption Agreement and the public offering of a portion of the Class A Shares pursuant to the Underwriting Agreement and (iii) the resolutions duly adopted at a meeting at which a quorum was present and acting throughout of the pricing committee established by the Board of Directors (the “Pricing Committee”) on December 5, 2024 in which the Pricing Committee approved the final terms of the Redemption Agreement and the Underwriting Agreement. Such resolutions have not been amended, rescinded or modified in any way since the date of adoption thereof and remain in full force and effect on the date hereof.

4. Attached hereto as Exhibit D is a true and correct copy of the certificate of good standing of the Company in Delaware issued by the Secretary of State of the State of Delaware.

5. Attached hereto as Exhibit E is a true and correct copy of the Incumbency Certificate that attests to the officers duly elected or appointed to and currently occupying the offices of the Company as set forth therein.

[Signature Page Follows]

Ex-A

IN WITNESS WHEREOF, I have signed this Certificate as of this 11th day of December 2024.


	Name: Erin Reeves McGinnis
	Title: Corporate Secretary

EXHIBIT B

FORM OF OPINION OF COMPANY COUNSEL

Based solely on a review of the Certificate of Incorporation of the Company and the Company Delaware Certificate, the Company is a corporation validly existing and in good standing under the laws of the State of Delaware, with the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Offering Materials.

The Company has an authorized capital stock as set forth in the Registration Statement, and the Class A Shares conform in all material respects as to legal matters to the descriptions thereof in the Registration Statement.

The Class A Shares have been duly authorized for issuance, and when issued and delivered in accordance with the Redemption Agreement against delivery of the Notes for cancellation, the Class A Shares will be validly issued, fully paid and non-assessable.

The offer and sale by the Company of the Class A Shares to each Holder is exempt from the registration requirements of the Securities Act, as amended (it being understood that no opinion is expressed as to any subsequent resale of the Class A Shares).

Ex-B

7,420,057 Shares

United Homes Group, Inc.

Common Stock

UNDERWRITING AGREEMENT

December 5, 2024

BTIG, LLC

65 East 55^th Street

New York, NY 10022

Ladies and Gentlemen:

The stockholders of United Homes Group, Inc., a Delaware corporation (the “Company”), listed in Schedule I hereto (the “Selling Stockholders” and each, a “Selling Stockholder”), propose to sell to BTIG, LLC (the “Underwriter”) an aggregate of 7,420,057 shares (the “Underwritten Shares”) of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Selling Stockholders also propose to grant to the Underwriters an option to purchase up to 1,113,009 additional shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares purchased pursuant to this Underwriting Agreement are herein called the “Securities.”

The Company and Selling Stockholders hereby confirm their respective agreement with respect to the sale of the Securities to the Underwriter.

1. Registration Statement and Prospectus. A registration statement on Form S-3 (File No. 333-280404) with respect to the Securities, including a preliminary form of prospectus, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations (“Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. Such registration statement, including the amendments, exhibits and schedules thereto, as of the time it became effective, and any post-effective amendments, including the Rule 430 Information (as defined below), and all documents incorporated by reference therein, is referred to herein as the “Registration Statement.” The Company will prepare and file a prospectus pursuant to Rule 424(b) of the Rules and Regulations that discloses the information previously omitted from the prospectus in the Registration Statement in reliance upon Rules 430B or 430C of the Rules and Regulations, which information will be deemed retroactively to be a part of the Registration Statement in accordance with Rules 430B or 430C of the Rules and Regulations (“Rule 430 Information”). “Preliminary Prospectus” means any prospectus included in the Registration Statement prior to the Effective Time of the Registration Statement, any prospectus included in the Registration Statement through a post-effective amendment, and each prospectus that omits Rule 430 Information used after the Effective Time of the Registration Statement. “Prospectus” means the prospectus that discloses the public offering price and other final terms of

the Securities and the offering and otherwise satisfies Section 10(a) of the Act. Any reference to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act as of the date of such Preliminary Prospectus or the Prospectus, as the case may be. Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and before the date of such amendment or supplement and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any document filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date and before the date of such amendment that is incorporated by reference in the Registration Statement. All references in this Agreement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing, is deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“EDGAR”).

2. Representations and Warranties of the Company.

(a) The Company represents and warrants to, and agrees with, the Underwriter as follows:

(i) Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission a registration statement (file number 333-280404) on Form S-3, including a related base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Effective Time, has become effective. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to the Underwriter. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder and, except to the extent the Underwriter shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriter prior to the Effective Time or, to the extent not completed at the Effective Time, shall contain only such specific additional information and other changes (beyond that contained in the base Prospectus and any Preliminary Prospectus) as the Company has advised the Underwriter, prior to the Effective Time, will be included or made therein. The Registration Statement, at the Effective Time, meets the requirements set forth in the Act.

For purposes of this Agreement:

“Credit Agreement” has the meaning given to such term in the Redemption Agreement.

“Effective Time” with respect to the Registration Statement means the date and time as of which the Registration Statement is deemed effective pursuant to Rule 430B(f)(2) for purposes of liability of the Underwriter under Section 11 of the Securities Act in respect of the Securities.

“Redemption Agreement” means that certain redemption agreement dated the date hereof by and among the Company and the Selling Stockholders.

“Securities Laws” means, collectively, the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley”), the Act, the Exchange Act, the Rules and Regulations, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Sarbanes-Oxley) promulgated or approved by the Public Company Accounting Oversight Board and, as applicable, the rules of The Nasdaq Stock Market (“Exchange Rules”) or the Financial Industry Regulation Authority.

“Time of Sale” means 8:00 p.m. (Eastern Time) on the date of this Agreement.

“Transactions” has the meaning given to such term in the Redemption Agreement.

Unless otherwise specified, a reference to a “rule” is to the indicated rule under the Act.

(ii) Compliance with Securities Act Requirements. (x) (A) At the Effective Time, (B) on the date of this Agreement and (C) at the Closing Date (as defined below), the Registration Statement conformed and will conform in all material respects to the requirements of the Act and (y) on its date, at the time of filing of the Prospectus pursuant to Rule 424(b), and at the Closing Date, the Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any such document based upon written information furnished to the Company by any Selling Stockholder (solely in its capacity as such) or by the Underwriter, in either case specifically for use therein.

(iii) Ineligible Issuer Status. (i) At the time of the initial filing of the Registration Statement and (ii) at the date of this Agreement, the Company was and is an “ineligible issuer,” as defined in Rule 405.

(iv) Time of Sale Disclosure Package. As of the Time of Sale, neither the Preliminary Prospectus, dated December 5, 2024, nor the information on Schedule II, all considered together (the “Time of Sale Disclosure Package”) included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(v) No Issuer Free Writing Prospectus. The Company agrees that it has not made and will not make any offer relating to the Shares that would constitute an issuer free writing prospectus (an “Issuer Free Writing Prospectus”), as defined in Rule 433 under the Act (“Rule 433”) or that would otherwise constitute a free writing prospectus, as defined in Rule 405 under the Act, required to be filed by the Company with the Commission or retained by the Company under Rule 433.

(vi) Good Standing of the Company. (x) The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Time of Sale Disclosure Package; and (y) the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except in the case of clause (y) where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the condition (financial or other), business, properties, or results of operations of the Company and its subsidiaries taken as a whole (“Material Adverse Effect”).

(vii) Subsidiaries. Each subsidiary of the Company has been duly incorporated, organized or formed, is validly existing as a corporation or other business entity in good standing under the laws of the jurisdiction of its organization, and has the corporate or business entity power to own its properties and conduct its business as described in the Time of Sale Disclosure Package; and each subsidiary of the Company is duly qualified to transact business and is in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such registration, except, in each case, where the failure to be so registered or in good standing would not, individually or in the aggregate, have a Material Adverse Effect; all of the issued and outstanding capital stock or other equity interests of each subsidiary of the Company has been duly authorized and validly issued and are fully paid and nonassessable.

(viii) Securities. The Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Time of Sale Disclosure Package; all outstanding shares of capital stock of the Company are, or will be, at the Closing Date, validly issued, fully paid and nonassessable and will conform to the information in the Time of Sale Disclosure Package and to the description of such Securities contained in the Prospectus; the stockholders of the Company have no preemptive rights with respect to the Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder.

(ix) No Finder’s Fee. Except as disclosed in the Time of Sale Disclosure Package, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder's fee or other like payment in connection with this offering.

(x) Registration Rights. Except as disclosed in the Time of Sale Disclosure Package, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to a Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act.

(xi) Listing. The Securities are listed on The Nasdaq Stock Market LLC (the “Exchange”).

(xii) Absence of Further Requirements. No consent, approval, authorization, or order of, or filing or registration with, any person (including any governmental agency or body, any accrediting agency or any court) is required to be obtained or made by the Company for the consummation of the transactions contemplated by this Agreement in connection with the sale of the Securities, except such as have been obtained, or made and such as may be required under state or federal securities laws.

(xiii) Title to Property. The Company and its subsidiaries have good and marketable title to all real properties and all other properties and assets described in the Time of Sale Disclosure Package as being owned by them that are material to the business of the Company, in each case free from liens, charge, encumbrances (excluding liens, charge and encumbrances under the Company’s secured financing arrangements) and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them and, except as disclosed in the Time of Sale Disclosure Package, the Company and its subsidiaries hold any leased real or personal property under valid and enforceable leases with no terms or provisions that would materially interfere with the use made or to be made thereof by them, except in each case, as would not reasonably be expected to have a Material Adverse Effect.

(xiv) Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement and the sale of the Securities by each of the Selling Stockholders will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws of the Company or the articles of organization or operating agreement of any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or (iii) any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except in the cases of clauses (ii) and (iii) such breaches, violations, defaults or impositions (other than a Debt Repayment Triggering Event) that would not, individually or in the aggregate, result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of

indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

(xv) Absence of Existing Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its respective charter or by-laws or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such violations or defaults that would not, individually or in the aggregate, result in a Material Adverse Effect.

(xvi) Authorization of Agreement. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

(xvii) Possession of Licenses and Permits. The Company and each of its subsidiaries (A) possess, and are in compliance, in all material respects, with the terms of, all certificates, authorizations, accreditations, franchises, licenses and permits (“Licenses”) necessary or material to the conduct of the business now conducted or proposed in the Time of Sale Disclosure Package to be conducted by them, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (B) have not received any notice of proceedings relating to the revocation or modification of any Licenses that would, individually or in the aggregate, have a Material Adverse Effect.

(xviii) Absence of Labor Dispute. No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent that would reasonably be expected to have a Material Adverse Effect.

(xix) Possession of Intellectual Property. The Company and its subsidiaries own or have a valid license to all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all registrations, applications for registration, and goodwill associated with any of the foregoing (collectively, “Intellectual Property Rights”) currently employed by them in connection with the business as now operated, or as proposed in the Registration Statement, the Time of Sale Disclosure Package, and the Prospectus, to be operated, by them, except where the failure to own, possess, license, have the right to use any of the foregoing would not reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property Rights exclusively licensed to the Company and its subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as currently conducted are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by

others challenging the validity, scope or enforceability of any such Intellectual Property Rights; (iii) neither the Company nor any of its subsidiaries has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or purported to be owned by the Company or its subsidiaries is owned solely by the Company or its subsidiaries and is owned free and clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not, individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s knowledge, neither the Company nor any of its subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of a third party; and (vii) the Company and its subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all information intended to be maintained as a trade secret.

(xx) Open Source. The Company and its subsidiaries do not use nor distribute, and have not used nor distributed, any software and other materials distributed under a “free,” “open source,” or similar licensing arrangement (including but not limited to the MIT License, Apache License, GNU General Public License, GNU Lesser General Public License and GNU Affero General Public License) (“Open Source Software”), except in each case as would not reasonably be expected to result in a Material Adverse Effect if the license for such Open Source Software were breached.

(xxi) Data Security. Except as would not reasonably be expected to have a Material Adverse Effect, (i) the Company and each of its subsidiaries have complied and are presently in compliance with all internal and external privacy policies, contractual obligations, applicable laws, statutes, judgments, orders, rules and regulations of any court or arbitrator or other governmental or regulatory authority and any other legal obligations, in each case, relating to the collection, use, transfer, import, export, storage, protection, disposal and disclosure by the Company or any of its subsidiaries of personal, personally identifiable, household, sensitive, confidential or regulated data (“Data Security Obligations”, and such data, “Data”); (ii) the Company has not received any notification of or complaint regarding non-compliance with any Data Security Obligation; and (iii) there is no action, suit or proceeding by or before any court or governmental agency, authority or body pending or, to the knowledge of the Company, threatened alleging non-compliance with any Data Security Obligation.

(xxii) IT Systems. Except as would not reasonably be expected to have a Material Adverse Effect, the Company and each of its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, the “IT Systems”) are reasonably adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other

corruptants. The Company and each of its subsidiaries have taken reasonable technical and organizational measures to protect the IT Systems and Data used in connection with the operation of the Company’s and its subsidiaries’ businesses. Without limiting the foregoing, the Company and its subsidiaries have used reasonable efforts to establish and maintain, and have established, maintained, implemented and complied with, reasonable information technology, information security, cyber security and data protection controls, policies and procedures, including oversight, access controls, encryption, technological and physical safeguards and business continuity/disaster recovery and security plans that are designed to protect against and prevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of or relating to any IT System or Data used in connection with the operation of the Company’s and its subsidiaries’ businesses (“Breach”). To the Company’s knowledge, there has been no such material Breach, and the Company and its subsidiaries have not been notified of and have no knowledge of any event or condition that would reasonably be expected to result in, any such material Breach.

(xxiii) Environmental Laws. Neither the Company nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “environmental laws”), owns or operates any real property that, to the Company’s knowledge, is contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there is no pending investigation which might lead to: any violation of environmental laws by the Company or any of its subsidiaries, any claim with respect to contamination with any substance that is subject to any environmental laws of any real property owned or operated by the Company or any of its subsidiaries, any liability for any off-site disposal or contamination pursuant to any environmental laws, or any claim against the Company or any of its subsidiaries relating to any environmental laws.

(xxiv) Absence of Manipulation. The Company has not taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(xxv) Statistical and Market-Related Data. Any third-party statistical and market-related data included or incorporated by reference in a Registration Statement or the Time of Sale Disclosure Package are based on or derived from sources that the Company believes to be reliable and accurate.

(xxvi) Internal Controls. Except as disclosed in the Time of Sale Disclosure Package, the Company maintains a system of internal controls, including, but not limited to, disclosure controls and procedures, internal controls over accounting matters

and financial reporting, an internal audit function and legal and regulatory compliance controls (collectively, “Internal Controls”) that comply with the Securities Laws and are sufficient to provide reasonable assurances that (i) the Company maintains records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. Generally Accepted Accounting Principles, (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements and (iv) information required to be disclosed by the Company in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Internal Controls are overseen by the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board”) in accordance with Exchange Rules. Except as contemplated in the Time of Sale Disclosure Package, the Company has not publicly disclosed or reported to the Audit Committee or the Board a material weakness, change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls (each, an “Internal Control Event”), which would have a Material Adverse Effect. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Time of Sale Disclosure Package fairly present the information called for in all material respects and are prepared in accordance with the Rules and Regulations.

(xxvii) Litigation. There are no pending actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) against the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement; and no such actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) are, to the Company’s knowledge, threatened.

(xxviii) Financial Statements. The financial statements included in each of the Registration Statement and the Time of Sale Disclosure Package present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis; all non-GAAP financial information included in the Registration Statement and the Time of Sale Disclosure Package complies with the requirements of Regulation G and Item 10 of Regulation S-K under the Act; the schedules included in the Registration Statement present fairly the information required to be stated therein; there are no pro forma or as adjusted financial statements which are required to be included in the Registration Statement and the Time of Sale Disclosure Package in accordance with Regulation S-X under the Act but which are not so included; and there are no off-balance sheet arrangements (as defined in Regulation

S-K under the Act, Item 303) which are required to be disclosed in the Registration Statement and the Time of Sale Disclosure Package but which are not so disclosed.

(xxix) No Material Adverse Change in Business. Since the end of the period covered by the latest audited financial statements included in the Time of Sale Disclosure Package (i) there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business, or properties of the Company and its subsidiaries, taken as a whole, that is material and adverse, (ii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock and (iii) except as contemplated by this Agreement, the Redemption Agreement and the Credit Agreement, including the consummation of the Transactions, or as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there has been no change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries.

(xxx) Investment Company Act. Neither the Company nor any of its subsidiaries is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the rules and regulations of the Commission thereunder, or (ii) a “business development company” (as defined in Section 2(a)(48) of the Investment Company Act.

(xxxi) Taxes. The Company and its subsidiaries have filed all federal, state, local and non-U.S. tax returns that are required to be filed or have requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect); and the Company and its subsidiaries have paid all taxes (including any assessments, fines or penalties) required to be paid by them, except for any such taxes, assessments, fines or penalties currently being contested in good faith or as would not, individually or in the aggregate, have a Material Adverse Effect.

(xxxii) Insurance. The Company and its subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as is adequate for the conduct of its business and the value of its properties and as is customary for companies engaged in similar businesses in similar industries, including directors and officer’s liability insurance. Except as would not have a Material Adverse Effect, there are no claims by the Company or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; neither the Company nor any such subsidiary has been refused any insurance coverage sought or applied for; neither the Company nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

(xxxiii) Accountants. Forvis Mazars, LLP, which has expressed its opinion with respect to the annual financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus are independent public accountants

as required by the Act, the Exchange Act, the Rules and Regulations and the Public Company Accounting Oversight Board.

(xxxiv) Foreign Corrupt Practices Act. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company after due inquiry, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries, has in the course of its actions for, or on behalf of, the Company or any of its subsidiaries: (i) made any unlawful contribution, gift, or other unlawful expense relating to political activity; (ii) made any direct or indirect bribe, kickback, rebate, payoff, influence payment, or otherwise unlawfully provided anything of value, to any “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (collectively, the “FCPA”)), or domestic government official; or (iii) violated or is in violation of any provision of the FCPA, the Bribery Act 2010 of the United Kingdom, as amended (the “Bribery Act 2010”), or any other applicable anti-bribery statute or regulation. The Company and its subsidiaries and, to the knowledge of the Company, the Company’s controlled affiliates, have conducted their respective businesses in compliance with the FCPA, Bribery Act 2010, and all other applicable anti-bribery statutes and regulations, and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to ensure, continued compliance therewith.

(xxxv) Anti-Money Laundering Laws. The operations of the Company and each of its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and each of its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(xxxvi) OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or person acting on behalf of the Company or any of its subsidiaries is currently (a) subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”), to the extent in violation of Sanctions, or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, as of the date of this Agreement, the so-called Donetsk People’s Republic, or so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, and the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria). The Company represents and covenants that, except as detailed in the Registration Statement, the Time of Sale Disclosure Package

or the Prospectus, for the past five years, it has not knowingly engaged in, is not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions in violation of Sanctions. For purposes of this section, no person shall be an affiliate of the Company solely by reason of owning less than a majority of any class of voting securities of the Company.

(xxxvii) ERISA and Employee Benefits Matters. Except as would not reasonably be expected to result in a Material Adverse Effect: (i) each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)), other than a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA) (“Multiemployer Plan”), for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in compliance with its terms and with the requirements of all applicable statutes and regulations, including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (each such Plan, a “Pension Plan”), (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA), as to which the Pension Benefit Guaranty Corporation (the “PBGC”) has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified of such event, has occurred or is reasonably expected to occur, (B) no Pension Plan is or is reasonably expected to be in “at risk” status (within the meaning of Section 430(i)(4) of the Code or Section 303(i)(4) of ERISA), (C) there has been no filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan or filing pursuant to Section 4041(c) of ERISA of a notice of intent to terminate any Pension Plan or Pension Plans or proceeding instituted by the PBGC pursuant to Section 4042 of ERISA to appoint a trustee to administer any Pension Plan, (D) both conditions contained in Section 303(k)(1) of ERISA for imposition of a lien have not been met with respect to any Pension Plan and (E) neither the Company nor any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Pension Plan of Multiemployer Plan or premiums to the PBGC in the ordinary course and without default) in respect of any Pension Plan or Multiemployer Plan; (iv) no Multiemployer Plan to which the Company or any member of its Controlled Group makes contributions is, or is expected to be, “insolvent” (within the meaning of Section 4245 of ERISA) or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); and (v) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and, to the knowledge of the Company, nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.

(b) Representations and Warranties of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, represents and warrants to, and agrees with, the Underwriter that:

(i) Title to Securities. Such Selling Stockholder on the Closing Date, and immediately after the issuance of the Shares to such Selling Stockholder upon the redemption of such Selling Stockholder’s convertible promissory notes pursuant to the Redemption Agreement will have valid and unencumbered title to the Securities to be delivered by such Selling Stockholder on the Closing Date and full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Securities to be delivered by such Selling Stockholder on the Closing Date hereunder; and upon the delivery of and payment for the Securities at the Closing Date hereunder the Underwriter will acquire valid and unencumbered title to the Securities to be delivered by such Selling Stockholder on the Closing Date.

(ii) Absence of Further Requirements. No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required to be obtained or made by such Selling Stockholder for the consummation of the transactions contemplated by this Agreement in connection with the offering and sale of the Securities to be sold by such Selling Stockholder, except (a) such as have been obtained and made under the Act, (b) such as may be required under state or federal securities laws or the rules of FINRA or (c) such other approvals as have been obtained.

(iii) Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement and the consummation of the transactions herein and therein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such Selling Stockholder pursuant to, (x) any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Stockholder or any of its properties, (y) any agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the properties of such Selling Stockholder is subject or (z) the organizational documents of such Selling Stockholder, except, in the case of clauses (x) and (y) above, for any breaches, violations, defaults, liens, charges or encumbrances that would not, individually or in the aggregate, materially and adversely affect the ability of such Selling Stockholder to consummate the transactions contemplated herein.

(iv) Compliance with Securities Act Requirements. The sale of Securities by such Selling Stockholder pursuant hereto is not prompted by any material information concerning the Company or any of its subsidiaries which is not set forth in the Disclosure Package and the Prospectus.

(v) Good Standing of the Selling Stockholders. (x) Such Selling Stockholder is (i) an individual residing in the state set forth under its name on Schedule I hereto or (ii) is an entity (each an “Entity Selling Stockholder”) that has been duly

organized and is existing and in good standing under the laws of the jurisdiction of its organization as set forth opposite its name on Schedule I hereto, with power and authority (corporate and other) to effect the transactions contemplated under this Agreement; and (y) if such Selling Stockholder is an Entity Selling Stockholder, such Selling Stockholder is duly qualified to do business as a foreign corporation (or other entity) in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except in the case of clause (y) where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect.

(vi) Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by such Selling Stockholder.

(vii) Absence of Manipulation. Such Selling Stockholder has not taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(viii) Broker/Dealer Relationships. Neither such Selling Stockholder nor, solely with respect to each Selling Stockholder that is an Entity Selling Stockholder, any subsidiary of such Selling Stockholder (i) is required to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls or is a “person associated with a member” or “associated person of a member” (within the meaning set forth in the FINRA Manual).

(viv) No Finder’s Fee. There are no contracts, agreements or understandings between such Selling Stockholder and any person that would give rise to a valid claim against such Selling Stockholder or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering.

(x) OFAC. Neither such Selling Stockholder nor, solely with respect to each Selling Stockholder that is an Entity Selling Stockholder, any of its subsidiaries nor any director or officer of such Selling Stockholder or any of its subsidiaries nor, to such Selling Stockholder’s knowledge, any other agent, employee or person acting on behalf of such Selling Stockholder or, solely with respect to each Selling Stockholder that is an Entity Selling Stockholder, any of its subsidiaries is currently (a) subject to any Sanctions, to the extent in violation of Sanctions or (b) located, organized or resident in a country or territory that is the subject of Sanctions (including, as of the date of this Agreement, the so-called Donetsk People’s Republic, or so-called Luhansk People’s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order 14065, and the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria). Such Selling Stockholder represents and covenants that, except as detailed in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, for the past five years, it has not knowingly engaged in, is not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions in violation of Sanctions. For purposes of

this section, no person shall be an affiliate of such Selling Stockholder solely by reason of owning less than a majority of any class of voting securities of such Selling Stockholder.

(xi) ERISA. Such Selling Stockholder is not (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975 of the Code or (3) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.

(c) Effect of Certificates. Any certificate signed by any officer of the Company and delivered to the Underwriter or to counsel for the Underwriter shall be deemed a representation and warranty by the Company to the Underwriter as to the matters covered thereby. Any certificate signed by any authorized signatory of any Selling Stockholder and delivered to the Underwriter or to counsel for the Underwriter in connection with the offering of the Securities shall be deemed a representation and warranty by such Selling Stockholder, as to matters covered thereby, to the Underwriter.

3. Purchase, Sale and Delivery of Securities.

(a) Underwritten Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling Stockholder agrees to sell to the Underwriter the Underwritten Shares set forth opposite such Selling Stockholder’s name on Schedule I hereto, and the Underwriter agrees to purchase from each Selling Stockholder the Underwritten Shares set forth opposite such Selling Stockholder’s name on Schedule I hereto. The purchase price for each Underwritten Share shall be $4.75 per share.

(b) Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling Stockholder hereby grants an option to the Underwriter to the Option Shares at the same purchase price per share as the Underwriters shall pay for the Underwritten Shares, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Prospectus upon written or telegraphic notice by the Underwriter to the Selling Stockholders setting forth the number of Option Shares as to which the Underwriter is exercising the option and the settlement date. The maximum number of Option Shares which each Selling Stockholder agrees to sell is set forth in Schedule I hereto. In the event that the Underwriter exercises less than its full option to purchase Option Shares, each Selling Stockholder agrees, severally and not jointly, to sell the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriter may determine) that bears the same proportion to the total number of Option Shares to be sold as the number of Option Shares set forth in Schedule I opposite the same of such Selling Stockholder bears to the total number of Option Shares.

(i) The Underwritten Shares and the Option Shares (if the option provided in Section 3(b) hereof shall have been exercised on or before the third business day immediately preceding the Closing Date) to be purchased by the Underwriter hereunder, in book-entry form in such authorized denominations and registered in such names as the Underwriter may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of each Selling Stockholder to the Underwriter, through the facilities of DTC, for the account of the Underwriter, with any transfer taxes payable in connection with the transfer of the Underwritten Shares and such Option Shares (if the option provided in Section 3(b) hereof shall have been exercised) to the Underwriter duly paid, against payment by or on behalf of the Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the accounts specified by such Selling Stockholder to the Underwriter at least forty-eight hours in advance. The time and date of such delivery and payment shall be 9:00 a.m., New York City time, on December 11, 2024 or such other time and date as the Underwriter and such Selling Stockholder may agree upon in writing. Such time and date for delivery of the Underwritten Shares or such Option Shares, if applicable, is herein called the “Closing Date,” and such time and date for delivery is herein called the “Closing.”

(ii) The documents to be delivered at the Closing by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Underwritten Shares or such Option Shares, if applicable, and any additional documents requested by the Underwriter pursuant to Section 5(l) hereof, will be delivered at the offices of Cozen O’Connor, P.C., 33 South 6^th Street, Suite 3800, Minneapolis, MN 55402 (the “Closing Location”), and the Underwritten Shares or Option Shares, as the case may be, will be delivered through the facilities of the DTC unless the Underwriter otherwise instructs, all at such Closing.

(iii) If the option provided for in Section 3(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Selling Stockholders agree, severally and not jointly, to deliver the Option Shares (at the expense of such Selling Stockholder) to the Underwriter, through the facilities of DTC, for the account of the Underwriter, with any transfer taxes payable in connection with the transfer of such Option Shares to the Underwriter duly paid, on the date specified by the Underwriter (which shall be within three Business Days after exercise of said option) (each, a “settlement date”) for the account of the Underwriter, against payment by the Underwriter of the purchase price thereof to or upon the order of such Selling Stockholder by wire transfer payable in same-day funds to the account specified by such Selling Stockholder. If settlement for the Option Shares occurs after the Closing Date, each Selling Stockholder agrees, severally and not jointly, to deliver to the Underwriter on the settlement date for the Option Shares, and the obligation of the Underwriter to purchase the Option Shares shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 5 hereof.

4. Covenants.

(a) Covenants of the Company. The Company covenants and agrees with the Underwriter as follows:

(i) Required Filings. The Company will prepare and file a Prospectus with the Commission containing the Rule 430 Information omitted from the Preliminary Prospectus within the time period required by, and otherwise in accordance with the provisions of, Rules 424(b) and 430B of the Rules and Regulations. Within the time during which a prospectus (assuming the absence of Rule 172) relating to the Securities is required to be delivered under the Act by the Underwriter or dealer (the “Prospectus Delivery Period”), the Company will prepare and file with the Commission, promptly upon the request of the Underwriter, any amendments or supplements to the Registration Statement or Prospectus that, in the Underwriter’s opinion, may be necessary or advisable in connection with the distribution of the Securities by the Underwriter; and the Company will furnish the Underwriter and counsel for the Underwriter a copy of any proposed amendment or supplement to the Registration Statement or Prospectus and will not file any amendment or supplement to the Registration Statement or Prospectus to which the Underwriter shall reasonably object by notice to the Company after having been furnished a copy a reasonable time prior to the filing.

(ii) Notification of Certain Commission Actions. From the date of this Agreement until the end of the Prospectus Delivery Period, the Company will advise the Underwriter, promptly after it shall receive notice or obtain knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, including any post-effective amendment thereto, or preventing or suspending the use of any Preliminary Prospectus, the Time of Sale Disclosure Package or the Prospectus, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose; and if the Commission shall enter any such stop order at any time during the Prospectus Delivery Period, the Company will promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued.

(iii) Continued Compliance with Securities Laws. During the Prospectus Delivery period, the Company will comply in all material respects with all requirements imposed upon it by the Act, as now and hereafter amended, and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions hereof, the Time of Sale Disclosure Package and the Prospectus. If during the Prospectus Delivery Period any event occurs as a result of which the Prospectus (or if the Prospectus is not yet available to prospective purchasers, the Time of Sale Disclosure Package) would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend the Registration Statement or supplement the Prospectus (or if the Prospectus is not yet available to prospective investors, the Time of Sale Disclosure Package) to comply with the Act, the Company promptly will (x) notify the Underwriter of such untrue statement or omission, (y) amend the Registration Statement or supplement the Prospectus (or, if the Prospectus is not yet available to prospective purchasers, the Time of Sale Disclosure Package) (at the expense of the Company) so as to correct such statement or omission or effect such compliance and (z) notify the

Underwriter when any amendment to the Registration Statement is filed or becomes effective or when any supplement to the Prospectus is filed.

(iv) [Reserved]

(v) Provision of Documents. To the extent not available on EDGAR or any successor system, the Company will furnish, at its own expense, to the Underwriter and counsel for the Underwriter copies of the Registration Statement (three of which will be signed and will include all consents and exhibits filed therewith). Further, the Company will furnish, at its own expense, to the Underwriter and any dealer each Preliminary Prospectus, the Time of Sale Disclosure Package (to the extent in writing), the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriter may from time to time reasonably request.

(vi) Rule 158. The Company will make generally available (which includes filings pursuant to the Exchange Act made publicly through EDGAR) to its security holders as soon as practicable, but in no event later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement (which need not be audited) covering a 12‑month period beginning after the effective date of the Registration Statement that shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Rules and Regulations.

(vii) Payment and Reimbursement of Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to be paid (A) all expenses incurred in connection with the delivery to the Underwriter of the Securities (including without limitation, fees and expenses of the Underwriter’s counsel, in an aggregate amount not to exceed $100,000), (B) all expenses and fees in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the Securities, each Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus and any amendment thereof or supplement thereto, and the printing, delivery, and shipping of this Agreement and other underwriting documents, (C) all expenses and fees of the Company’s accountants and counsel to the Company but not, for the avoidance of doubt, any expenses or fees of (x) the Selling Stockholders’ or (y) Underwriter’s counsels in excess of $100,000, (D) the fees and expenses of any transfer agent or registrar; (E) listing fees, if any, and (F) all other reasonable costs and expenses of the Company incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein. If this Agreement is terminated by the Underwriter pursuant to Section 9 hereof or if the sale of the Securities provided for herein is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriter’s obligations hereunder required to be fulfilled by the Company is not fulfilled, the Company will reimburse the Underwriter for all reasonable out-of-pocket accountable disbursements (including but not limited to reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges) incurred by the Underwriter in connection with their investigation, preparing to market and marketing the Securities or in contemplation of

performing their obligations hereunder. Notwithstanding anything to the contrary herein, except as provided in this Section 4(a)(vii) and Section 7 hereof, each of the Underwriter and the Selling Stockholders will pay all of its own costs and expenses, including the fees and expenses of its outside legal counsel, stock transfer taxes on the sale (or resale) of any of the Securities by it, and any advertising expenses incurred in connection with any offers it or they make with respect to the Securities.

(viii) No Market Stabilization or Manipulation. The Company has not taken and will not during the Prospectus Delivery Period take, directly or indirectly, any action designed to or which would reasonably be expected to cause or result in, or which has constituted, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities, and has not effected any sales of Common Stock which are required to be disclosed in response to Item 701 of Regulation S‑K under the Act which have not been so disclosed in the Registration Statement.

(ix) SEC Reports. During the Prospectus Delivery Period, the Company will file on a timely basis with the Commission such periodic and special reports as are required by the Rules and Regulations.

(x) Restriction on Sale of Common Stock by Company. For the period specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Common Stock or any securities convertible into or exchangeable or exercisable for any of its Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, without the prior written consent of the Underwriter. The initial Lock-Up Period will commence on the date hereof and continue for 90 days after the date hereof or such earlier date that the Underwriter consents to in writing. Anything herein to the contrary notwithstanding, the foregoing obligations set forth in this paragraph will not apply to (1) the offer, sale, issuance or disposal by the Selling Stockholders of the Securities pursuant to this Agreement, (2) any securities convertible into or exchangeable for its Common Stock, pursuant to any equity compensation plan described in the Registration Statement or the Time of Sale Disclosure Package, (3) the issuance of Common Stock upon the exercise of options or warrants or the conversion of outstanding preferred stock, convertible notes or other outstanding convertible securities disclosed as outstanding in the Time of Sale Disclosure Package, or (4) the filing of a Registration Statement on Form S-8 or any successor form thereto.

(b) Covenants of the Selling Stockholders. Each of the Selling Stockholders covenants and agrees with the Underwriter:

(i) To deliver to the Underwriter prior to the Closing Date a properly completed and executed United States Treasury Department Form W-8 (if such Selling Stockholder is a non-United States person) or Form W-9 (if such Selling Stockholder is a United States person).

(ii) Such Selling Stockholder will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Securities.

(iii) Such Selling Stockholder will execute and deliver to the Underwriter a lock-up agreement (the “Selling Stockholder Lock-Up Agreement”) substantially in the form of Exhibit A hereto.

5. Conditions of Underwriter’s Obligations. The obligations of the Underwriter hereunder to purchase the Underwritten Shares and the Option Shares, as the case may be, are subject to the accuracy, as of the date hereof and at the Closing Date, of and compliance with all representations, warranties and agreements of the Company and the Selling Stockholders contained herein, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder and to the following additional conditions:

(a) Required Filings; Absence of Certain Commission Actions. All filings required by Rules 424, 430B and 430C of the Rules and Regulations shall have been timely made (without reliance on Rule 424(b)(8) or Rule 164(b)); no stop order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package or the Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the Commission for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, or otherwise) shall have been complied with to the satisfaction of the Underwriter; and the Commission shall not have notified the Company of any objection to the use of the form of the Registration Statement or any post-effective amendment thereto.

(b) [Reserved]

(c) Absence of Certain Events. Except as contemplated in the Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there shall not have been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities or the issuance of restricted stock awards or restricted stock units under the Company’s existing stock awards plan, or any new grants thereof in the ordinary course of business), or any material change in the short‑term or long‑term debt of the Company (other than as a result of the conversion of convertible securities), or any issuance of options,

warrants, convertible securities or other rights to purchase the capital stock of the Company or any of its subsidiaries, or any or any Material Adverse Effect, that, in the judgment of the Underwriter, makes it impractical or inadvisable to offer or deliver the Securities on the terms and in the manner contemplated in the Time of Sale Disclosure Package and in the Prospectus.

(d) Authorization. All corporate proceedings and other legal matters incident to the authorization, form and validity of each of this Agreement, the Securities, the Registration Statement, the Time of Sale Disclosure Package and the Prospectus and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriter, and the Company and Selling Stockholders shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.

(e) Opinion and 10b-5 Statement of Counsel for the Company. On the Closing Date, there shall have been furnished to the Underwriter, as Underwriter, in form reasonably satisfactory to the Underwriter the opinion and 10b-5 statement of Katten Muchin Rosenman LLP, counsel for the Company, dated such Closing Date and addressed to the Underwriter .

(f) Opinion of Counsel for the Selling Stockholders. On the Closing Date, there shall have been furnished to the Underwriter, as Underwriter, in form reasonably satisfactory to the Underwriter, the opinion of such counsel for each of the Selling Stockholders reasonably acceptable to the Underwriter, dated such Closing Date and addressed to the Underwriter .

(g) Opinion 10b-5 Statement of Underwriter’s Counsel. On the Closing Date, there shall have been furnished to the Underwriter, as Underwriter, such opinion or opinions and 10b-5 statement from Cozen O’Connor, P.C., counsel for the Underwriter, dated such Closing Date and addressed to the Underwriter in form reasonably satisfactory to the Underwriter, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters.

(h) Comfort Letter. At the time of the execution of this Agreement, the Underwriter shall have received from Forvis Mazars, LLP a letter, addressed to the Underwriter, executed and dated such date, in form and substance satisfactory to the Underwriter (i) confirming that they are an independent registered accounting firm with respect to the Company and its subsidiaries within the meaning of the Act and the Rules and Regulations and rules and regulations of the PCAOB and (ii) stating the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort

letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus.

(i) Bringdown Letter. On the Closing Date, the Underwriter shall have received a letter (the “bring-down letter”) from Forvis Mazars, LLP addressed to the Underwriter and dated the Closing Date confirming, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package and the Prospectus, as the case may be, as of a date not more than three business days prior to the date of the bring-down letter), the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information and other matters covered by its letter delivered to the Underwriter concurrently with the execution of this Agreement.

(j) Officers’ Certificate. On the Closing Date, there shall have been furnished to the Underwriter, as Underwriter, a certificate, dated such Closing Date and addressed to the Underwriter, signed by the chief executive officer and by the chief financial officer of the Company, to the effect that:

(i) The representations and warranties of the Company in this Agreement are true and correct as if made at and as of such Closing Date, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date; and

(ii) No stop order or other order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof or the qualification of the Securities for offering or sale, nor suspending or preventing the use of the Time of Sale Disclosure Package or the Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to the best of their knowledge, is contemplated by the Commission or any state or regulatory body.

(k) Selling Stockholders’ Certificate. Each of the Selling Stockholders shall have furnished to the Underwriter on such Closing Date a certificate, dated such Closing Date, signed by, or on behalf of, each Selling Stockholder, stating that: (i) the representations and warranties of such Selling Stockholder set forth in Section 2(b) of this Agreement are true and correct on and as of such Closing Date; and (ii) such Selling Stockholder has complied in all material respects with all its respective agreements contained herein and has satisfied all the conditions to be performed or satisfied by such Selling Stockholder hereunder at or prior to such Closing Date.

(l) Letter of Direction. The Selling Stockholders shall have delivered to the transfer agent for the Common Stock of the Company, a letter instructing such transfer agent to deliver the Securities to the Underwriter in such form acceptable to, and agreed and acknowledged by each of the Company and the Underwriter.

(m) Other Documents. The Company and the Selling Stockholders shall have furnished to the Underwriter and counsel for the Underwriter such additional documents, certificates and evidence as the Underwriter may have reasonably requested.

(n) FINRA No Objections. FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.

(o) Exchange Listing. The Securities shall have been duly authorized for listing on the Exchange, subject to official notice of issuance.

(p) Lock-Up Agreements. The “lock-up agreements”, each substantially in the form of Exhibit A hereto, between the Underwriter and the directors, executive officers and certain stockholders of the Company listed on Schedule III hereto relating to sales and certain other dispositions of shares of Common Stock or certain

other securities, delivered to the Underwriter on or before the date hereof, shall be in full force and effect on the Closing Date. The Selling Stockholder Lock-Up Agreement shall also have been delivered on or before the date hereof and shall be in full force and effect on the Closing Date.

(q) Evidence of Good Standing. On or prior to the Closing Date, the Company shall have furnished to the Underwriter such evidence of good standing in the State of Delaware as the Underwriter may reasonably request.

All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to the Underwriter and counsel for the Underwriter. The Company and the Selling Stockholders will furnish the Underwriter with such conformed copies of such opinions, certificates, letters and other documents as the Underwriter shall reasonably request.

6. Conditions of the Selling Stockholders’ and the Company’s Obligations. The obligations of the Selling Stockholders’ hereunder to sell the Underwritten Shares and the Option Shares, as the case may be, and the obligations of the Selling Stockholders and the Company hereunder to perform such other acts as contemplated to be performed at the Closing are subject to the prior closing of the transaction contemplated by the Redemption Agreement.

7. Indemnification and Contribution.

(a) The Company hereby agrees to indemnify and hold harmless the Underwriter, its affiliates, directors, officers, and employees and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Securities), to which the Underwriter, affiliate, director, officer, employee or controlling person may become subject, under the Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any amendment or supplement thereto, arising out of or caused by any omission or alleged omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Time of Sale Disclosure Package, the Prospectus or any amendment or supplements thereto, or caused by the omission or alleged omission to state therein any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and shall reimburse the Underwriter and each such affiliate, director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by the Underwriter, affiliate, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any such amendment or supplement thereto, in reliance upon

and in conformity with (i) written information concerning the Underwriter furnished to the Company by or on behalf of the Underwriter specifically for inclusion therein, which information consists solely of the information specified in Section 7(f) or (ii) related to any Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information. The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to the Underwriter or to any affiliate, director, officer, employee or controlling person of the Underwriter.

(b) Each Selling Stockholder, severally and not jointly, shall indemnify and hold harmless Underwriter, its affiliates, directors, officers and employees, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of the Securities), to which the Underwriter or its affiliate, director, officer, employee or controlling person may become subject, under the Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any amendment or supplement thereto, arising out of or caused by any omission or alleged omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Time of Sale Disclosure Package or the Prospectus or any amendment or supplements thereto, or caused by the omission or alleged omission to state therein any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but in each case only to the extent the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance on and in conformity with the Selling Stockholder Information, and shall reimburse the Underwriter, its affiliates, directors, officers and employees and each such controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, its affiliates, directors, officers and employees or controlling persons in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action based upon any such untrue statement or omission, or any alleged untrue statement or omission, as such expenses are reasonably incurred; provided, however, that the indemnity, reimbursement, and contribution obligations of each Selling Stockholder under this Section 7 (A) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information concerning the Underwriter furnished to the Company by or on behalf of the Underwriter expressly for use in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto), which information is limited to the information set forth in Section 7(f) and (B) shall only apply to a loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with Selling Stockholder Information (as defined in Section 7(g)) furnished to the Company by or on behalf of such Selling

Stockholder expressly for use in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto). The liability of each Selling Stockholder under the indemnity, reimbursement, and contribution obligations of such Selling Stockholder under this Section 7 shall not exceed an amount equal to the proceeds from the offering of the Securities purchased under this Agreement received by such Selling Stockholder, net of any underwriting commissions and discounts, but before expenses.

(c) The Underwriter shall indemnify and hold harmless the Company, each Selling Stockholder, their respective directors, officers and employees, and each person, if any, who controls the Company or each Selling Stockholder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company, each Selling Stockholder or any such director, officer, employee or controlling person may become subject, under the Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any amendment or supplement thereto, arising out of or caused by any omission or alleged omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Time of Sale Disclosure Package or the Prospectus or any amendment or supplements thereto, or caused by the omission or alleged omission to state therein any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter specifically for inclusion therein, which information is limited to the information set forth in Section 7(f). The foregoing indemnity agreement is in addition to any liability that the Underwriter may otherwise have to the Company, each Selling Stockholder or any such director, officer, employee or controlling person.

(d) Promptly after receipt by an indemnified party under this Section 7 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 7 except to the extent it has been materially prejudiced (through the forfeiture of substantive rights and defenses) by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 7. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 7 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the indemnified party shall have the right to employ one single counsel (and one local counsel in each applicable jurisdiction) to represent jointly the indemnified party and those other indemnified parties and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any claim in

respect of which indemnity may be sought under this Section 7 if (i) the indemnified party and the indemnifying party shall have so mutually agreed; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party and its directors, officers, employees and controlling persons shall have reasonably concluded that there may be legal defenses available to them that are different from or in addition to those available to the indemnifying party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the indemnified parties or their respective directors, officers, employees or controlling persons, on the one hand, and the indemnifying party, on the other hand, and representation of both sets of parties by the same counsel would be inappropriate due to actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall be paid by the indemnifying party. No indemnifying party shall (x) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party, or (y) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with the consent of the indemnifying party or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 7(a) or (b) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement.

(e) If the indemnification provided for in this Section 7 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party under Section 7(a), 7(b) or 7(c) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company and each Selling Stockholder, on the one hand, and the

Underwriter, on the other, from the offering of the Securities, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and each Selling Stockholder, on the one hand, and the Underwriter, on the other, with respect to the statements or omissions that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company and each Selling Stockholder, on the one hand, and the Underwriter, on the other, with respect to such offering shall be deemed to be in the same proportion as the total net proceeds from the offering of the Securities purchased (including any Option Shares which the underwriter shall have purchased) under this Agreement (before deducting expenses) received by the Company and each Selling Stockholder, as set forth in the table on the cover page of the Prospectus, on the one hand, and the total underwriting discounts and commissions received by the Underwriter with respect to the shares of the Securities purchased under this Agreement, as set forth in the table on the cover page of the Prospectus, on the other hand. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, each Selling Stockholder or the Underwriter, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, each Selling Stockholder and the Underwriter agree that it would not be just and equitable if contributions pursuant to this Section 7(e) were to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 7(e) shall be deemed to include, for purposes of this Section 7(e), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7(e), in no event shall the Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by the Underwriter with respect to the offering of the Securities exceeds the amount of any damages that the Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(f) The Company and each Selling Stockholder acknowledge and agree that the paragraph relating to stabilization and market making activities by the Underwriter, in each case, appearing under the caption “Underwriting” in the most recent Preliminary Prospectus and the Prospectus statements constitute the only information furnished in writing to the Company by or on behalf of the Underwriter specifically for inclusion in any Preliminary Prospectus, the Registration Statement, the Time of Disclosure Package, or the Prospectus or in any amendment or supplement thereto.

(g) The Company and the Underwriter acknowledge and agree that “Selling Stockholder Information” means the information (excluding percentages) with respect to each Selling Stockholder that appears in the table (and corresponding footnotes) under the caption “Selling Stockholder” in the Registration Statement or Prospectus.

8. Representations and Agreements to Survive Delivery. All representations, warranties, and agreements of the Company and each Selling Stockholder herein or in certificates delivered pursuant hereto, and the agreements of the Underwriter, the Company and each Selling Stockholder contained in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter or any controlling person thereof, or the Company and the Selling Stockholders or any of their respective officers, directors,

or controlling persons, and shall survive delivery of, and payment for, the Securities to and by the Underwriter hereunder and any termination of this Agreement.

9. Termination.

(a) Right to Terminate. Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, the Underwriter shall have the right to terminate this Agreement upon the occurrence of the following: (i) trading in securities generally on the Exchange shall have been suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established on the Exchange or such market by the Commission, by the Exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall have become engaged in hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United States, or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such), in the case of clauses (i), (ii), (iii) and (iv) above, so as to make it, in the judgment of the Underwriter, impracticable or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Disclosure Package and the Prospectus. Any such termination pursuant to this Section 9(a) shall be without liability of any party to any other party, except that the provisions of Section 4(a)(vii), Section 7, Section 8 and Section 14 hereof shall remain in full force and effect notwithstanding such termination.

(b) Notice of Termination. If the Underwriter elects to terminate this Agreement as provided in this Section, the Company and each Selling Stockholder shall be notified promptly by the Underwriter by telephone, confirmed by letter.

10. Default.

(a) Default by the Selling Stockholders. If any Selling Stockholder shall fail at the Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate with respect to such Selling Stockholder without any liability on the part of the Underwriter or, except as provided in Section 4(a)(vii) and Section 7 hereof, any non‑defaulting party.

(b) No Relief from Liability. No action taken pursuant to this Section 10 shall relieve any Selling Stockholder from liability, if any, in respect of its own default.

11. Notices. All statements, requests, notices and agreements hereunder shall be in writing, and:

(a) if to the Underwriter, shall be delivered or sent by mail, telex, facsimile transmission or email to BTIG, LLC, 65 East 55th Street, New York, NY 10022, Attention: Mike

Passaro, mpassaro@btig.com; with a copy to: BTIG, LLC, 350 Bush Street, 9th Floor, San Francisco, CA 94104, Attention: General Counsel, IBLegal@BTIG.com; and

(b) if to the Company, shall be delivered or sent by mail, telex, facsimile transmission or email to United Homes Group, Inc., 917 Chapin Road, Chapin, South Carolina, 29036 Attention: General Counsel, email: erinreevesmcginnis@unitedhomesgroup.com; with a copy (which shall not constitute notice) to: Katten Muchin Rosenman LLP, 525 W. Monroe Street, Chicago, Illinois 60661, Attention: Mark Wood, email: mark.wood@katten.com

(c) if to the Selling Stockholders, shall be delivered or sent by mail, telex, facsimile transmission or email to the address set forth on Schedule I hereto.

12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns and the controlling persons, officers and directors referred to in Section 7. Nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under or in respect of this Agreement or any provision herein contained. The term “successors and assigns” as herein used shall not include any purchaser, as such purchaser, of any of the Securities from the Underwriter.

13. Absence of Fiduciary Relationship. Each of the Company and the Selling Stockholders acknowledges and agrees that: (a) the Underwriter has been retained solely to act as an underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company, the Selling Stockholders and the Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Underwriter has advised or are advising the Company or the Selling Stockholders on other matters; (b) it has been advised that the Underwriter and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Selling Stockholders and that the Underwriter has no obligation to disclose such interest and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship; or (c) each of the Company and the Selling Stockholders waives to the fullest extent permitted by law, any claim it may have against the Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Agreement and agrees that the Underwriter shall have no liability (whether direct or indirect) to it in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company or the Selling Stockholders. Each of the Selling Stockholders acknowledges and agrees that the price and other terms of the Securities set forth in this Agreement were established by the Selling Stockholders following discussions and arms-length negotiations with the Underwriter, and each of the Selling Stockholders is capable of evaluating and understanding, and each of the Selling Stockholders understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement.

14. Governing Law; Waiver of Jury Trial. This Agreement and all matters arising hereunder or in connection herewith shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the conflicts of laws provisions thereof to the extent they would result in the application of the laws of any other jurisdiction. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and

affiliates), the Selling Stockholders and the Underwriter hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

15. Counterparts. This Agreement may be executed in one or more original, PDF or facsimile counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original and all such counterparts shall together constitute one and the same instrument.

16. Recognition of the U.S. Special Resolution Regimes.

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For purposes of this Section 15, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

17. General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

18. E-Signature. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any instruments, agreements, certificates, legal opinions, negative assurance letters or other documents entered into or delivered pursuant to or in connection with

this Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign, AdobeSign, “pdf,” “tif” or “jpg”). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

[Signature Page Follows]

Please sign and return to the Company the enclosed duplicates of this Agreement whereupon this Agreement will become a binding agreement among the Company, the Selling Stockholders and the Underwriter in accordance with its terms.

Very truly yours, UNITED HOMES GROUP, INC.

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


CONVERSANT OPPORTUNITY MASTER FUND LP, as nominee for Conversant Opportunity Master Fund Sub LLC By: Conversant GP Holdings LLC Its: General Partner

By:	/s/ Paul Dumaine
	Name:	Paul Dumaine
	Title:	General Counsel


DENDUR DOMESTIC FUND LLC

By:	/s/ Michael Anastasio
	Name:	Michael Anastasio
	Title:	Authorized Signatory

HAZELVIEW SECURITIES INC.

By:	/s/ Corrado Russo
	Name:	Corrado Russo
	Title:	Senior Managing Director, Investments & Global Head of Securities


JASPER LAKE VENTURES ONE LLC

By:	/s/ Joseph Kolatch
	Name:	Joseph Kolatch
	Title:	Authorized Signatory


LIMINALITY PARTNERS RV LP

By:	/s/ Charles Ledley
	Name:	Charles Ledley
	Title:	Manager of General Partner

Accepted and agreed:


BTIG, LLC



By: /s/ Michael Passaro
Authorized Representative

SCHEDULE I

Selling Stockholders

		Jurisdiction of Formation or Organization	Number of Underwritten Shares to be Sold	Maximum Number of Option Shares to be Sold
The Selling Stockholders and Address:
	Conversant Opportunity Master Fund LP, as nominee for Conversant Opportunity Master Fund Sub LLC c/o Conversant Capital LLC 25 Deforest Avenue Summit, New Jersey 07901 Attention: Bryant Daniels email: bdaniels@conversant.com	Cayman Islands	3,246,274	486,941
	Dendur Domestic Fund LLC c/o Maples Corporate Services Limited, PO Box 309, Ugland House Grand Cayman KY1-1104, Cayman Islands Attention: Michael Anastasio and Sam Breuer Email: manastasio@dendurcap.com and sbreuer@dendurcap.com	Delaware	2,782,521	417,379
	Hazelview Securities Inc. 1133 Yonge Street, 4th Floor. Toronto ON, M4T 2Y7 Attention: General Counsel email: phawkings@hazelview.com	Ontario, Canada	463,754	69,563
	Jasper Lake Ventures One LLC 930 Sylvan Ave, Suite 115 Englewood Cliffs, NJ 07632 Attention: Noah Kolatch and Joey Kolatch email: noah.kolatch@jasperlp.com and joey.kolatch@jasperlp.com	Delaware	463,754	69,563
	Liminality Partners RV LP 11 Arlington Street Boston, MA, 02116 Attention: Brian Miller email: brian@liminalitycapital.com and ari@liminalitycapital.com	Delaware	463,754	69,563

	Total		7,420,057	1,113,009

SCHEDULE II

Pricing Information

Number of Shares:	7,420,057 Underwritten Shares
	1,113,009 Option Shares

Price to the public: $5.00 per share

SCHEDULE III

1.	James P. Clements

2.	Robert Dozier Jr.

3.	Jason Enoch

4.	Robert Grove

5.	Nikki Haley

6.	Alan Levine

7.	Michael Nieri

8.	Tom O’Grady

9.	James M. Pirrello

10.	John G. Micenko Jr.

11.	Shelton Twine

12.	Keith Feldman

13.	Erin Reeves McGinnis

14.	Kookie McGuire

15.	Pennington Nieri

16.	Jeremy Pyle

17.

Rob Penny

18.	Conversant Opportunity Master Fund LP, as nominee for Conversant Opportunity Master Fund Sub LLC

19.	Dendur Domestic Fund LLC

20.	Hazelview Securities Inc.

21.	Jasper Lake Ventures One LLC

22.	Liminality Partners RV LP

EXHIBIT A

LOCK-UP LETTER AGREEMENT

December 5, 2024

BTIG, LLC

65 East 55^th Street

New York, NY 10022

Ladies and Gentlemen:

The undersigned understands that you (the “Underwriter”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) providing for the purchase by you of shares (the “Shares”) of Class A common stock, par value $0.0001 per share (the “Common Stock”), of United Homes Group, Inc., a Delaware corporation (the “Company”), and that the Underwriter proposes to reoffer the Shares to the public (the “Offering”).

In consideration of the execution of the Underwriting Agreement by the Underwriter, and for other good and valuable consideration, the undersigned hereby irrevocably agrees (the “Lock-Up Agreement”) that, without the prior written consent of the Underwriter, on behalf of the Underwriter, the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock (any such shares of Common Stock the “Locked-Up Securities”), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise (any such offer, sale, contract to sale, loan, pledge, grant or other disposition, or transfer of economic consequences described in clauses (1) and (2), a “Transfer”), (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company, or (4) publicly disclose the intention to do any of the above, for a period commencing on the date hereof and ending on the 90^th day after the date of the Prospectus relating to the Offering.

Notwithstanding anything to the contrary herein, the undersigned may (a) Transfer any of the undersigned’s Locked-Up Securities (or publicly disclose an intention to engage in any such transaction):

(i) acquired in the Offering (other than in connection with any issuer-directed shares of Common Stock purchased by the undersigned in the Offering) or in the open market or privately negotiated transactions after the completion of the Offering, if and only if (x) such sales are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (y) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales;

(ii) as a bona fide gift or charitable contribution;

(iii) to an immediate family member or a trust or other legal entity for the direct or indirect benefit of the undersigned or an immediate family member of the undersigned;

(iv) by will or intestacy;

(v) by operation of law pursuant to a domestic relations order, divorce decree or divorce settlement;

(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate of the undersigned, or (B) to a partner (which, for the avoidance of doubt, includes limited partners), member, manager, shareholder or holder of another equity interest, as the case may be, of the undersigned, or to any estate of any of the foregoing (including, for avoidance of doubt, as part of any dividend or distribution to such persons);

(vii) if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust;

(viii) to the Company in connection with the repurchase of the undersigned’s Locked-Up Securities or a right of first refusal with respect to transfers of such Locked-Up Securities, in each case, in connection with the termination of the undersigned’s employment or other service relationship with the Company pursuant to contractual agreements with the Company;

(ix) through the disposition or forfeiture of the undersigned’s Locked-Up Securities to the Company to satisfy any income, employment or tax withholding and remittance obligations of the undersigned or the employer of the undersigned in connection with the vesting of restricted stock, restricted stock units or other incentive awards settled in Locked-Up Securities held by the undersigned; provided that such restricted stock, restricted stock units or other incentive awards were granted under a stock incentive plan, stock purchase plan or pursuant to a contractual employment arrangement described in, or filed as an exhibit to, the Registration Statement and were outstanding as of the date first written above;

(x) to the Company through the exercise of an option granted under a stock incentive plan or stock purchase plan or a warrant described in, or filed as an exhibit to, the Registration Statement by the undersigned, and the receipt by the undersigned from the Company of Locked-Up Securities upon any such exercise, insofar as such option or warrant is outstanding as of the date first written above;

(xi) pursuant to a bona fide third-party tender offer for all outstanding Common Stock, merger, consolidation or other similar transaction involving a Change of Control of the Company (including, without limitation, the entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Locked-Up Securities or other such securities in connection with such transaction, or vote any Locked-Up Securities or other such securities in favor of any such transaction); provided that, if such Change of Control transaction is not completed, this clause (a)(xi) shall not be applicable and the undersigned’s shares shall remain subject to the restrictions contained in this Lock-Up Agreement; or

(xii) to a nominee or custodian of a person or entity to whom a Transfer would be permissible under clauses (ii) through (vii);

or (b) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of the undersigned’s shares of Common Stock; provided that (i) such plan does not provide for the transfer of shares during the Lock-Up Period and (ii) no public filing, report or announcement regarding the establishment of such plan shall be voluntarily made and, if required, such public announcement, report or filing shall include a statement to the effect that no transfer of the undersigned’s Locked-Up Securities may be made under such plan during the Lock-Up Period.

In addition, provided in the case of clauses (a)(ii), (iii), (iv), (v), (vi), (vii) and (xii) above, it shall be a condition to such transfer that each transferee, donee or distributee sign and deliver a lock-up agreement substantially in the form of this Lock-Up Agreement; provided further in the case of clauses (a)(ii), (iii), (iv), (vi) and (vii), any such transfer shall not involve a disposition for value.

For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin, and “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an Underwriter pursuant to the Offering), of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the voting power represented by the outstanding securities of the Company (or the surviving entity).

The Underwriter hereby agrees that if any party to a lock-up agreement with respect to the Company is formally or informally released or waived from any or all of its obligations thereunder (the “Released Party”), the undersigned will be similarly and contemporaneously released or waived from its obligations hereunder (which, for the avoidance of doubt, will include a release or waiver of the same percentage of its Securities as was granted to the Released Party), and the Underwriter agrees to provide notice thereof to the undersigned at least three business days prior thereto. The Underwriter further agrees that this agreement will automatically terminate if the Underwriter permits the Company to effect any sale or distribution of Locked-Up Securities during the Lock-Up Period (other than in the Offering), and the Underwriter agrees to provide notice thereof to the undersigned at least three business days prior thereto.

In furtherance of the foregoing, the Company and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement.

It is understood that, if the Company notifies the Underwriter that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares, the undersigned will be released from its obligations under this Lock-Up Letter Agreement.

The undersigned understands that the Company and the Underwriter will proceed with the Offering in reliance on this Lock-Up Letter Agreement.

Whether or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company the Selling Stockholders named therein and the Underwriter.

This Lock-Up Letter Agreement shall automatically terminate upon the earliest to occur, if any, of (1) prior to the execution of the Underwriting Agreement, any of the Company, each of the Selling Stockholders or the Underwriter notifies the other parties in writing that it has determined not to proceed with the Offering, (2) the termination of the Underwriting Agreement before the sale of any Shares to the Underwriter or (3) December 31, 2024, if the Offering has not been completed by that date.

This Lock-Up Agreement and all matters arising hereunder or in connection herewith shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the conflicts of laws provisions thereof to the extent they would result in the application of the laws of any other jurisdiction. Each party hereto hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Lock-Up Agreement or the transactions contemplated hereby.

[Signature page follows]

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

	Very truly yours,

	By:
		Name:
		Title:

Dated: _______________

Accepted and agreed:

BTIG, LLC

By: ________________________

Authorized Representative

LOCK-UP LETTER AGREEMENT

December 5, 2024

United Homes Group, Inc.

917 Chapin Road

Chapin, South Carolina 29036
Ladies and Gentlemen:

Reference is made to that certain Redemption Agreement dated December 5, 2024 (the “Redemption Agreement”) by and among United Homes Group, Inc. (the “Company”), the undersigned and the other holders of the Company’s convertible promissory notes party thereto (collectively, the “Holders”).

The undersigned is also party to that certain Underwriting Agreement (the “Underwriting Agreement”) providing for the purchase by BTIG, LLC (the “Underwriter”) of shares (the “Shares”) of Class A common stock, par value $0.0001 per share (the “Common Stock”), issuable to the Holders pursuant to the Redemption Agreement. The undersigned hereby acknowledges that the restrictions set forth herein are in addition to the restrictions contained in the lock-up agreements delivered by the undersigned to the Underwriter pursuant to Section 4(b)(iii) of the Underwriting Agreement.

In consideration of the execution, delivery and performance of the Redemption Agreement by the Company, and for other good and valuable consideration, the undersigned hereby irrevocably agrees (the “Lock-Up Agreement”) that, without the prior written consent of the Company (which consent the Company may withhold in its sole discretion), on behalf of the Company, the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock (any such shares of Common Stock the “Locked-Up Securities”), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise (any such offer, sale, contract to sale, loan, pledge, grant or other disposition, or transfer of economic consequences described in clauses (1) and (2), a “Transfer”), (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company, or (4) publicly disclose the intention to do any of the above, for a period

commencing on the date hereof and ending on the 120^th day after the date of the Redemption Agreement.

(i) to the Underwriter pursuant to the Underwriting Agreement;

(ii) acquired in the open market or privately negotiated transactions after the completion of the public offering of Shares pursuant to the Underwriting Agreement, if and only if (x) such sales are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (y) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales;

(iii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate of the undersigned, or (B) to a partner (which, for the avoidance of doubt, includes limited partners), member, manager, shareholder or holder of another equity interest, as the case may be, of the undersigned, or to any estate of any of the foregoing (including, for avoidance of doubt, as part of any dividend or distribution to such persons); provided that it shall be a condition to such transfer that such transferee or distributee sign and deliver a lock-up agreement substantially in the form of this Lock-Up Agreement; provided further any such transfer shall not involve a disposition for value.

(iv) pursuant to a bona fide third-party tender offer for all outstanding Common Stock, merger, consolidation or other similar transaction involving a Change of Control of the Company (including, without limitation, the entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Locked-Up Securities or other such securities in connection with such transaction, or vote any Locked-Up Securities or other such securities in favor of any such transaction); provided that, if such Change of Control transaction is not completed, this clause (a)(xi) shall not be applicable and the undersigned’s shares shall remain subject to the restrictions contained in this Lock-Up Agreement; or

(v) to a nominee or custodian of a person or entity to whom a Transfer would be permissible under clauses (ii) through (iv).

For purposes of this Lock-Up Agreement, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than the Underwriter pursuant to the contemplated public offering of the Shares), of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold

more than 50% of the voting power represented by the outstanding securities of the Company (or the surviving entity).

The undersigned understands that the Company entered into the Redemption Agreement in reliance on this Lock-Up Letter Agreement.

This Lock-Up Letter Agreement shall automatically terminate upon the termination of the Redemption Agreement prior to the consummation of the Redemption.

Very truly yours,

CONVERSANT OPPORTUNITY MASTER FUND LP, as nominee for Conversant Opportunity Master Fund Sub LLC

By: Conversant GP Holdings LLC Its: General Partner

By: /s/ Paul Dumaine

Name: Paul Dumaine
Title: General Counsel

Dated: December 5, 2024

Accepted and agreed:

UNITED HOMES GROUP, INC.

By: /s/ Jack Micenko
Name: Jack Micenko
Title: President

LOCK-UP LETTER AGREEMENT

December 5, 2024

BTIG, LLC

65 East 55^th Street

New York, NY 10022

Ladies and Gentlemen:

(ii) as a bona fide gift or charitable contribution;

(iii) to an immediate family member or a trust or other legal entity for the direct or indirect benefit of the undersigned or an immediate family member of the undersigned;

(iv) by will or intestacy;

(v) by operation of law pursuant to a domestic relations order, divorce decree or divorce settlement;

(vii) if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust;

(xii) to a nominee or custodian of a person or entity to whom a Transfer would be permissible under clauses (ii) through (vii);

The undersigned understands that the Company and the Underwriter will proceed with the Offering in reliance on this Lock-Up Letter Agreement.

[Signature page follows]

	Very truly yours,

	CONVERSANT OPPORTUNITY MASTER FUND LP, as nominee for Conversant Opportunity Master Fund Sub LLC

	By: Conversant GP Holdings LLC Its: General Partner


	By:	/s/ Paul Dumaine
		Name: Paul Dumaine
		Title: General Counsel

Dated: December 5, 2024

Accepted and agreed:


BTIG, LLC



By: /s/ Mike Passaro
Authorized Representative

Grafico Azioni United Homes (NASDAQ:UHGWW)
Storico
Da Gen 2025 a Feb 2025

Clicca qui per i Grafici di United Homes

Grafico Azioni United Homes (NASDAQ:UHGWW)
Storico
Da Feb 2024 a Feb 2025

UHGWW United Homes Group Inc

Notizie United Homes Group Inc - UHGWW

La tua Cronologia

Più Attivi

Toplist

UHGWW United Homes Group Inc

Notizie United Homes Group Inc - UHGWW

La tua Cronologia

Rimuovi gli annunci