Michael J. Simanovsky - 30 Mar 2023 Form 3 Insider Report for United Homes Group, Inc. (UHG)

Footnote F1

This Form 3 is being filed jointly by Michael Simanovsky, a United States citizen; Conversant Capital LLC, a Delaware limited liability company ("Conversant Capital"); Conversant GP Holdings LLC, a Delaware limited liability company ("Conversant GP"); and Conversant Opportunity Master Fund LP, a Cayman Islands exempted limited partnership ("Opportunity Master Fund") (collectively the filing persons are the "Reporting Persons").

Footnote F2

The Shares and the Convertible Note are held by Opportunity Master Fund. Conversant GP is the general partner of Opportunity Master Fund and Conversant Capital is the investment manager to Opportunity Master Fund. Mr. Simanovsky is the managing member of Conversant Capital and Conversant GP. By virtue of these relationships, Mr. Simanovsky, Conversant Capital and Conversant GP may be deemed a beneficial owner of the securities held by Opportunity Master Fund. Mr. Simanovsky, Conversant Capital and Conversant GP each disclaims beneficial ownership of the securities held by Opportunity Master Fund except to the extent of his or its pecuniary interest therein.

Footnote F3

The face value of the Convertible Note is $80,000,000.00 U.S. dollars. At any time from the first anniversary of the closing (the first anniversary being March 30, 2024) of the merger between Hestia Merger Sub, Inc. and Great Southern Homes, Inc. (the "Merger") up to the maturity date of the Convertible Note (which is March 30, 2028), the Convertible Note may be converted into a number of fully paid and nonassessable Class A common shares determined by dividing (i) the then outstanding obligations under the Convertible Note by (ii) the conversion price described in item 4 below ("Conversion Shares"). The number of Conversion Shares may be adjusted from time to time for anti-dilution purposes as provided in the Convertible Note.

Footnote F4

The Convertible Note is subject to a conversion option and/or a forced conversion as provided therein at an initial per share conversion price of 80% of the volume-weighted average sale price of a Class A common share over the 30-consecutive day period prior to the date that is the first anniversary of the closing of the Merger, provided that such conversion price per share shall be no less than $5.00 U.S. dollars and no greater than $10.00 U.S. dollars.