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Form SC 13G/A Green Brick Partners, Filed by: GREENLIGHT CAPITAL INC

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July 1, 2015 4:26 PM EDT

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
OMB APPROVAL
OMB Number:3235-0145
Estimated average burden
hours per response… 10.4
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 12)*
 
Green Brick Partners, Inc. (f/k/a Biofuel Energy Corp.)
(Name of Issuer)
 
Shares of Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
392709101
(CUSIP Number)
 
Greenlight Capital, Inc.
140 East 45th Street, Floor 24
New York, New York 10017
Tel. No.: (212) 973-1900
Attention: Chief Operating Officer
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
- with copies to -
 
Barry N. Hurwitz
Morgan, Lewis & Bockius LLP
One Federal Street
Boston, MA 02110
(617) 951-8000
 
 
July 1, 2015
(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. o
 
 
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 person’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).
 
 

 
 
 


1
Names of Reporting Persons.
Greenlight Capital, Inc.
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
 
3
SEC Use Only
 
4
Source of Funds (See Instructions):
AF, WC, OO
 
5
Check if disclosure of legal proceedings is required pursuant to Items 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
17,191,821
9            Sole Dispositive Power
0
10           Shared Dispositive Power
17,191,821
11
Aggregate Amount Beneficially Owned by Each Reporting Person
17,191,821
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
13
Percent of Class Represented by Amount in Row (11)
35.6%
 
14
Type of Reporting Person (See Instructions)
CO



 
 
 


 
1
Names of Reporting Persons.
DME Advisors GP, LLC
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
 
3
SEC Use Only
 
4
Source of Funds (See Instructions):
AF, WC, OO
 
5
Check if disclosure of legal proceedings is required pursuant to Items 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
6,926,847
9            Sole Dispositive Power
0
10           Shared Dispositive Power
6,926,847
11
Aggregate Amount Beneficially Owned by Each Reporting Person
6,926,847
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
13
Percent of Class Represented by Amount in Row (11)
14.3%
 
14
Type of Reporting Person (See Instructions)
OO

 

 
 
 


 
1
Names of Reporting Persons.
DME Advisors, L.P.
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
 
3
SEC Use Only
 
4
Source of Funds (See Instructions):
AF, WC, OO
 
5
Check if disclosure of legal proceedings is required pursuant to Items 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
3,466,793
9            Sole Dispositive Power
0
10           Shared Dispositive Power
3,466,793
11
Aggregate Amount Beneficially Owned by Each Reporting Person
3,466,793
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
13
Percent of Class Represented by Amount in Row (11)
7.2%
 
14
Type of Reporting Person (See Instructions)
PN

 

 
 
 


 
1
Names of Reporting Persons.
DME Capital Management, LP
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
 
3
SEC Use Only
 
4
Source of Funds (See Instructions):
AF, WC, OO
 
5
Check if disclosure of legal proceedings is required pursuant to Items 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
3,460,054
9            Sole Dispositive Power
0
10           Shared Dispositive Power
3,460,054
11
Aggregate Amount Beneficially Owned by Each Reporting Person
3,460,054
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
13
Percent of Class Represented by Amount in Row (11)
7.2%
 
14
Type of Reporting Person (See Instructions)
PN

 
 
 


1
Names of Reporting Persons.
David Einhorn
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
 
3
SEC Use Only
 
4
Source of Funds (See Instructions):
AF, WC, OO
 
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
 
6
Citizenship or Place of Organization.
USA
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
7           Sole Voting Power
0
8           Shared Voting Power
24,127,590
9            Sole Dispositive Power
0
10           Shared Dispositive Power
24,127,590
11
Aggregate Amount Beneficially Owned by Each Reporting Person
24,127,590
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
13
Percent of Class Represented by Amount in Row (11)
49.9%
 
14
Type of Reporting Person (See Instructions)
IN

 
 
 
 
AMENDMENT NO. 12 TO SCHEDULE 13D
 
This Amendment No. 12 to Schedule 13D (the “Amendment”), relating to shares of common stock, par value $0.01 per share (“Common Stock”), of Green Brick Partners, Inc. (f/k/a BioFuel Energy Corp.), a Delaware corporation (the “Issuer” or the “Company”), 1600 Broadway, Suite 2200, Denver, CO 80202, amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on June 26, 2007, as amended by Amendment No. 1 filed with the Commission on May 4, 2010, Amendment No. 2 filed with the Commission on September 27, 2010, Amendment No. 3 filed with the Commission on September 27, 2010, Amendment No. 4 filed with the Commission on December 17, 2010, Amendment No. 5 filed with the Commission on February 8, 2011, Amendment No. 6 filed with the Commission on April 8, 2011, Amendment No. 7 filed with the Commission on September 6, 2012, Amendment No. 8 filed with the Commission on March 28, 2014, Amendment No. 9 filed with the Commission on June 13, 2014, Amendment No. 10 filed with the Commission on July 16, 2014, and Amendment No. 11 filed with the Commission on October 29, 2014.

This Amendment is being filed on behalf of Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), DME Advisors GP, LLC, a Delaware limited liability company (“Advisors GP”), DME Advisors, L.P., a Delaware limited partnership of which Advisors GP is the general partner (“Advisors”), DME Capital Management, LP, a Delaware limited partnership of which Advisors GP is the general partner (“DME CM”), and Mr. David Einhorn (the “Principal” and, together with Greenlight Inc., Advisors GP, Advisors and DME CM, the “Reporting Persons”). Mr. Einhorn is the principal of each of Greenlight Inc., Advisors GP, Advisors and DME CM.  Mr. Einhorn is also a Director of the Issuer.

Greenlight Inc. acts as investment manager for Greenlight Capital, L.P., a Delaware limited partnership (“GCLP”), Greenlight Capital Qualified, L.P., a Delaware limited partnership (“GCQP”), and Greenlight Capital Offshore Partners (“GCO”), a British Virgin Islands partnership.  Advisors acts as the investment manager for a managed account (“Managed Account”).  DME CM acts as the investment manager for Greenlight Capital Offshore Master (Gold), Ltd., a British Virgin Islands company (“GGOM”), and for Greenlight Capital (Gold), LP, a Delaware limited partnership (“GGLP”).  GCLP, GCQP, GCO, Managed Account, GGOM, GGLP and the Reporting Persons are referred to herein collectively as “Greenlight.”

Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in this Schedule 13D, as previously amended.

This Amendment is being filed to amend Items 3, 4, 5 and 6 as follows:

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended to include the information contained in Item 4 below.
 

Item 4. Purpose of Transaction

 
Item 4 is hereby amended to add the following information:

On July 1, 2015, Greenlight purchased an aggregate of 8,476,863 shares of the Company’s Common Stock in a registered public offering of shares by the Company (the “Public Offering”), as described in more detail in Item 5 below.  Greenlight’s purchase of Common Stock in the Public Offering was funded through working capital.

In connection with the Public Offering, Greenlight entered into lock-up agreements with the Company and the underwriters of the Public Offering which provides, among other things, that Greenlight will not, directly or indirectly, sell or otherwise dispose of any securities of the Company or enter into other transactions that would have the same economic effect, subject to customary exceptions, for a period of at least 90 days.  Greenlight also entered into a letter agreement with the Company and the other parties thereto, pursuant to which Greenlight agreed, among other things, to waive their registration rights under the Registration Rights Agreement dated as of October 24, 2014 among Greenlight and the Company, until the expiration of the lock-up period referred to above.
 

Item 5. Interest in Securities of the Issuer

 
Item 5 is hereby amended to add the following information:

(a) and (b)  See Items 7-11 of the cover pages.
 
(c)  The following table lists the transactions in the Common Stock that were effected by Greenlight during the sixty day period prior to the filing of this Amendment.  All shares of Common Stock listed below were purchased on July 1, 2015 at a price of $10.00 per share in connection with the Public Offering.

Greenlight Purchaser
No. Shares
GCLP
 453,674
GCQP
 2,017,093
GCO
 3,571,553
GGOM
 604,048
GGLP
 612,039
Managed Account
 1,218,456
 

Item 6. Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer

 
Item 6 is hereby amended to add the following exhibits:

 
Exhibit 99.1     Form of Lock-Up Agreement entered into by Greenlight, the Company and the underwriters of the Public Offering

 
Exhibit 99.2     Letter agreement among Greenlight, the Company and the other parties thereto


 
 
 


SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:    July 1, 2015
 
 
Greenlight Capital, Inc.
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating Officer

 
DME Advisors GP, L.L.C.
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating Officer

 
DME Advisors, L.P.
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating Officer

 
DME Capital Management, LP
 
By: /s/DANIEL ROITMAN                                                           
Daniel Roitman
Chief Operating Officer

/s/DANIEL ROITMAN**                                                           
Daniel Roitman, on behalf of David Einhorn

 
** The Power of Attorney, executed by David Einhorn authorizing Harry Brandler and Daniel Roitman to sign and file this Schedule 13G on David Einhorn’s behalf, which was filed with a Schedule 13G filed with the Securities and Exchange Commission on July 18, 2005 by the Reporting Persons with respect to the Ordinary Shares of Flamel Technologies S.A., is hereby incorporated by reference.
Exhibit 99.1


LOCK-UP AGREEMENT



June 25, 2015


Green Brick Partners, Inc.
2805 Dallas Parkway, Suite 400
Plano, TX   75093

Credit Suisse Securities (USA) LLC
Citigroup Global Markets Inc.,
As Representatives of the Several Underwriters,

c/o  Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY   10010-3629

Citigroup Global Markets Inc.
390 Greenwich Street
New York, NY   10013



Ladies and Gentlemen:

As an inducement to the several underwriters (the “Underwriters”) to execute the Underwriting Agreement (the “Underwriting Agreement”), pursuant to which an offering (the “Public Offering”) will be made of the common stock, par value $0.01 per share (the “Securities”), of Green Brick Partners, Inc., a Delaware corporation (including any successor (by merger or otherwise) thereto, the “Company”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Citigroup Global Markets Inc. (together with Credit Suisse, the “Representatives”). In addition, the undersigned agrees that, without the prior written consent of the Representatives, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities.

 
 
 
The initial Lock-Up Period will commence on the date of this letter agreement (the “Lock-Up Agreement”) and continue until and include the date that is 90 days after the public offering date set forth on the final prospectus used to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension.

The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired.

Any Securities received after the date hereof (including those received upon exercise of options granted to the undersigned) will also be subject to this Lock-Up Agreement.  Any Securities acquired by the undersigned in the open market after the date of the Underwriting Agreement will not be subject to this Lock-Up Agreement, provided that, with respect to any sale or other disposition during the Lock-Up Period of Securities acquired on the open market, (1) no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting a reduction in ownership of the Securities shall be required or voluntarily made during the Lock-Up Period, and (2) the undersigned does not otherwise voluntarily effect any public filing, report or other disclosure regarding such transfers.

Notwithstanding the foregoing, the undersigned may transfer the Securities if such transfer is:

(i) as a bona fide gift or gifts;

(ii) by will or intestate succession;

(iii) to a family member or trust for the benefit of the undersigned or a family member;

(iv) if the undersigned is a corporation, partnership, limited liability company or other business entity, part of a distribution, transfer or other distribution to (a) its general or limited partners, members, stockholders or other equity owners, (b) such entity’s parent or to any subsidiary of such entity, (c) any investment fund or similar entity controlled or managed by any such entity, its parent or any subsidiary thereof, or (d) any other entity under common control with the undersigned (for purposes of this paragraph, “parent” shall mean, with respect to any person, any other entity that owns, directly or indirectly, capital stock of or other equity
 
 
 
 
 
 
interests in such person having more than 50% of the ordinary voting power in the election of such entity’s directors, managers or similar persons, “subsidiary” shall mean a “majority owned subsidiary” as defined in Rule 405 under the Securities Act of 1933, as amended, and “control” shall mean having the power to elect or appoint a majority of the board of directors or managing members of the person or entity or to direct or cause the direction of management or policies of a person or entity, whether by holding voting securities, by contract or otherwise);

(v) the transfer of the Securities or any securities convertible into the Securities upon a vesting event of the Company’s securities or upon the exercise of options or warrants to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis, or the disposition of Securities to the Company to satisfy tax withholding obligations of the undersigned in connection with such vesting or exercise; or

(vi) the transfer, sale, tender or other disposition of the Securities (or any security convertible into or exercisable or exchangeable for the Securities) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Securities involving a change in control of the Company (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of the Securities (or any security convertible into or exercisable or exchangeable for the Securities), or vote any Securities in favor of any such transaction); however, in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Securities owned by the undersigned shall remain subject to the restrictions contained in this Lock-Up Agreement;

provided, however, that:

(A) in the case of clauses (i)-(iv), it shall be a condition to the transfer that (1) the transferee execute an agreement stating that the transferee is receiving and holding Securities subject to the provisions of this Lock-Up Agreement, and (2) any such transfer shall not involve a disposition for value; and

(B) in the case of clauses (i)-(v), it shall be a condition to the transfer that (1) no filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of the Securities shall be required or voluntarily made during the Lock-Up Period, and (2) the undersigned does not otherwise voluntarily effect any public filing, report or other disclosure regarding such transfer; except for, (a) solely in the case of clause (v), a required filing on Form 4 in connection with a forfeiture to the Company to cover tax obligations of the undersigned in connection with a vesting event, as long as at least two business days notice is provided to the Representatives prior to such proposed filing, the filing shall report such transfer using transaction code “F” and shall include a footnote that such transaction was undertaken solely to satisfy such tax obligation, and (b) solely in the case of clause (iv), a required filing on Form 4 in connection with such distribution or transfer, as long as at least two business days notice is provided to the Representatives prior to such proposed filing and the filing shall include a footnote that such distribution was to a distributee or transferee permitted under clause (iv) and (A) did not involve a distribution for value and (B) did not result in a reduction in the beneficial ownership of the Securities of the undersigned and the entities under common control with the undersigned, when considered on an aggregate basis.

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

The undersigned further agrees that the foregoing restrictions in this Lock-Up Agreement shall be equally applicable to any Securities the undersigned may purchase in the above-referenced offering.

This Lock-Up Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned.  This Lock-Up Agreement shall lapse and become null and void upon the earliest to occur of (i) the date on which the Company informs the Representatives in writing prior to the execution of the Underwriting Agreement that the Company has determined not to proceed with the above-referenced offering, (ii) the termination of the Underwriting Agreement (other than the provisions thereof that survive termination) prior to payment for, and delivery of, the Securities and (iii) August 15, 2015 if the Public Offering Date shall not have occurred on or before such date.  This Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.


[Remainder of page intentionally left blank]

 
 
 
Exhibit 99.2

2805 Dallas Parkway, Suite 400
Plano, TX 75093
(469) 573-6755



June 17, 2015
 
Re: Limited Waiver of Registration Rights
 
This letter agreement is entered into by and among Green Brick Partners, Inc., a Delaware corporation (the “Company”), and the parties set forth on the signature pages hereto (this “Letter Agreement”).  Reference is hereby made to that certain Registration Rights Agreement, dated as of October 27, 2014, by and among the Company and each of the other parties set forth on the signature pages thereto (the “Registration Rights Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Registration Rights Agreement.
 
The parties hereto, as Holders of Registrable Securities, hereby acknowledge the following:
 
WHEREAS, the Company filed a Registration Statement on Form S-3 with the Securities and Exchange Commission (the “SEC”) on June 3, 2015 (File No. 333-204687) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), to register the offer and sale by the Company of up to and including $200,000,000 initial aggregate offering price of shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”);
 
WHEREAS, the Board of Directors of the Company has approved the offer, issuance and sale (the “Underwritten Offering”) of up to $200,000,000 of Shares under the Registration Statement, which includes up to 15% of such Shares that may be sold pursuant to an exercise of an overallotment option by the Underwriters (defined below);
 
WHEREAS, in connection with the proposed Underwritten Offering, the Company would enter into a customary Underwriting Agreement with Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as Representatives of the Several Underwriters party thereto (the “Underwriters”) (the “Underwriting Agreement”), pursuant to which the Company would be required to represent that any person to whom the Company has granted registration rights has agreed not to exercise such rights until after the expiration of the Lock-Up Period referred to in Section 5 of such Underwriting Agreement;
 
WHEREAS, Section 2.1 of the Registration Rights Agreement gives any one or more Holders the right to make a Demand Request relating to the registration by the Company of Registrable Securities held by such requesting Holder;
 
WHEREAS, Section 2.2 of the Registration Rights Agreement requires that the Company promptly deliver a written notice (the “Piggyback Notice”) to all of the Holders if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Registrable Securities and such notice shall offer the Holders the opportunity to include in such Registration Statement the number of Registrable Securities as such Holder may request (a “Piggyback Registration”);
 
WHEREAS, Section 2.3 of the Registration Rights Agreement gives any one or more of the Holders the right to make a Shelf Request and submit to the Company a Shelf Takedown Notice;
 
WHEREAS, each of the undersigned is a party to the Registration Rights Agreement and pursuant to Section 3.9 of the Registration Rights Agreement, may, for itself only, waive compliance with any of the agreements or conditions for the benefits of such party contained in the Registration Rights Agreement;
 
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the parties hereto agree as follows:
 
 
1.
With respect to the Form S-3 Filing and the Underwritten Offering, each of the Piggyback Notice and the Piggyback Registration obligations of the Company, which require, among other things, the Company to provide written notice to the Holders at least fifteen (15) days prior to filing the Registration Statement of such filing and provide such holders a right to Piggyback Registration and ten (10) days to respond to such written notice, are hereby waived by the undersigned, as Holders under the Registration Rights Agreement, in all respects.
 
 
2.
Each of the undersigned, as Holders under the Registration Rights Agreement, shall not exercise any registration rights provided by the Registration Rights Agreement, including such registration rights associated with any Demand Request, any Shelf Request, any Shelf Takedown Notice or any Piggyback Registration, until after the earlier of (a) the expiration or termination of the Lock-Up Period referred to in Section 5 of the Underwriting Agreement and (b) the abandonment, cancellation or termination of the Underwritten Offering.
 
 
3.
Aside from the waiver set forth in Items 1 and 2 above, the terms of the Registration Rights Agreement shall remain in full force and effect in all respects.
 
 
4.
This Letter Agreement may be executed and delivered in multiple counterparts (via mail, facsimile or other electronic transmission), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
 
[signature pages follow]
 

 

 
 
 

IN WITNESS WHEREOF, the undersigned have caused this Letter Agreement to be duly executed as of the date first set forth above.
 
GREEN BRICK PARTNERS, INC.
 
By:     /s/ Richard A. Costello                                                                           
Name:  Richard A. Costello
Title:  Chief Financial Officer

 

Signature Page to Letter Agreement Regarding Waiver of Registration Rights
 
 
 

GREENLIGHT CAPITAL QUALIFIED, LP
 
By:   Greenlight Capital, Inc., its investment manager

By:    /s/ Daniel Roitman                                                                
Name:  Daniel Roitman
Title:  Chief Operating Officer

GREENLIGHT CAPITAL, LP
 
By:   Greenlight Capital, Inc., its investment manager

By:   /s/ Daniel Roitman                                                                
Name:  Daniel Roitman
Title:  Chief Operating Officer

GREENLIGHT CAPITAL OFFSHORE PARTNERS
 
By:   Greenlight Capital, Inc., its investment manager

By:   /s/ Daniel Roitman                                                                
Name:  Daniel Roitman
Title:  Chief Operating Officer



Signature Page to Letter Agreement Regarding Waiver of Registration Rights
 
 
 


GREENLIGHT REINSURANCE, LTD.
 
By:   DME Advisors, LP, its investment advisor

By:   /s/ Daniel Roitman                                                                
Name:  Daniel Roitman
Title:  Chief Operating Officer

GREENLIGHT CAPITAL (GOLD), LP
 
By:   DME Capital Management, LP, its investment manager

By:   /s/ Daniel Roitman                                                                
Name:  Daniel Roitman
Title:  Chief Operating Officer

GREENLIGHT CAPITAL OFFSHORE MASTER (GOLD), LTD.
 
By:   DME Capital Management, LP, its investment advisor

By:   /s/ Daniel Roitman                                                                
Name:  Daniel Roitman
Title:  Chief Operating Officer



Signature Page to Letter Agreement Regarding Waiver of Registration Rights
 
 
 

By:    /s/ Scott L. Roberts                                                                
Name:   Scott L. Roberts


Signature Page to Letter Agreement Regarding Waiver of Registration Rights
 
 
 

L. LORAINE BRICKMAN REVOCABLE TRUST
 
By:    /s/ James R. Brickman                                                                           
Name:  James R. Brickman
Title:  Trustee

Signature Page to Letter Agreement Regarding Waiver of Registration Rights
 
 
 

ROGER E. BRICKMAN GST MARITAL TRUST
 
By:    /s/ James R. Brickman                                                                           
Name:  James R. Brickman
Title:  Trustee

 

Signature Page to Letter Agreement Regarding Waiver of Registration Rights
 
 
 

By:    /s/ James R. Brickman                                                                           
Name:  James R. Brickman

Signature Page to Letter Agreement Regarding Waiver of Registration Rights
 
 
 

By:    /s/ Blake Brickman                                                                
Name:  Blake Brickman
 
 

Signature Page to Letter Agreement Regarding Waiver of Registration Rights
 
 
 


 
By:    /s/ Jennifer Brickman Roberts                                                                           
Name:  Jennifer Brickman Roberts
 
 

Signature Page to Letter Agreement Regarding Waiver of Registration Rights
 
 
 


 
By:    /s/ Trevor Brickman                                                                
Name:  Trevor Brickman
 
 

Signature Page to Letter Agreement Regarding Waiver of Registration Rights
 
 
 

By:    /s/ Natalie Brickman                                                                
Name:  Natalie Brickman


Signature Page to Letter Agreement Regarding Waiver of Registration Rights
 
 
 


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