Purchase of Class a Shares. Subject to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation to purchase from the Company, Purchase Shares as follows:
Purchase of Class a Shares. This letter agreement confirms the agreement of each of the investors listed on the signature page to this letter agreement (each, an “Investor” and collectively, the “Investors), severally, and not jointly, subject to the terms and conditions set forth herein, to (i) purchase (in open market transactions or otherwise), or to cause one or more of its controlled affiliates to purchase, and beneficially own no less than 1,250,000 DHHC Class A Shares (the “Share Purchase Commitment”), no later than the date that is five (5) business days prior to the DHHC Stockholders Meeting held to approve the Business Combination Agreement and the transactions contemplated therein (such date, the “Purchase Deadline”), (ii) on the business day prior to the DHHC Stockholders Meeting, deliver to each of DHHC and DHP SPAC-II Sponsor LLC, a Delaware limited liability company (the “Sponsor”), a certificate, signed by the Investor, certifying that such Investor, or one or more of its controlled affiliates, has consummated the purchase of its Share Purchase Commitment no later than the Purchase Deadline and continues to beneficially own its Share Purchase Commitment on such date, and (iii) following the consummation of their respective Share Purchase Commitments, not to sell, contract to sell, redeem or otherwise transfer or dispose of, directly or indirectly, such acquired shares or the economic ownership of such acquired shares at any time prior to the consummation of the transactions contemplated by the Business Combination Agreement. The parties hereto agree and acknowledge that (i) in no event will any of the Investors, individually, be required to purchase any Class A Shares in any amount in excess of the Share Purchase Commitment and (ii) such Class A Shares shall not be subject to any restrictions on transfer or disposition, other than in accordance with applicable law and other than those expressly set forth in this letter agreement.
Purchase of Class a Shares. (a) Upon the terms and subject to the conditions set forth herein, at the Closing the Company agrees to sell, with full title guarantee and free and clear of any encumbrances, and the Investor agrees to purchase the number of Class A Shares set forth opposite the Investor’s name on Schedule I hereto under the heading “Number of Shares Purchased” (the “Subject Shares”) at the Per Share Price.
(b) At or prior to the Closing, the Investor shall pay the purchase price set forth opposite the Investor’s name on the Schedule I attached hereto under the column headed “Purchase Price” by wire transfer of immediately available funds in accordance with wire instructions provided in writing by the Company to the Investor at least five (5) Business Days prior to the Closing Date. On or before the Closing, the Company will instruct its transfer agent to make book-entry notations representing the Subject Shares, against delivery of the amount set forth opposite each the Investor’s name on Schedule I attached hereto under the column headed “Number of Shares Purchased”. In the event of the termination of this Agreement in accordance with the terms hereof, any payment by the Investor hereunder will be immediately returned by the Company to the Investor by wire transfer in immediately available funds to the account specified by the Investor.
Purchase of Class a Shares
