REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2021 • DiamondHead Holdings Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January [_], 2021, is made and entered into by and among DiamondHead Holdings Corp., a Delaware corporation (the “Company”), DHP SPAC-II Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
DiamondHead Holdings Corp. 250 Park Avenue, 7th Floor New York, NY 10177Securities Subscription Agreement • January 8th, 2021 • DiamondHead Holdings Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on October 21, 2020 by and between DHP SPAC-II Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and DiamondHead Holdings Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriter of the initial public offering (“IPO”) of units (“Units”) of the Company, does not fully exercise its over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • January 8th, 2021 • DiamondHead Holdings Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between DiamondHead Holdings Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 8th, 2021 • DiamondHead Holdings Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between DiamondHead Holdings Corp. (the “Company”) and American Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of , 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $ of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
WARRANT AGREEMENT between DIAMONDHEAD HOLDINGS CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • January 8th, 2021 • DiamondHead Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_], 2021, is by and between DiamondHead Holdings Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
DiamondHead Holdings Corp. 30,000,000 Units Underwriting AgreementUnderwriting Agreement • January 8th, 2021 • DiamondHead Holdings Corp. • Blank checks • New York
DiamondHead Holdings Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom Goldman Sachs & Co. LLC (the “Representative” or “you”) are acting as representative, an aggregate of 30,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,500,000 additional units, if any (the “Optional Units”; the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
DiamondHead Holdings Corp. 250 Park Ave. 7th Floor New York, New York 10177 Re: Initial Public Offering Gentlemen:Underwriting Agreement • January 8th, 2021 • DiamondHead Holdings Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into between DiamondHead Holdings Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC, (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased at the Underwriter’s option) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commissio
AGREEMENTSecurities Purchase Agreement • January 8th, 2021 • DiamondHead Holdings Corp. • Blank checks • New York
THIS AGREEMENT (this “Agreement”), is dated as of , 2021, by and among DIAMONDHEAD HOLDINGS CORP., a Delaware corporation (the “Company”), DHP SPAC-II SPONSOR LLC, a Delaware limited liability company (the “Sponsor”), and _______________ (“Subscriber”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • January 8th, 2021 • DiamondHead Holdings Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January__ , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between DiamondHead Holdings Corp., a Delaware corporation (the “Company”), and [__] (the “Purchaser”).
DIAMONDHEAD HOLDINGS CORP. 250 Park Ave. 7th Floor New York, New York 10177Administrative Support Agreement • January 8th, 2021 • DiamondHead Holdings Corp. • Blank checks • New York
This letter agreement by and between DiamondHead Holdings Corp. (the “Company”) and DHP SPAC-II Private Placement LLC (“Private Placement”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
