REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 5th, 2021 • MDH Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 1, 2021, is made and entered into by and among MDH Acquisition Corp., a Delaware corporation (the “Company”), MDIH Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto under “Holders” (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”).
WARRANT AGREEMENTWarrant Agreement • February 5th, 2021 • MDH Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 1, 2021, is by and between MDH Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 5th, 2021 • MDH Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 1, 2021 by and between MDH Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
MDH Acquisition Corp.Letter Agreement • February 5th, 2021 • MDH Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among MDH Acquisition Corp., a Delaware corporation (the “Company”), and Stifel, Nicolaus & Company, Incorporated and Oppenheimer & Co, Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 24,000,000 of the Company’s units (including up to 3,600,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as desc
MDH ACQUISITION CORP. 24,000,000 Units Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant Underwriting Agreement February 1, 2021 Underwriting AgreementUnderwriting Agreement • February 5th, 2021 • MDH Acquisition Corp. • Blank checks • New York
MDH Acquisition Corp. priced 24,000,000 units at $10.00 per unit plus an additional 3,600,000 units if the underwriters exercise their over-allotment option in full.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 5th, 2021 • MDH Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 1, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among MDH Acquisition Corp., a Delaware corporation (the “Company”), and MDIH Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
MDH ACQUISITION CORP. Southlake, TX 76092Letter Agreement • February 5th, 2021 • MDH Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between MDH Acquisition Corp. (the “Company”) and MDIH Sponsor LLC (the “Sponsor”), 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 New York Stock Exchange (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”):
