25,000,000 Units DiamondPeak Holdings Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 2019 • DiamondPeak Holdings Corp. • Blank checks • New York
DiamondPeak Holdings Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 25,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter. Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 5th, 2019 • DiamondPeak Holdings Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 27, 2019, is made and entered into by and among DiamondPeak Holdings Corp., a Delaware corporation (the “Company”), DiamondPeak 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”).
DiamondPeak Holdings Corp. 29th Floor New York, New York 10019 Re: Initial Public Offering Gentlemen:Underwriting Agreement • March 5th, 2019 • DiamondPeak 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 by and among DiamondPeak Holdings Corp., a Delaware corporation (the “Company”), Deutsche Bank Securities Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 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 “Common Stock”), and one-third 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 registrati
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 5th, 2019 • DiamondPeak Holdings Corp. • Blank checks • New York
WARRANT AGREEMENT between DIAMONDPEAK HOLDINGS CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • March 5th, 2019 • DiamondPeak Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 27, 2019, is by and between DiamondPeak 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 5th, 2019 • DiamondPeak Holdings Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 27, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between DiamondPeak Holdings Corp., a Delaware corporation (the “Company”), and DiamondPeak Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
DIAMONDPEAK HOLDING CORP.Administrative Support Agreement • March 5th, 2019 • DiamondPeak Holdings Corp. • Blank checks • New York
This letter agreement by and between DiamondPeak Holding Corp. (the “Company”) and DiamondPeak Sponsor LLC (“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 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”):
