Exhibit 10.6


 


PRIVATE
PLACEMENT WARRANTS PURCHASE AGREEMENT


 


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”).


 


WHEREAS, the Company intends to consummate
a public offering of the Company’s units (the “Public Offering”), each unit consisting of one share of
the Company’s Class A common stock, par value $0.0001 per share (a “Share”), and one-fourth of one
redeemable warrant, each whole warrant exercisable for one Share at an exercise price of $11.50 per Share, as set forth in the
Company’s registration statement on Form S-1 related to the Public Offering (the “Registration Statement”);
and


 


WHEREAS, the Purchaser has agreed to purchase
from the Company an aggregate of [__] warrants (or up to [__] warrants if the underwriter’s option to purchase
additional units in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each
Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.


 


NOW THEREFORE, in consideration of the mutual
promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1.             Authorization,
Purchase and Sale; Terms of the Private Placement Warrants.


 


A.           Authorization
of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.


 


B.           Purchase
and Sale of the Private Placement Warrants.


 


(i)           As
payment in full for the [__] Private Placement Warrants being purchased under this Agreement, Purchaser shall pay $[__] (the “Purchase
Price”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the
Company, to the trust account (the “Trust Account”) at Goldman Sachs Bank USA, maintained by American Stock
Transfer & Trust Company, LLC, acting as trustee at least one (1) business day prior to the date of effectiveness
of the Registration Statement.


 


(ii)          In
the event that the underwriter’s option to purchase additional units is exercised in full or in part, Purchaser shall purchase
up to an additional [__] Private Placement Warrants (the “Additional Private Placement Warrants”), in the same proportion as
the amount of the underwriter’s option to purchase additional units that is exercised, and simultaneously with such purchase
of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least
one (1) business day prior to the closing of all or any portion of the underwriter’s option to purchase additional units,
Purchaser shall pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $[__], by wire transfer of immediately
available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account.


 


(iii)         The
closing of the purchase and sale of the Private Placement Warrants shall take place simultaneously with the closing of the Public Offering
(the “Initial Closing Date”). The closing of the purchase and sale of the Additional Private Placement Warrants, if applicable,
shall take place simultaneously with the closing of all or any portion of the underwriter’s option to purchase additional
units (such closing date, together with the Initial Closing Date, the “Closing Dates” and each, a “Closing
Date”). The closing of the purchase and sale of each of the Private Placement Warrants and the Additional Private Placement Warrants shall
take place at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York, 10004, or such other place
as may be agreed upon by the parties hereto.


 






    


    


    

 


C.           Terms
of the Private Placement Warrants.


 


(i)           The
Private Placement Warrants shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent,
in connection with the Public Offering (a “Warrant Agreement”).


 


(ii)          At
or prior to the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement
(the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to
the Purchaser relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.


 


Section 2.             Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement
Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the Closing
Dates) that:


 


A.           Organization
and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the
State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be
expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company
possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and
the Warrant Agreement.


 


B.           Authorization;
No Breach.


 


(i)           The
execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the
Closing Dates. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms.
Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants
will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates.


 


(ii)          The
execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants,
the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms
hereof and thereof by the Company, do not and will not as of the Closing Dates (a) conflict with or result in a breach of
the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security
interest, charge or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation of, or (e) require
any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative
or governmental body or agency pursuant to the certificate of incorporation or the bylaws of the Company (in effect on the date
hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or
regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except
for any filings required after the date hereof under federal or state securities laws.


 


C.           Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares
issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in
accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the
Private Placement Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances
of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer
restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of
the Purchaser.


 


D.           Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is
required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the
Company of any other transactions contemplated hereby.


 






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Section 3.            Representations
and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the
Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties
shall survive the Closing Dates) that:


 


A.           Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


B.           Authorization;
No Breach.


 


(i)           This
Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)          The
execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
does not and shall not as of the Closing Dates conflict with or result in a breach by the Purchaser of the terms, conditions or
provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.


 


C.           Investment
Representations.


 


(i)           The
Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise
(collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not
with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)          The
Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D.


 


(iii)         The
Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the
registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth
and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein
in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv)         The
Purchaser did not enter into this Agreement as a result of any general solicitation or general advertising within the meaning of
Rule 502(c) under the Securities Act of 1933, as amended (the “Securities Act”).


 


(v)          The
Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the
opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment
in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision with respect to the acquisition of the Securities.


 


(vi)         The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on
or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities
by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii)        The
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any
state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder
or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights
Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act
or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser
understands that the Securities and Exchange Commission has taken the position that promoters or affiliates of a blank check company
and their transferees, both before and after an initial business combination, are deemed to be “underwriters” under
the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant
to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the certain
requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption
from the registration requirements of the Securities Act.


 






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(viii)       The
Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated
with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits
and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount
contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial
needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment
in the Securities. The Purchaser can afford a complete loss of its investments in the Securities.


 


Section 4.             Conditions
of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Warrants are subject
to the fulfillment, on or before the Closing Dates, of each of the following conditions:


 


A.           Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at
and as of the Closing Dates as though then made.


 


B.           Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before the Closing Dates.


 


C.           No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self- regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


D.          Warrant
Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser
(the “Warrant Agreement”).


 


Section 5.            Conditions
of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the
fulfillment, on or before the Closing Dates, of each of the following conditions:


 


A.          Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at
and as of the Closing Dates as though then made.


 


B.           Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by the Purchaser on or before the Closing Dates.


 


C.           No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self- regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


D.           Warrant
Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration
Rights Agreement.


 






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Section 6.             Termination.
This Agreement may be terminated at any time after March 31, 2021 upon the election by either the Company or a Purchaser
entitled to purchase a majority of the Private Placement Warrants upon written notice to the other parties if the closing of the Public Offering
does not occur prior to such date.


 


Section 7.             Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive the Closing Dates.


 


Section 8.             Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


Section 9.             Miscellaneous.


 


A.           Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or
on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement,
other than assignments by the Purchaser to affiliates thereof.


 


B.           Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C.           Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement.


 


D.           Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example
rather than by limitation.


 


E.           Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall
be construed in accordance with the internal laws of the State of Delaware.


 


F.           Amendments.
This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed
by all parties hereto.


 


[Signature page follows]


 






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IN WITNESS WHEREOF, the parties
hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	DIAMONDHEAD HOLDINGS CORP.
	 	 
	 	By:	 
	 	Name:	David Hamamoto
	 	Title:	Chief Executive Officer
	 	 
	 	[__]

	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 






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