Exhibit 10.3


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of [     ], 2021 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 (the “Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, No. 333-[        ] (the “Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists 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 entitling the holder thereof to purchase one share of
Common Stock (such initial public offering hereinafter referred to as the “Offering”), has been declared
effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered into an
Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC (the “Underwriter”);
and


 


WHEREAS, as described in the Prospectus,
$300,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement)
(or $345,000,000 if the Underwriter’s option to purchase additional Units is exercised in full) will be delivered to the
Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust
Account”) for the benefit of the Company and the holders of the Common Stock included in the Units issued in the
Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred
to herein as the “Property,” the stockholders for whose benefit the Trustee shall hold the Property will
be referred to as the “Public Stockholders,” and the Public Stockholders and the Company will be referred
to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $10,500,000, or $12,075,000 if the Underwriter’s option to purchase additional Units is
exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the
Underwriter upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1.            Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)            Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by
the Trustee in the United States at Goldman Sachs Bank USA, an affiliate of Goldman Sachs & Co. LLC, and at a brokerage
institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b)            Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)            In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity
of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and
(d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which
invest only in direct U.S. government treasury obligations, as determined by the Company it being understood that the Trustee
has no obligation to monitor or question the Company's determination that an investment is in compliance with the foregoing
clause; the Company shall not instruct the Trustee  to invest in any other securities or assets, it being understood that
the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions
hereunder;


 






    


    


    

 


(d)            Collect
and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)            Promptly
notify the Company and the Underwriter of all communications received by the Trustee with respect to any Property requiring action
by the Company;


 


(f)            Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;


 


(g)            Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h)            Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i)            Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a
letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto
as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive
Officer, President, Chief Financial Officer, Secretary or Chairman of the board of directors of the Company (the “Board”)
or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the
Trust Account, including interest not previously released to the Company to pay its taxes, only as directed in the Termination
Letter and the other documents referred to therein, or (y) upon the date which is the later of (i) 24 months after the
closing of the Offering and (ii) such later date as may be approved by the Company’s stockholders in accordance with
the Company’s certificate of incorporation, if a Termination Letter has not been received by the Trustee prior to such date,
in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached
as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay
its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed
to the Public Stockholders of record as of such date; provided, however, that in the event the Trustee receives a
Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property
because it has received no such Termination Letter by the date specified in clause of this Section 1(i), the Trustee shall
keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;


 


(j)            Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C, withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property
requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other
income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method
of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however,
that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such
assets held in the Trust Account as shall be designated by the Company in writing to make such distribution so long as there is
no reduction in the principal amount initially deposited in the Trust Account; provided, further, that if the tax
to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the
franchise tax bill from the State of Delaware for the Company and a written statement from the principal financial officer of the
Company setting forth the actual amount payable. The written request of the Company referenced above shall constitute presumptive
evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request (it
being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from
the Trust Account);


 


(k)            Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute to the Public Stockholders of record as of such date the amount requested
by the Company to be used to redeem shares of Common Stock from Public Stockholders properly submitted in connection with a stockholder
vote to approve an amendment to the Company’s certificate of incorporation to modify the substance or timing of the Company’s
obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business Combination
within such time as is described in the Company’s certificate of incorporation. The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no
responsibility to look beyond said request; and


 






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(l)            Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or
(k) above.


 


2.            Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)            Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief
Executive Officer, Chief Financial Officer or Secretary. In addition, except with respect to its duties under Sections
1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely and shall be protected in
relying on, any such written instructions and, further, any verbal or telephonic advice or instruction which it, in good
faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing;


 


(b)            Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder
and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with
any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the
Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence,
fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any
action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b),
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee
shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld
or delayed. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such
consent shall not be unreasonably withheld or delayed. The Company may participate in such action with its own counsel;


 


(c)            Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and
transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless and until the consummation of the Business Combination (as defined
below). The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation
of the Offering. The Trustee shall refund to the Company the monthly fee (on a pro rata basis) with respect to any period after
the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except
as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;


 


(d)            In
connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder
meeting verifying the vote of such stockholders regarding such Business Combination;


 


(e)            Provide
the Underwriter with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with
respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 






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(f)            Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee
to make any distributions that are not permitted under this Agreement; and


 


(g)           Within
four (4) business days after the Underwriter exercises its option to purchase additional Units (or any unexercised portion
thereof) or such over-allotment expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount,
which shall in no event be less than $10,500,000.


 


3.            Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)            Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b)            Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no
liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)            Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d)            Change the investment of any Property, other than in
compliance with Section 1 hereof, and in no event shall the Trustee be liable for the selection of investments or for
investment losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to the
maturity date or the failure of the Company to provide timely written investment instruction; 


 


(e)            Refund
any depreciation in principal of any Property;


 


(f)            Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(g)            The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s reasonable best judgment, except for the Trustee’s gross negligence, fraud or willful
misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion
or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also
as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable
care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice
or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced
by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee
are affected, unless it shall give its prior written consent thereto;


 


(h)           Verify
the accuracy of the information contained in the Registration Statement;


 


(i)           Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated
by the Registration Statement;


 


(j)            File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written
statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(k)            Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities
relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not
limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or


 






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(l)            Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
1(j) and 1(k) hereof.


 


4.            Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such
Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust
Account.


 


5.            Termination.
This Agreement shall terminate as follows:


 


(a)            If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such
time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the
terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but
not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety
(90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited
with any court in the State of New York or with the United States District Court for the Southern District of New York and upon
such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)            At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter,
this Agreement shall terminate except with respect to Section 2(b).


 


6.            Miscellaneous.


 


(a)            The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names,
account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank.
Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not
be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 


(b)            This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 


(c)            This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. This
Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing
signed by each of the parties hereto.


 


(d)            This
Agreement or any provision hereof may only be changed, amended or modified pursuant to Section 6 hereof with the Consent
of the Stockholders, it being the specific intention of the parties hereto that each of the Company’s stockholders is, and
shall be, a third party beneficiary of this Section 6(d) with the same right and power to enforce this Section 6
as the other parties hereto. For purposes of this Section 6(d), the “Consent of the Stockholders”
means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that either
the Company’s stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware
General Corporation Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five percent (65%)
or more of all then outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company
voting together as a single class, have voted in favor of such change, amendment or modification. No such amendment will affect
any Public Stockholder who has otherwise indicated his election to redeem his share of Common Stock in connection with a stockholder
vote sought to amend this Agreement. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful
misconduct, the Trustee may rely conclusively on the certification from the inspector or elections referenced above and shall be
relieved of all liability to any party for executing the proposed amendment in reliance thereon.


 






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(e)            The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS
AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(f)            Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or by facsimile or email transmission:


 


if to the Trustee, to:


 


American Stock Transfer &
Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: Relationship Management


Fax No.:


 


if to the Company, to:


 


DiamondHead Holdings Corp.

250 Park Ave.

7th Floor

New York, New York 10177

Attn.: David T. Hamamoto

Fax No.:


 


in each case, with copies to:


 


Sullivan and Cromwell LLP

125 Broad Street,

New York, NY 10004

Attn.: Robert W. Downes, Esq.

Fax No.: (212) 291-9043


 


 and




 


Goldman Sachs & Co.
LLC

200 West Street,

New York, New York 10282-2198

Attn.: Registration Department


 


 and




 


Ropes & Gray LLP

1211 Avenue of the Americas,

New York, NY 10036

Attn: Paul D. Tropp & Christopher Capuzzi

E-mail: paul.tropp@ropesgray.com

E-mail: christopher.capuzzi@ropesgray.com


 






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(g)            Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it
shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds
in the Trust Account under any circumstance.


 


(h)            This
Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(i)            This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(j)            Each
of the Company and the Trustee hereby acknowledges and agrees that the Underwriter is a third party beneficiary of this Agreement.


 


(k)            Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person
or entity.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties have
duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	American Stock Transfer & Trust Company,
LLC, as Trustee
	 	 	 
		By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	DiamondHead Holdings Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 






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SCHEDULE
A


 


	Fee Item	 	Time and method of payment	 	Amount
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$2,000
	Trustee administration fee	 	Payable annually. First year fee payable at initial closing of Offering by wire transfer thereafter by wire transfer or check.	 	$4,500
	Transaction processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	 	$300 per item presented
	Paying Agent services as required pursuant to Section 1(i)	 	Billed to Company upon delivery of service pursuant to Section 1(i)	 	Prevailing rates



 






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EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

Attn: AST Shareholder Services


 


Re:         Trust
Account No.                 Termination Letter


 


Gentlemen:


 


Pursuant to Section 1(i) 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”), this is to advise you that the Company has entered into an agreement with
[insert name] (the “Target Business”) to consummate a business combination with Target Business (the
 “Business Combination”) on or about [insert date]. The Company shall notify you at least forty-eight
(48) hours in advance of the actual date of the consummation of the Business Combination (or such shorter time period as you may
agree) (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to transfer
the proceeds into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date,
all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking
account at Goldman Sachs Bank USA, an affiliate of Goldman Sachs & Co. LLC, awaiting distribution, the Company will not
earn any interest or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company,
which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held
and (b) a written instruction signed by the Company with respect to the transfer of the funds held in the Trust Account, including
payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed
and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction
Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may
not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to
the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related
to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business Combination
is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original
Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day
immediately following the Consummation Date as set forth in such written instruction as soon thereafter as possible.


 






    A-1


    


    

 


	 	Very truly yours,
	 	 	 
	 	DiamondHead Holdings Corp.
	 	 	 
		By:	
	 	 	Name:
	 	 	Title:



 


cc: Goldman Sachs & Co. LLC


 






    A-2


    


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

Attn: AST Shareholder Services


 


Re:     Trust
Account No.           Termination Letter


 


Gentlemen:


 


Pursuant to Section 1(i) 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”), this is to advise you that the Company has been unable to effect a business
combination with a Target Business within the time frame specified in the Company’s Certificate of Incorporation, as described
in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on                 ,
20 and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution
to the Public Stockholders. The Company has selected [               ](1) as
the record date for the purpose of determining the Public Stockholders entitled to receive their share of the liquidation proceeds.
You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly
to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Certificate of Incorporation
of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related
to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise
provided in Section 1(i) of the Trust Agreement.


 


(1) 24 months from the closing of the Offering.


 





	 	Very truly yours,
	 	 	 
	 	DiamondHead Holdings Corp.
	 	 	 
		By:	
	 	 	Name:
	 	 	Title:


 


cc: Goldman Sachs & Co. LLC


 






    B-1


    


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

Attn: AST Shareholder Services


 


Re:     Trust
Account No.               Tax Payment Withdrawal Instruction


 


Gentlemen:


 


Pursuant to Section 1(j) 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 Company $     of
the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay for
the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 





	 	Very truly yours,
	 	 	 
	 	DiamondHead Holdings Corp.
	 	 	 
		By:	
	 	 	Name:
	 	 	Title:


 


cc: Goldman Sachs & Co. LLC


 






    C-1


    


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

Attn: AST Shareholder Services


 


Re:     Trust
Account No.            Stockholder Redemption Withdrawal Instruction


 


Gentlemen:


 


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.


 


The Company needs such funds to pay its
Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a
stockholder vote to approve an amendment to the Company’s certificate of incorporation that would affect the substance or
timing of the Company’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated
an initial Business Combination within such time as is described in the Company’s certificate of incorporation. As such,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter into
a segregated account held by you on behalf of the Beneficiaries.


 





	 	Very truly yours,
	 	 	 
	 	DiamondHead Holdings Corp.
	 	 	 
		By:	
	 	 	Name:
	 	 	Title:


 


cc: Goldman Sachs & Co. LLC


 






    D-1