Exhibit 4.3


 


[Form of Warrant Certificate]


 


[FACE]


 


Number


 


Warrants


 


THIS
WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


DIAMONDHEAD HOLDINGS CORP.

Incorporated Under the Laws of the State of Delaware


 


CUSIP


 


Warrant Certificate


 


This Warrant Certificate
certifies that                                                  ,
or registered assigns, is the registered holder of                       
warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to
purchase shares of Class A common stock, $0.0001 par value per share (“Common Stock”), of DiamondHead
Holdings Corp., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise
during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid
and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”)
as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise”
as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment
of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein
and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given
to them in the Warrant Agreement.


 


Each whole Warrant is initially exercisable
for one fully paid and non-assessable share of Common Stock. No fractional shares will be issued upon exercise of any Warrant.
If, upon the exercise of Warrant, a holder would be entitled to receive a fractional interest in a share of Common Stock, the
Company will, upon exercise, round down to the nearest whole number of the number of shares of Common Stock to be issued to the
holder. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence
of certain events set forth in the Warrant Agreement.


 


The initial Exercise Price per share of
Common Stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of
certain events set forth in the Warrant Agreement.


 






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Subject to the conditions set forth in
the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the
end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed subject to certain conditions, as
set forth in the Warrant Agreement.


  


Reference is hereby made to the further
provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have
the same effect as though fully set forth at this place.


 


This Warrant Certificate shall not be valid
unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate shall be governed
by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles
thereof.


 


 


	 	DIAMONDHEAD HOLDINGS CORP.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant
    Agent
	 	 	 
	 	By:	 
	 	Name:	               
	 	Title:	 






 






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[Form of Warrant Certificate]





 


[Reverse]


 


The Warrants evidenced by this Warrant
Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive                 
shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of           ,
2021 (the “Warrant Agreement”), duly executed and delivered by the Company to American Stock Transfer &
Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”),
which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for
a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company
and the holders (the words “holders” or “holder” meaning the Registered Holders
or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request
to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in
the Warrant Agreement.


 


Warrants may be exercised at any time during
the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise
them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed,
together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.


 


Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement
covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the shares of Common Stock is current, except through “cashless exercise” as provided for in
the Warrant Agreement. In addition, and notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, to the extent that the holder of a Warrant has delivered a notice contemplated
by subsection 3.3.5 of the Warrant Agreement, neither the Company nor the Warrant Agent shall issue to Holder, and Holder may not
acquire, any right it might have to acquire, a number of shares of Common Stock upon exercise of any Warrant to the extent that,
upon such exercise, the number of shares of Common Stock then beneficially owned by Holder would exceed the Maximum Percentage
of shares of Common Stock outstanding immediately after giving effect to such exercise as determined in accordance with subsection
3.3.5. of the Warrant Agreement.


 


The Warrant Agreement provides that upon
the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the
face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled
to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole
number of shares of Common Stock to be issued to the holder of the Warrant.


 


Warrant Certificates, when surrendered
at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing
in the aggregate a like number of Warrants.


 






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Upon due presentation for registration
of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of
like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for
this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other
governmental charge imposed in connection therewith.


 


The Company and the Warrant Agent may deem
and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to
the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder
of the Company.


 






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Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects
to exercise the right, represented by this Warrant Certificate, to receive           
shares of Common Stock and herewith tenders payment for such shares of Common Stock to the order of DiamondHead Holdings Corp.
(the “Company”) in the amount of $           in accordance
with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of
      , whose address is            and that such shares
of Common Stock be delivered to                 
whose address is                . If said number of
shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new
Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of                ,
whose address is                   
and that such Warrant Certificate be delivered to                ,
whose address is                .


 


In the event that the Warrant has been
called for redemption by the Company pursuant to Section 6.1 of the Warrant Agreement and the Company has required
cashless exercise, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance
with subsection 3.3.1(c) of the Warrant Agreement.


 


In the event that the Warrant has been
called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and the holder thereof elects to
exercise its Warrant pursuant to a Make-Whole Exercise, the number of shares of Common Stock that this Warrant is exercisable
for shall be determined in accordance with Section 6.2 of the Warrant Agreement.


 


In the event that the Warrant is a Private
Placement Warrant or a Working Capital Warrant that is to be exercised on a “cashless” basis pursuant to subsection
3.3.1(d) of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be
determined in accordance with subsection 3.3.1(d) of the Warrant Agreement.


 


In the event that the Warrant is to be
exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares
of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant
Agreement.


 


In the event that the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock that this
Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for
such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects
to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement,
to receive shares of Common Stock. If said number of shares is less than all of the shares of Common Stock purchasable hereunder
(after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining
balance of such shares of Common Stock be registered in the name of                ,
whose address is                   
and that such Warrant Certificate be delivered to                ,
whose address is                .


 


[To be included in any Election to Purchase of a holder who
has provided the notice set forth in subsection 3.3.5 of the Warrant Agreement.


 


By signing this Election to Purchase, the undersigned hereby
certifies that upon after giving effect to such exercise, the undersigned (together with such person’s affiliates) or any
 “group” of which holder or its affiliates is a member, would not beneficially own in excess of the Maximum Percentage
of the shares of Common Stock outstanding immediately after giving effect to such exercise as determined in accordance with subsection
3.3.5. of the Warrant Agreement.]


 


[Signature Page Follows]


 






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	Date:                 ,
    20	 
	 	 
	 	(Signature)

	 	 
	 	 
	 	 


	 	 


	 	(Address)

	 	 
	 	 
	 	(Tax Identification
        Number)



 


 


Signature Guaranteed:


 


 


	 	 



 


THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
(OR ANY SUCCESSOR RULE)).


 






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