Exhibit 10.1


 


January [●], 2021


 


MDH Acquisition Corp.


600 N. Carroll Ave., Suite 100

Southlake, TX 76092


 


Re:        Initial
Public Offering


 


Ladies and Gentlemen:


 


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 23,000,000 of the Company’s units (including up to 3,000,000 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 described in the Prospectus (as defined below). The Units
will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company
has applied to have the Units listed on the New York Stock Exchange. Certain capitalized terms used herein are defined in paragraph
11 hereof.


 


In order to induce
the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of MDIH Sponsor LLC (the “Sponsor”)
and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each
of the undersigned individuals, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


		1.	The Sponsor and each Insider agrees
                                         that if the Company seeks stockholder approval of a proposed Business Combination, then
                                         in connection with such proposed Business Combination, it, he or she shall (i) vote
                                         any shares of Common Stock (as defined below) owned by it, him or her in favor of any
                                         proposed Business Combination and (ii) not redeem any shares of Common Stock owned
                                         by it, him or her in connection with such stockholder approval. If the Company seeks
                                         to consummate a proposed Business Combination by engaging in a tender offer, the Sponsor
                                         and each Insider agrees that it, he or she will not sell or tender any shares of Common
                                         Stock owned by it, him or her in connection therewith.



 


		2.	The Sponsor and each Insider hereby
                                         agrees that in the event that the Company fails to consummate a Business Combination
                                         within 24 months from the closing of the Public Offering, or such later period approved
                                         by the Company’s stockholders in accordance with the Company’s second amended
                                         and restated certificate of incorporation (as it may be amended from time to time, the
                                         “Charter”), the Sponsor and each Insider shall take all reasonable
                                         steps to cause the Company to (i) cease all operations except for the purpose of
                                         winding up, (ii) as promptly as reasonably possible but not more than ten business
                                         days thereafter, redeem 100% of the shares of Class A Common Stock sold as part
                                         of the Units in the Public Offering (the “Offering Shares”),
                                         at a per-share price, payable in cash, equal to the aggregate amount then on deposit
                                         in the Trust Account (as defined below), including interest earned on the funds held
                                         in the Trust Account and not previously released to the Company to pay its taxes (less
                                         up to $100,000 of interest to pay dissolution expenses), divided by the number of then
                                         outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’
                                         (as defined below) rights as stockholders (including the right to receive further liquidating
                                         distributions, if any), and (iii) as promptly as reasonably possible following such
                                         redemption, subject to the approval of the Company’s remaining stockholders and
                                         the Company’s board of directors, liquidate and dissolve, subject in each case
                                         to the Company’s obligations under Delaware law to provide for claims of creditors
                                         and other requirements of applicable law. The Sponsor and each Insider agrees to not
                                         propose any amendment to the Charter to modify the substance or timing of the Company’s
                                         obligation to redeem 100% of the Offering Shares if the Company does not complete a Business
                                         Combination within the required time period set forth in the Charter or with respect
                                         to any other material provisions relating to stockholders’ rights or pre-initial
                                         business combination activity, unless the Company provides its Public Stockholders with
                                         the opportunity to redeem their Offering Shares upon approval of any such amendment at
                                         a per-share price, payable in cash, equal to the aggregate amount then on deposit in
                                         the Trust Account, including interest earned on the funds held in the Trust Account and
                                         not previously released to the Company to pay its taxes, divided by the number of then
                                         outstanding Offering Shares.



 






    


     


    

 


The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other
asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her.
The Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any,
any redemption rights it, he or she may have in connection with (A) the consummation of a Business Combination, including,
without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination, or (B) a
stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s obligation to
redeem 100% of the Offering Shares if the Company has not consummated a Business Combination within the time period set forth
in the Charter or with respect to any other material provisions relating to stockholders’ rights or pre-initial business
combination activity or in the context of a tender offer made by the Company to purchase Offering Shares (although the Sponsor,
the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights with respect to any Offering
Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth in the Charter).


 


		3.	During the period commencing on
                                         the effective date of the Underwriting Agreement and ending 180 days after such date,
                                         the Sponsor and each Insider shall not, without the prior written consent of the Representatives,
                                         (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any
                                         option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly,
                                         or establish or increase a put equivalent position or liquidate or decrease a call equivalent
                                         position within the meaning of Section 16 of the Securities Exchange Act of 1934,
                                         as amended (the “Exchange Act”), and the rules and regulations
                                         of the Commission promulgated thereunder, with respect to, any Units, shares of Common
                                         Stock (including, but not limited to, Founder Shares), Warrants or any securities convertible
                                         into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or
                                         her, (ii) enter into any swap or other arrangement that transfers to another, in
                                         whole or in part, any of the economic consequences of ownership of any Units, shares
                                         of Common Stock (including, but not limited to, Founder Shares), Warrants or any securities
                                         convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by
                                         it, him or her, whether any such transaction is to be settled by delivery of such securities,
                                         in cash or otherwise, or (iii) publicly announce any intention to effect any transaction
                                         specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges
                                         and agrees that, prior to the effective date of any release or waiver, of the restrictions
                                         set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending
                                         release or waiver by press release through a major news service at least two business
                                         days before the effective date of the release or waiver. Any release or waiver granted
                                         shall only be effective two business days after the publication date of such press release.
                                         The provisions of this paragraph will not apply if the release or waiver is effected
                                         solely to permit a transfer not for consideration and the transferee has agreed in writing
                                         to be bound by the same terms described in this Letter Agreement to the extent and for
                                         the duration that such terms remain in effect at the time of the transfer.



 


		4.	In the event of the liquidation
                                         of the Trust Account upon the failure of the Company to consummate its initial Business
                                         Combination within the time period set forth in the Charter, the Sponsor (the “Indemnitor”)
                                         agrees to indemnify and hold harmless the Company against any and all loss, liability,
                                         claim, damage and expense whatsoever (including, but not limited to, any and all legal
                                         or other expenses reasonably incurred in investigating, preparing or defending against
                                         any litigation, whether pending or threatened) to which the Company may become subject
                                         as a result of any claim by (i) any third party for services rendered or products
                                         sold to the Company or (ii) any prospective target business with which the Company
                                         has entered into a written letter of intent, confidentiality or other similar agreement
                                         or Business Combination agreement (a “Target”); provided,
                                         however, that such indemnification of the Company by the Indemnitor (x) shall
                                         apply only to the extent necessary to ensure that such claims by a third party or a Target
                                         do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00
                                         per Offering Share and (ii) the actual amount per Offering Share held in the Trust
                                         Account as of the date of the liquidation of the Trust Account, if less than $10.00 per
                                         Offering Share is then held in the Trust Account due to reductions in the value of the
                                         trust assets, less taxes payable, (y) shall not apply to any claims by a third party
                                         or a Target which executed a waiver of any and all rights to the monies held in the Trust
                                         Account (whether or not such waiver is enforceable) and (z) shall not apply to any
                                         claims under the Company’s indemnity of the Underwriters against certain liabilities,
                                         including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall
                                         have the right to defend against any such claim with counsel of its choice reasonably
                                         satisfactory to the Company if, within 15 days following written receipt of notice of
                                         the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall
                                         undertake such defense.



 






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		5.	To the extent that the Underwriters
                                         do not exercise their over-allotment option to purchase up to an additional 3,000,000
                                         Units within 45 days from the date of the Prospectus (and as further described in the
                                         Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in
                                         the aggregate equal to 750,000 multiplied by a fraction, (i) the numerator of which
                                         is 3,000,000 minus the number of Units purchased by the Underwriters upon the exercise
                                         of their over-allotment option, and (ii) the denominator of which is 3,000,000.
                                         The forfeiture will be adjusted to the extent that the over-allotment option is not exercised
                                         in full by the Underwriters so that the Founder Shares will represent an aggregate of
                                         20.0% of the Company’s issued and outstanding shares of Class A Common Stock
                                         after the Public Offering (not including shares of Class A Common Stock underlying
                                         the Warrants or Private Placement Warrants (as defined below)). The Sponsor further agrees
                                         that to the extent that the size of the Public Offering is increased or decreased, the
                                         Company will purchase or sell Units or effect a share repurchase or share capitalization,
                                         as applicable, immediately prior to the consummation of the Public Offering in such amount
                                         as to maintain the ownership of the initial shareholders prior to the Public Offering
                                         at 20.0% of its issued and outstanding Capital Shares upon the consummation of the Public
                                         Offering. In connection with such increase or decrease in the size of the Public Offering,
                                         then (A) the references to 3,000,000 in the numerator and denominator of the formula
                                         in the first sentence of this paragraph shall be changed to a number equal to 15% of
                                         the number of Public Shares included in the Units issued in the Public Offering and (B) the
                                         reference to 750,000 in the formula set forth in the first sentence of this paragraph
                                         shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender
                                         to the Company in order for the initial shareholders to hold an aggregate of 20.0% of
                                         the Company’s issued and outstanding shares of Class A Common Stock after
                                         the Public Offering (not including shares of Class A Common Stock underlying the
                                         Warrants or Private Placement Warrants).



 


		6.	The Sponsor and each Insider hereby
                                         agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably
                                         injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations
                                         under paragraphs 1, 2, 3, 4, 5, 7(a), and 7(b), as applicable, of this Letter Agreement
                                         (ii) monetary damages may not be an adequate remedy for such breach and (iii) the
                                         non-breaching party shall be entitled to injunctive relief, in addition to any other
                                         remedy that such party may have in law or in equity, in the event of such breach.



 


		7.	(a)            The Sponsor and each Insider
                                         agrees that it, he or she shall not Transfer any Founder Shares (or any shares of Class A
                                         Common Stock issuable upon conversion thereof) until the earlier of (A) one year
                                         after the completion of the Company’s initial Business Combination and (B) subsequent
                                         to the Business Combination, (x) if the closing price of the Class A Common
                                         Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
                                         reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
                                         day period commencing at least 150 days after the Company’s initial Business Combination
                                         or (y) the date on which the Company completes a liquidation, merger, capital stock
                                         exchange, reorganization or other similar transaction that results in all of the Company’s
                                         stockholders having the right to exchange their shares of Class A Common Stock for
                                         cash, securities or other property (the “Founder Shares Lock-up Period”).



 






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(b)            The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or any share of Class A
Common Stock issued or issuable upon the exercise of the Private Placement Warrants), until 30 days after the completion of a
Business Combination (the “Private Placement Warrants Lock-up Period”, together with the Founder Shares
Lock-up Period, the “Lock-up Periods”).


 


(c)            Notwithstanding
the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares
of Class A Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder
Shares that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph
7(c)), are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s
officers or directors, any affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates; (b) in the
case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which
is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in
the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of
an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with
any forward purchase agreement or similar arrangement or in connection with the consummation of an initial Business Combination
at prices no greater than the price at which the securities were originally purchased; (f) in the event of the Company’s
liquidation prior to the completion of an initial Business Combination; (g) by virtue of the laws of the State of Delaware
or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s
liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders
having the right to exchange their shares of Class A Common Stock for cash, securities or other property subsequent to the
Company’s completion of an initial Business Combination; provided, however, that in the case of clauses (a) through
(e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the
transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting,
the Trust Account and liquidating distributions).


 


		8.	The Sponsor and each Insider represents
                                         and warrants that it, he or she has never been suspended or expelled from membership
                                         in any securities or commodities exchange or association or had a securities or commodities
                                         license or registration denied, suspended or revoked. Each Insider’s biographical
                                         information furnished to the Company (including any such information included in the
                                         Prospectus) is true and accurate in all respects and does not omit any material information
                                         with respect to the Insider’s background. The Sponsor and each Insider’s
                                         questionnaire furnished to the Company is true and accurate in all respects. The Sponsor
                                         and each Insider represents and warrants that: it, he or she is not subject to or a respondent
                                         in any legal action for, any injunction, cease-and-desist order or order or stipulation
                                         to desist or refrain from any act or practice relating to the offering of securities
                                         in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to,
                                         any crime (i) involving fraud, (ii) relating to any financial transaction or
                                         handling of funds of another person, or (iii) pertaining to any dealings in any
                                         securities and it, he or she is not currently a defendant in any such criminal proceeding.



 


		9.	Except as disclosed in the Prospectus,
                                         neither the Sponsor nor any officer, nor any affiliate of the Sponsor or any officer,
                                         nor any director of the Company, shall receive from the Company any finder’s fee,
                                         reimbursement, consulting fee, non-cash payments, monies in respect of any repayment
                                         of a loan or other compensation prior to, or in connection with any services rendered
                                         in order to effectuate, the consummation of the Company’s initial Business Combination
                                         (regardless of the type of transaction that it is), other than the following, none of
                                         which will be made from the proceeds held in the Trust Account prior to the completion
                                         of the initial Business Combination: repayment of a loan and advances up to an aggregate
                                         of $300,000 made to the Company by the Sponsor; payments to the Sponsor for certain office
                                         space, secretarial and administrative services as may be reasonably required by the Company
                                         of $10,000 per month; reimbursement for any reasonable out-of-pocket expenses related
                                         to identifying, investigating, negotiating and completing an initial Business Combination,
                                         and repayment of loans, if any, and on such terms as to be determined by the Company
                                         from time to time, made by the Sponsor or an affiliate of the Sponsor or any of the Company’s
                                         officers or directors to finance transaction costs in connection with an intended initial
                                         Business Combination, provided, that, if the Company does not consummate an initial Business
                                         Combination, a portion of the working capital held outside the Trust Account may be used
                                         by the Company to repay such loaned amounts so long as no proceeds from the Trust Account
                                         are used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants
                                         at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical
                                         to the Private Placement Warrants, including as to exercise price, exercisability and
                                         exercise period.



 






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		10.	The Sponsor and each Insider has
                                         full right and power, without violating any agreement to which it is bound (including,
                                         without limitation, any non-competition or non-solicitation agreement with any employer
                                         or former employer), to enter into this Letter Agreement and, as applicable, to serve
                                         as an officer and/or director on the board of directors of the Company and hereby consents
                                         to being named in the Prospectus as an officer and/or director of the Company.



 


		11.	As used herein, (i) “Business
                                         Combination” shall mean a merger, capital stock exchange, asset acquisition,
                                         stock purchase, reorganization or similar business combination, involving the Company
                                         and one or more businesses; (ii) “Common Stock” shall
                                         mean the Class A common stock and Class B common stock; (iii) “Founder
                                         Shares” shall mean the 5,750,000 shares of Class B common stock issued
                                         and outstanding (up to 750,000 Shares of which are subject to complete or partial forfeiture
                                         if the over-allotment option is not exercised by the Underwriters); (iv) “Initial
                                         Stockholders” shall mean the Sponsor and any Insider that holds Founder
                                         Shares; (v) “Private Placement Warrants” shall mean the
                                         5,750,000 Warrants that the Sponsor has agreed to purchase for an aggregate purchase
                                         price of $5,750,000, or $1.00 per Warrant, in a private placement that shall occur simultaneously
                                         with the consummation of the Public Offering; (vi) “Public Stockholders”
                                         shall mean the holders of securities issued in the Public Offering; (vii) “Trust
                                         Account” shall mean the trust fund into which a portion of the net proceeds
                                         of the Public Offering and the sale of the Private Placement Warrants shall be deposited;
                                         (viii) “Transfer” shall mean the (a) sale of, offer
                                         to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
                                         or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment
                                         or increase of a put equivalent position or liquidation with respect to or decrease of
                                         a call equivalent position within the meaning of Section 16 of the Exchange Act,
                                         and the rules and regulations of the Commission promulgated thereunder with respect
                                         to, any security, (b) entry into any swap or other arrangement that transfers to
                                         another, in whole or in part, any of the economic consequences of ownership of any security,
                                         whether any such transaction is to be settled by delivery of such securities, in cash
                                         or otherwise, or (c) public announcement of any intention to effect any transaction
                                         specified in clause (a) or (b); and (ix) “Warrants”
                                         shall mean the Private Placement Warrants and public warrants.



 


		12.	The Company will maintain an insurance
                                         policy or policies providing directors’ and officers’ liability insurance,
                                         and each Director shall be covered by such policy or policies, in accordance with its
                                         or their terms, to the maximum extent of the coverage available for any of the Company’s
                                         directors or officers.



 


		13.	This Letter Agreement constitutes
                                         the entire agreement and understanding of the parties hereto in respect of the subject
                                         matter hereof and supersedes all prior understandings, agreements, or representations
                                         by or among the parties hereto, written or oral, to the extent they relate in any way
                                         to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
                                         may not be changed, amended, modified or waived (other than to correct a typographical
                                         error) as to any particular provision, except by a written instrument executed by all
                                         parties hereto.



 


		14.	No party hereto may assign either
                                         this Letter Agreement or any of its rights, interests, or obligations hereunder without
                                         the prior written consent of the other parties. Any purported assignment in violation
                                         of this paragraph shall be void and ineffectual and shall not operate to transfer or
                                         assign any interest or title to the purported assignee. This Letter Agreement shall be
                                         binding on the Sponsor and each Insider and their respective successors, heirs and assigns
                                         and permitted transferees.



 






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		15.	Nothing in this Letter Agreement
                                         shall be construed to confer upon, or give to, any person or corporation other than the
                                         parties hereto any right, remedy or claim under or by reason of this Letter Agreement
                                         or of any covenant, condition, stipulation, promise or agreement hereof. All covenants,
                                         conditions, stipulations, promises and agreements contained in this Letter Agreement
                                         shall be for the sole and exclusive benefit of the parties hereto and their successors,
                                         heirs, personal representatives and assigns and permitted transferees.



 


		16.	This Letter Agreement may be executed
                                         in any number of original or facsimile counterparts and each of such counterparts shall
                                         for all purposes be deemed to be an original, and all such counterparts shall together
                                         constitute but one and the same instrument.



 


		17.	This Letter Agreement shall be
                                         deemed severable, and the invalidity or unenforceability of any term or provision hereof
                                         shall not affect the validity or enforceability of this Letter Agreement or of any other
                                         term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
                                         or provision, the parties hereto intend that there shall be added as a part of this Letter
                                         Agreement a provision as similar in terms to such invalid or unenforceable provision
                                         as may be possible and be valid and enforceable.



 


		18.	This Letter Agreement shall be
                                         governed by and construed and enforced in accordance with the laws of the State of New
                                         York. The parties hereto (i) all agree that any action, proceeding, claim or dispute
                                         arising out of, or relating in any way to, this Letter Agreement shall be brought and
                                         enforced in the courts of New York City, in the State of New York, and irrevocably submit
                                         to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive
                                         any objection to such exclusive jurisdiction and venue or that such courts represent
                                         an inconvenient forum.



 


		19.	Any notice, consent or request
                                         to be given in connection with any of the terms or provisions of this Letter 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 facsimile transmission.



 


		20.	This Letter Agreement shall terminate
                                         on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation
                                         of the Company; provided, however, that this Letter Agreement shall earlier terminate
                                         in the event that the Public Offering is not consummated and closed by December 31,
                                         2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.



 


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	 	Sincerely,
	 	 
	 	 
	 	MDIH SPONSOR LLC
	 	 	 
	 	 	 
	 	By:  	 
	 	 	Name: Beau Blair
	 	 	Title:   Authorized Person
	 	 	 
	 	 	 
	 	 	 
	 	Franklin McLarty

	 	 
	 	 
	 	 
	 	Jim Wilkinson


 


 


	 	 	 
	 	 	Beau Blair

         

         

	 	 	 
	 	 	Brent Whittington


 


 


	Acknowledged and Agreed:	 
	 	 
	MDH ACQUISITION CORP.	 
	 	 	 
	 	 	 
	By:	 	 
	 	Name: Franklin McLarty	 
	 	Title:   Executive Chairman	 


 


 


[Signature Page to Letter Agreement]