Common use of Backstop Clause in Contracts

Backstop. a. Commencing on the date hereof and through 5:00 p.m. Eastern Time on the third (3rd) business day prior to the Special Meeting (as defined below) (the “Backstop Deadline”), the undersigned shall (provided it is lawful to do so) have the right to purchase shares of Class A Common Stock in privately negotiated transactions with third parties (any shares so purchased, “Backstop Shares”). On the calendar day immediately following the Backstop Deadline and promptly at such other times requested by the Company from time to time, the undersigned shall (i) notify the Company in writing of the number of Backstop Shares that it has purchased, and (ii) provide the Company, for all Backstop Shares acquired, all documentary evidence reasonably requested by the Company and its advisors (including legal counsel) and its transfer agent and proxy solicitor, in form and substance reasonably acceptable to the Company, to confirm that (A) the undersigned has purchased all such Backstop Shares, (B) the seller of such Backstop Shares has provided to the undersigned (x) such seller’s proxy with respect to all Backstop Shares purchased from such seller for the matters to be voted upon at the special meeting of the Company’s stockholders to be held by the Company pursuant to a proxy statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Special Meeting, as supplemented by definitive additional materials filed with the SEC prior to the Special Meeting (the “Proxy Statement”) to approve, among other matters, the Transaction (including any stockholder meeting held upon an adjournment prior to the completion thereof, the “Special Meeting”) and (y) an irrevocable written waiver of such seller’s right to exercise any redemption or conversion rights with respect to all Backstop Shares purchase from such seller pursuant to the Redemption (as defined below) and (C) that the undersigned has complied with its obligations under Section 3(b) below.

Backstop. a. Commencing During the period commencing on the date hereof and through 5:00 p.m. Eastern Time ending at the close of business on the third (3rd) business day Trading Day prior to the Special Meeting (as defined below) (the ( “Backstop Deadline”), each of the undersigned Subscribers shall (provided it is lawful to do so) have the right use reasonable best efforts to purchase the number of shares of Class A Common Stock of the Company set forth opposite its name on the signature page hereto (the “Backstop Purchase”) in the open market (the “Open Market Shares”) or in privately negotiated transactions with third parties parties, including forward contracts (any shares so purchasedthe “Private Purchase Shares”, and collectively with the Open Market Shares, the “Backstop Shares”). In addition, each Subscriber may satisfy its obligation to make the Backstop Purchase by purchasing Private Purchase Shares from shareholders that have delivered shares of Common Stock for redemption during the period from the Backstop Deadline to the commencement of the Special Meeting. Any purchase of Private Purchase Shares from redeeming holders shall require, as a condition of such purchase and in order for such Private Purchase Shares to be applied against the number of shares of common stock of the Company required to fulfill such Subscriber’s Backstop Purchase, that such third parties withdraw the public shares from redemption against the Company’s trust account (to the extent previously redeemed) and that they not thereafter redeem such public shares in connection with the Special Meeting. Any such transactions shall settle prior to the Merger Closing. On each of (a) the calendar day date immediately following the Backstop Deadline Deadline, (b) the close of the Trading Day prior to the date of the Special Meeting and (c) promptly at such other times requested by the Company from time to time, the undersigned each Subscriber shall (ix) notify the Company in writing of the number of Backstop Open Market Shares that it has purchased, and Private Purchase Shares so purchased and (iiy) provide the Company, for all Backstop Shares acquired, all documentary evidence reasonably requested by the Company and its advisors (including without limitation, its legal counsel) and its transfer agent and proxy solicitor, in form and substance reasonably acceptable to the Company, solicitor to confirm that (A) each Subscriber has purchased, or has contracted to purchase, such shares and, in the undersigned has purchased all such Backstop Shares, (B) the seller case of such Backstop Shares has provided to the undersigned (x) such seller’s proxy with respect to all Backstop Shares any shares purchased from redeeming holders, evidence that such seller for the matters to be voted upon at the special meeting of the Company’s stockholders to be held by the Company pursuant to a proxy statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Special Meeting, as supplemented by definitive additional materials filed with the SEC shares have been validly withdrawn from redemption prior to the Special Meeting (Meeting. For purposes hereof, “Trading Day” shall mean a day during which trading in the “Proxy Statement”) to approveCommon Stock generally occurs on the NASDAQ Capital Market or, among if the Common Stock is not listed on the NASDAQ Capital Market, on the principal other mattersnational or regional securities exchange on which the Common Stock is then listed or, if the Transaction (including any stockholder meeting held upon an adjournment prior to Common Stock is not listed on a national or regional securities exchange, on the completion thereof, principal other market on which the “Special Meeting”) and (y) an irrevocable written waiver of such seller’s right to exercise any redemption Common Stock is then listed or conversion rights with respect to all Backstop Shares purchase from such seller pursuant to the Redemption (as defined below) and (C) that the undersigned has complied with its obligations under Section 3(b) belowadmitted for trading.

Backstop. a. Commencing on the date hereof and through 5:00 p.m. Eastern Time on the third (3rd) business day prior to the Special Meeting (as defined below) December 14, 2018 (the “Backstop Deadline”), the undersigned Investor shall (provided it is lawful to do so) have purchase the right to purchase number of shares of Class A Common Stock of the Company set forth opposite its name on the signature page hereto in the open market (the “Open Market Shares”) or in privately negotiated transactions with third parties parties, including forward contracts (the “Private Purchase Shares”, and collectively with the Open Market Shares, including any Pubco Ordinary Shares issued in exchange for shares so purchasedof Common Stock in connection with the Business Combination, the “Backstop Shares”), provided that such transactions settle prior to the Closing. Notwithstanding anything to the contrary contained herein, any purchases of Backstop Shares by Investor hereunder shall be effected through the Broker, subject to broker’s commissions. On the calendar day Business Day immediately following the Backstop Deadline and promptly at such other times requested by the Company from time to time, the undersigned shall Investor will (ix) notify the Company in writing of the number of Open Market Shares and Private Purchase Shares so purchased and the aggregate purchase price paid by Investor for such Backstop Shares that it has purchased, (the “Aggregate Purchase Price”) and (iiy) provide the Company, for all Backstop Shares acquired, all documentary evidence reasonably requested by the Company and or its advisors (including legal counsel) and its or the Company’s transfer agent and proxy solicitor, in form and substance reasonably acceptable to the Company, solicitor to confirm that (A) the undersigned Investor has purchased all such Backstop Shares, (B) shares and holds such shares through the seller of Closing and has not submitted any such Backstop Shares has provided to the undersigned (x) such seller’s proxy with respect to all Backstop Shares purchased from such seller shares for the matters to be voted upon at the special meeting of the Company’s stockholders to be held by the Company pursuant to a proxy statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) redemption in connection with the Special MeetingRedemption. Investor acknowledges that, in connection with the Business Combination, Pubco will issue ordinary shares, par value $0.0001 per share, of Pubco (“Pubco Ordinary Shares”) in exchange for the outstanding Common Stock of the Company, as supplemented by definitive additional materials filed with described in the SEC prior Proxy Statement. Notwithstanding anything to the Special Meeting (contrary contained herein, Investor shall not be required to purchase any Backstop Shares at a price per share greater than the “Proxy Statement”) to approveRedemption Price, among other matters, the Transaction (including any stockholder meeting held upon an adjournment prior and to the completion thereof, the “Special Meeting”) and (y) an irrevocable written waiver extent that as a result of such seller’s right limitation Investor cannot acquire all of the Backstop Shares required by this Agreement, Investor shall not be in breach of this Agreement for any resulting shortfall (but, for the avoidance of doubt, shall not be entitled to exercise any redemption or conversion rights Additional Shares with respect to all Backstop Shares purchase from such seller pursuant to the Redemption (as defined below) and (C) that the undersigned has complied with its obligations under Section 3(b) belowshortfall).

Backstop. a. Commencing on the date hereof and through 5:00 p.m. Eastern Time on the third (3rd) business day prior to the Special Meeting (as defined below) December 14, 2018 (the “Backstop Deadline”), the undersigned Investor shall (provided it is lawful to do so) have purchase the right to purchase number of shares of Class A Common Stock of the Company set forth opposite its name on the signature page hereto in the open market (the “Open Market Shares”) or in privately negotiated transactions with third parties parties, including forward contracts (the “Private Purchase Shares”, and collectively with the Open Market Shares, including any Pubco Ordinary Shares issued in exchange for shares so purchasedof Common Stock in connection with the Business Combination, the “Backstop Shares”), provided that such transactions settle prior to the Closing. Notwithstanding anything to the contrary contained herein, any purchases of Backstop Shares by Investor hereunder shall be effected through the Broker, subject to broker’s commissions. On the calendar day Business Day immediately following the Backstop Deadline and promptly at such other times requested by the Company from time to time, the undersigned shall Investor will (ix) notify the Company in writing of the number of Open Market Shares and Private Purchase Shares so purchased and the aggregate purchase price paid by Investor for such Backstop Shares that it has purchased, (the “Aggregate Purchase Price”) and (iiy) provide the Company, for all Backstop Shares acquired, all documentary evidence reasonably requested by the Company and or its advisors (including legal counsel) and its or the Company’s transfer agent and proxy solicitor, in form and substance reasonably acceptable to the Company, solicitor to confirm that (A) the undersigned Investor has purchased all such Backstop Shares, (B) shares and holds such shares through the seller of Closing and has not submitted any such Backstop Shares has provided to the undersigned (x) such seller’s proxy with respect to all Backstop Shares purchased from such seller shares for the matters to be voted upon at the special meeting of the Company’s stockholders to be held by the Company pursuant to a proxy statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) redemption in connection with the Special MeetingRedemption. Investor acknowledges that, in connection with the Business Combination, Pubco will issue ordinary shares, par value $0.0001 per share, of Pubco (“Pubco Ordinary Shares”) in exchange for the outstanding Common Stock of the Company, as supplemented by definitive additional materials filed with described in the SEC prior to the Special Meeting (the “Proxy Statement”) to approve, among other matters, the Transaction (including any stockholder meeting held upon an adjournment prior to the completion thereof, the “Special Meeting”) and (y) an irrevocable written waiver of such seller’s right to exercise any redemption or conversion rights with respect to all Backstop Shares purchase from such seller pursuant to the Redemption (as defined below) and (C) that the undersigned has complied with its obligations under Section 3(b) below.

Backstop. a. Commencing on the date hereof and through 5:00 p.m. Eastern Time on the third fifth (3rd5th) business day prior to the Special Meeting (as defined below) (the “Backstop Deadline”), the undersigned Subscriber shall (provided it is lawful to do so) have the right to purchase shares of Class A Common Stock Shares in one or more open market purchases or in privately negotiated transactions with third parties (any shares so purchased, “Backstop Shares”). On the calendar day immediately following the Backstop Deadline and promptly at such other times requested by the Company from time to time, the undersigned Subscriber shall (i) notify the Company in writing of the number of Backstop Shares that it has purchased, and (ii) provide the Company, for all Backstop Shares acquired, all documentary evidence reasonably requested by the Company and its advisors (including legal counsel) and its transfer agent and proxy solicitor, in form and substance reasonably acceptable to the Company, to confirm that (A) the undersigned Subscriber has purchased all such Backstop Shares, (B) the seller of such Backstop Shares has provided to the undersigned Subscriber (x) such seller’s proxy with respect to all Backstop Shares purchased from such seller for the matters to be voted upon at the special meeting of the Company’s stockholders shareholders to be held by the Company pursuant to a proxy statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Special Meeting, as may be supplemented by definitive additional materials filed with the SEC prior to the Special Meeting (the “Proxy Statement”) to approve, among other matters, the Transaction (including any stockholder shareholders meeting held upon an adjournment prior to the completion thereof, the “Special Meeting”) and (y) an irrevocable written waiver of such seller’s right to exercise any redemption or conversion rights with respect to all Backstop Shares purchase purchased from such seller pursuant to the Redemption (as defined below) and (C) that the undersigned Subscriber has complied with its obligations under Section 3(b) below.

Backstop. a. Commencing on the date hereof and through 5:00 p.m. Eastern Time on the third (3rd) business day prior to the Special Meeting (as defined below) last date on which it may purchase Ordinary Shares (the “Backstop Market Deadline”), ) such that the undersigned shall (provided it is lawful to do so) have the right to purchase shares of Class A Common Stock in privately negotiated transactions with third parties (any shares so purchased, “Backstop Shares”). On the calendar day immediately following the Backstop Deadline and promptly at such other times requested by the Company from time to time, the undersigned shall (i) notify the Company in writing of the number of Backstop Shares that it has purchased, and (ii) provide the Company, for all Backstop Shares acquired, all documentary evidence reasonably requested by the Company and its advisors (including legal counsel) and its transfer agent and proxy solicitor, in form and substance reasonably acceptable to the Company, to confirm that (A) the undersigned has purchased all such Backstop Shares, (B) the seller settlement of such Backstop Shares has provided to purchase shall occur on or before the undersigned (x) such seller’s proxy with respect to all Backstop Shares purchased from such seller record date for the matters to be voted upon at the special meeting of shareholders (the Company’s stockholders “Merger Meeting”) to be held by the Company to approve, among other things, the Merger Agreement and the Reviva Transaction, pursuant to a proxy statement to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Special Meeting, Merger Meeting (as supplemented by definitive additional materials filed with SEC, the SEC “Reviva Proxy Statement”), Investor shall (provided it is lawful to do so) use its best efforts to as promptly as practicable after the date hereof purchase the Subject Shares in the open market (“Open Market Shares”) or in privately negotiated transactions with third parties (“Private Purchase Shares” and, together with Open Market Shares, “Backstop Shares”). Between the Market Deadline and through 5:00 p.m. Eastern Time on the last date on which it may purchase Private Purchase Shares such that the settlement of such purchase shall occur on or before the close of business on the second (2nd) Business Day prior to the Special Merger Meeting (the “Proxy StatementPrivate Deadline”) ), to approve, among other matters, the Transaction (including any stockholder meeting held upon an adjournment extent that Investor has not purchased all of the Subject Shares prior to the completion thereofMarket Deadline, Investor shall (provided it is lawful to do so) use its best efforts to purchase as promptly as practicable after such date Private Purchase Shares in an aggregate amount equal to the “Special Meeting”shortfall of Subject Shares that it failed to purchase prior to the Market Deadline, provided that Investor obtains from such third parties irrevocable proxies with respect to the Merger Meeting (and if applicable, any Company shareholder meeting for an Extension) and written waivers of their Closing Redemption rights (and any Extension Redemption rights, if applicable) with respect to such Private Purchase Shares. On the day immediately following each of the Market Deadline and the Private Deadline, and promptly at other times requested by the Company or Reviva from time to time, Investor shall (x) notify the Company and Reviva in writing of the number of aggregate Backstop Shares purchased from the date of this Agreement through such applicable date, and (y) an irrevocable written waiver provide the Company and Reviva, for all Backstop Shares acquired, all documentary evidence reasonably requested by or on behalf of the Company or Reviva to confirm that Investor has purchased such seller’s right to exercise Backstop Shares and holds such Backstop Shares through the Merger Meeting and has not submitted any such Backstop Shares for the Closing Redemption or any Extension Redemption and has revoked any prior redemption or conversion rights elections with respect to all such Backstop Shares purchase from such seller pursuant to the Redemption (as defined below) and (C) that the undersigned has complied with its obligations under Section 3(b) belowShares.