Common use of Warrant Amendment Clause in Contracts

Warrant Amendment. Purchaser shall use its commercially reasonable best efforts to obtain the vote or consent of the holders of at least 65% of the outstanding Purchaser Warrants that were initially issued to investors in the IPO (the “Purchaser Public Warrants”) to (a) amend that certain Warrant Agreement between Purchaser and Continental Stock Transfer & Trust Company, dated as of November 16, 2017 (as amended from time to time, the “Warrant Agreement”), to provide, among other things, that each outstanding Purchaser Public Warrant shall no longer be exercisable to purchase one-half share of a Purchaser Common Share for $5.75 per half-share (subject to adjustment as provided in the Warrant Agreement) and instead shall be converted solely into the right to receive (i) if, at the Closing, the aggregate gross Cash in the Trust Fund and the proceeds received by Purchaser under the Subscription Agreements equals at least $225,000,000, $1.00 in cash or (ii) if, at the Closing, the aggregate gross Cash in the Trust Fund and the proceeds received by Purchaser under the Subscription Agreements is less than $225,000,000, $0.50 in cash (one-half of which shall be paid on or before the Closing) and 0.55 of a Purchaser Common Share (the “Public Warrant Amendment”), and (b) to amend the Warrant Agreement to provide, among other things, that each outstanding Purchaser Warrant issued pursuant to that certain Warrants Purchase Agreement between Purchaser and Sponsor (the “Purchaser Private Placement Warrants”) shall no longer be exercisable to purchase one-half share of a Purchaser Common Share for $5.75 per half-share (subject to adjustment as provided in the Warrant Agreement) and instead shall be converted solely into the right to receive (i) if, at the Closing, the aggregate gross Cash in the Trust Fund and the proceeds received by Purchaser under the Subscription Agreements equals at least $225,000,000, $1.00 in cash or (ii) if, at the Closing, the aggregate gross Cash in the Trust Fund and the proceeds received by Purchaser under the Subscription Agreements is less than $225,000,000, $0.50 in cash (one-half of which shall be paid on or before the Closing) and 0.55 of a Purchaser Common Share (the “Private Warrant Amendment” and together with the Public Warrant Amendment, the “Warrant Amendments”). Purchaser shall enter into the Support Agreement which shall provide that notwithstanding the Warrant Amendments, 14,587,770 Purchaser Private Placement Warrants held by the Sponsor (the “Sponsor Private Placement Warrants”) shall waive any and all rights to receive cash consideration in exchange for such Sponsor Private Placement Warrants under the Private Warrant Amendment and shall instead solely receive 0.11 Purchaser Common Shares per Sponsor Private Placement Warrant. Purchaser shall offer the beneficial holders of the remainder of the outstanding Purchaser Private Placement Warrants (2,912,230) the option to exchange such Purchaser Private Placement Warrants for 0.11 Purchaser Common Shares per Purchaser Private Placement Warrant in lieu of the consideration set forth in the Private Warrant Amendment. In connection with the Warrant Amendments, the Purchaser shall, as promptly as practicable after the date of the First Amendment to this Agreement, use its commercially reasonable efforts to prepare and cause to be filed with the SEC a proxy statement in preliminary form seeking the approval of the holders of the Purchaser Public Warrants of the Warrant Amendments contemplated hereby, in accordance with and as required by the Purchaser’s organizational documents, the Warrant Agreement, applicable Law and any applicable rules and regulations of the SEC and the New York Stock Exchange and have such proxy statement declared effective by the SEC and mail such proxy statement to all holders of the Purchaser Public Warrants as soon as possible thereafter in order to hold a special meeting of the holders of the Purchaser Public Warrants to approve the Warrant Amendments as soon as possible thereafter. Subject to the express provisions of this Section 6.24, the covenants in Sections 6.5(b) and 6.5(c) of this Agreement shall apply mutatis mutandis to this Section 6.24.” (g) Addition of new Section 6.26 to the Agreement. Article VI of the Agreement is hereby amended by inserting the following new Section 6.26 after Section 6.25:

Warrant Amendment. Purchaser (a) Buyer shall use its commercially reasonable best efforts to obtain the vote or consent of the holders of at least 65% of the outstanding Purchaser Buyer Public Warrants that were initially issued to investors in the IPO to: (the “Purchaser Public Warrants”) to (ai) amend that certain Warrant Agreement between Purchaser Buyer and Continental Stock Transfer & Trust Company, dated as of November 16, 2017 (as amended from time to time, the “Warrant Agreement”), to provide, among other things, that each outstanding Purchaser Buyer Public Warrant shall no longer be exercisable to purchase one-half of a share of a Purchaser Buyer Common Share Stock for $5.75 per half-share (subject to adjustment as provided in the Warrant Agreement) and instead shall be converted solely into the right to receive (i) receive: if, at the Closing, the aggregate gross Cash cash in the Trust Fund and Account, plus the aggregate gross proceeds received by Purchaser under the Subscription Agreements equals Buyer pursuant to any private offering conducted in accordance with Section 8.4, (A) is at least $225,000,00060,000,000, $1.00 0.35 in cash or and 0.065 of a share of Buyer Common Stock, (iiB) if, at the Closing, the aggregate gross Cash in the Trust Fund and the proceeds received by Purchaser under the Subscription Agreements is less than $225,000,00060,000,000, but at least equal to $44,000,000, $0.50 0.25 in cash (one-half of which shall be paid on or before the Closing) and 0.55 0.075 of a Purchaser share of Buyer Common Share Stock, or (C) is less than $44,000,000, $0.18 in cash and 0.082 of a share of Buyer Common Stock (the “Public Warrant Amendment”), and (bii) to amend the Warrant Agreement to provide, among other things, that each of the 2,912,230 outstanding Purchaser Warrant warrants issued pursuant to that certain Sponsor Warrants Purchase Agreement dated as of October 24, 2017 between Purchaser Buyer and Buyer Sponsor (the “Purchaser Buyer Private Placement Warrants”) and not owned by Buyer Sponsor shall no longer be exercisable to purchase one-half of a share of a Purchaser Buyer Common Share Stock for $5.75 per half-share (subject to adjustment as provided in the Warrant Agreement) and instead shall be converted solely into the right to receive (i) receive: if, at the Closing, the aggregate gross Cash cash in the Trust Fund and Account, plus the aggregate gross proceeds received by Purchaser under the Subscription Agreements equals Buyer pursuant to any private offering conducted in accordance with Section 8.4, (A) is at least $225,000,00060,000,000, $1.00 0.35 in cash or and 0.065 of a share of Buyer Common Stock, (iiB) if, at the Closing, the aggregate gross Cash in the Trust Fund and the proceeds received by Purchaser under the Subscription Agreements is less than $225,000,00060,000,000, but at least equal to $44,000,000, $0.50 0.25 in cash (one-half of which shall be paid on or before the Closing) and 0.55 0.075 of a Purchaser share of Buyer Common Share Stock, or (C) is less than $44,000,000, $0.18 in cash and 0.082 of a share of Buyer Common Stock (the “Private Warrant Amendment” and together with the Public Warrant Amendment, the “Warrant Amendments”). Purchaser shall enter . (b) As of the date of this Agreement, Buyer has entered into the Support Agreement which shall provide that notwithstanding the Warrant Amendments, 14,587,770 Purchaser Private Placement Warrants held by the Sponsor (the “Sponsor Private Placement Warrants”) shall waive any and all rights to receive cash consideration in exchange for such Sponsor Private Placement Warrants under the Private Warrant Amendment and shall instead solely receive 0.11 Purchaser Common Shares per Sponsor Private Placement Warrant. Purchaser shall offer the beneficial agreements with holders of the remainder at least 65% of the outstanding Purchaser Private Placement Buyer Public Warrants (2,912,230) the option to exchange such Purchaser Private Placement Warrants for 0.11 Purchaser Common Shares per Purchaser Private Placement Warrant vote in lieu favor of the consideration set forth Warrant Amendments (each such agreement, a “Warrant Holder Support Agreement”). Each Warrant Holder Support Agreement (i) has been made available to the Company, and (ii) with respect to Buyer and, to the Buyer’s Knowledge, with respect to each holder of Buyer Public Warrants party thereto, is valid and enforceable in the Private Warrant Amendment. accordance with its terms. (c) In connection with the Warrant Amendments, the Purchaser shall, as promptly as practicable after following the date execution of this Agreement (but in any event not later than the First Amendment to this AgreementTO Commencement Date), use its commercially reasonable efforts to Buyer shall prepare and cause to be filed file with the SEC a proxy statement written consent solicitation in preliminary form seeking the approval of the holders of the Purchaser Buyer Public Warrants of the Warrant Amendments contemplated herebyhereby (the “Warrantholder Consent Solicitation Statement”), in accordance with and as required by the PurchaserBuyer’s organizational documentsOrganizational Documents, the Warrant Agreement, applicable Applicable Law and any applicable rules and regulations of the SEC and the New York Stock Exchange and have (or such proxy statement declared effective by other nationally recognized stock exchange on which shares of Buyer Common Stock are then listed) and, as soon as practicable following the resolution of any comments from the SEC relating to the Warrantholder Consent Solicitation Statement or a reasonable determination by Buyer that there are none, shall file with the SEC the Warrantholder Consent Solicitation Statement in definitive form and mail such proxy statement Warrantholder Consent Solicitation Statement to all holders of the Purchaser Buyer Public Warrants as soon as possible thereafter thereafter. Each of the Company and the Stockholders shall promptly furnish to the Buyer all information concerning such Person as may be reasonably requested in order connection with the preparation, filing and distribution of the Warrantholder Consent Solicitation Statement. The Warrantholder Consent Solicitation Statement shall comply as to hold a special meeting form in all material respects with the applicable requirements of the Exchange Act, the DGCL and the rules of the NYSE (or such other nationally recognized stock exchange on which shares of Buyer Common Stock are then listed). If, at any time prior to the date that is twenty (20) days after the Warrantholder Consent Solicitation Statement is first mailed to the holders of the Purchaser Buyer Public Warrants Warrants, any information relating to approve the Buyer, the Company, the Stockholders or any of their respective affiliates, officers or directors should be discovered by the Buyer, the Company, or the Stockholders which is required to be set forth in an amendment or supplement to the Warrantholder Consent Solicitation Statement, so that the Warrantholder Consent Solicitation Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the Party that discovers such information shall promptly notify the other Parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by Applicable Law, disseminated to the holders of the Buyer Public Warrants. Prior to filing with the SEC, Buyer will make available to the Company drafts of the Warrantholder Consent Solicitation Statement and any other related documents to be filed with the SEC, both preliminary and definitive, and any amendment or supplement to the Warrantholder Consent Solicitation Statement or such other related document and will provide the Company with a reasonable opportunity to comment on such drafts and shall consider such comments in good faith. (d) Buyer shall use commercially reasonable efforts to satisfy the requirements of the Exchange Act and other Applicable Laws in connection with the Warrantholder Consent Solicitation Statement and the Warrant Amendments as soon as possible thereafter. Subject to the express provisions of this Section 6.24, the covenants in Sections 6.5(b) and 6.5(c) of this Agreement shall apply mutatis mutandis to this Section 6.24Amendments.” (g) Addition of new Section 6.26 to the Agreement. Article VI of the Agreement is hereby amended by inserting the following new Section 6.26 after Section 6.25:

Warrant Amendment. Purchaser shall use its commercially reasonable best efforts to obtain the vote or consent of the holders of at least 65% of the outstanding Purchaser Warrants that were initially issued to investors in the IPO (the “Purchaser Public Warrants”) to (a) amend that certain Warrant Agreement between Purchaser and Continental Stock Transfer & Trust Company, dated as of November 16, 2017 (as amended from time to time, the “Warrant Agreement”), to provide, among other things, that each outstanding Purchaser Public Warrant shall no longer be exercisable to purchase one-half share of a Purchaser Common Share for $5.75 per half-share (subject to adjustment as provided in the Warrant Agreement) and instead shall be converted solely into the right to receive (i) if, at the Closing, the aggregate gross Cash in the Trust Fund and the proceeds received by Purchaser under the Subscription Agreements equals at least $225,000,000, $1.00 in cash or (ii) if, at the Closing, the aggregate gross Cash in the Trust Fund and the proceeds received by Purchaser under the Subscription Agreements is less than $225,000,000, $0.50 in cash (one-half of which shall be paid on or before the Closing) and 0.55 0.055 of a Purchaser Common Share (the “Public Warrant Amendment”), and (b) to amend the Warrant Agreement to provide, among other things, that each outstanding Purchaser Warrant issued pursuant to that certain Warrants Purchase Agreement between Purchaser and Sponsor (the “Purchaser Private Placement Warrants”) shall no longer be exercisable to purchase one-half share of a Purchaser Common Share for $5.75 per half-share (subject to adjustment as provided in the Warrant Agreement) and instead shall be converted solely into the right to receive (i) if, at the Closing, the aggregate gross Cash in the Trust Fund and the proceeds received by Purchaser under the Subscription Agreements equals at least $225,000,000, $1.00 in cash or (ii) if, at the Closing, the aggregate gross Cash in the Trust Fund and the proceeds received by Purchaser under the Subscription Agreements is less than $225,000,000, $0.50 in cash (one-half of which shall be paid on or before the Closing) and 0.55 0.055 of a Purchaser Common Share (the “Private Warrant Amendment” and together with the Public Warrant Amendment, the “Warrant Amendments”). Purchaser shall enter into the Support Agreement which shall provide that notwithstanding the Warrant Amendments, 14,587,770 Purchaser Private Placement Warrants held by the Sponsor (the “Sponsor Private Placement Warrants”) shall waive any and all rights to receive cash consideration in exchange for such Sponsor Private Placement Warrants under the Private Warrant Amendment and shall instead solely receive 0.11 Purchaser Common Shares per Sponsor Private Placement Warrant. Purchaser shall offer the beneficial holders of the remainder of the outstanding Purchaser Private Placement Warrants (2,912,230) the option to exchange such Purchaser Private Placement Warrants for 0.11 Purchaser Common Shares per Purchaser Private Placement Warrant in lieu of the consideration set forth in the Private Warrant Amendment. In connection with the Warrant Amendments, the Purchaser shall, as promptly as practicable after the date of the First Amendment to this Agreement, use its commercially reasonable efforts to prepare and cause to be filed with the SEC a proxy statement in preliminary form seeking the approval of the holders of the Purchaser Public Warrants of the Warrant Amendments contemplated hereby, in accordance with and as required by the Purchaser’s organizational documents, the Warrant Agreement, applicable Law and any applicable rules and regulations of the SEC and the New York Stock Exchange and have such proxy statement declared effective by the SEC and mail such proxy statement to all holders of the Purchaser Public Warrants as soon as possible thereafter in order to hold a special meeting of the holders of the Purchaser Public Warrants to approve the Warrant Amendments as soon as possible thereafter. Subject to the express provisions of this Section 6.24, the covenants in Sections 6.5(b) and 6.5(c) of this Agreement shall apply mutatis mutandis to this Section 6.24.” (g) Addition of new Section 6.26 to the Agreement. Article VI of the Agreement is hereby amended by inserting the following new Section 6.26 after Section 6.25: