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CUSIP No. 74640Y 106
Warrant Assignment Agreement
In connection with the Private Placement and the Credit Agreement, on February 2, 2018, the Sponsor, the Issuer, Continental Stock Transfer and Trust
Company, CCP, the Separate Account and COC entered into an Agreement to Assign Sponsor Warrants (the Warrant Assignment Agreement), pursuant to which the Sponsor agreed to assign to CCP, the Separate Account and COC an aggregate
of 5,782,500 outstanding sponsor warrants (the Warrants), including 3,282,500 Warrants related to the Private Placement and 2,500,000 Warrants related to the Credit Agreement. Each Warrant entitles the holder thereof to
purchase one-half of one share of Class A Stock at a price of $5.75 per half share, subject to adjustment. A Warrant may be exercised only during the period (x) commencing on the date that is thirty
(30) days after the first date on which the Issuer completed the Business Combination and (y) terminating at 5:00 p.m., New York City time, on the date that is five (5) years after the date on which the Issuer completed the Business
Combination.
In accordance with Subscription Agreement and Warrant Assignment Agreement, the Warrants are subject to the terms of (i) Section 7
of a Letter Agreement, dated July 29, 2015, by and among the Issuer and certain security holders, officers and directors of the Issuer (the Insider Letter), (ii) a Sponsor Warrants Purchase Agreement, dated as of
June 11, 2015, by and between the Issuer and the Sponsor (the Warrant Purchase Agreement), and (iii) a Warrant Agreement, dated as of July 29, 2015, by and between the Issuer and Continental Transfer &
Trust Company, as warrant agent (the Warrant Agreement). The Insider Letter prohibits any transfer of the Warrants or Class A Stock issued or issuable upon the exercise thereof, until thirty (30) days after the Closing
of the Business Combination. The Warrant Agreement provides that the Warrants (i) may be exercised for cash or on a cashless basis, pursuant to the terms of the Warrant Agreement, (ii) may not be transferred, assigned or sold until
thirty (30) days after the completion by the Issuer of the Business Combination, and (iii) shall not be redeemable by the Issuer.
On
February 2, 2018, in connection with the Closing of the Business Combination, the Sponsor and CCP, the Separate Account and COC completed the assignment of the Warrants in accordance with the terms of the Warrant Assignment Agreement.
The foregoing summary of the Subscription Agreement, the Warrant Assignment Agreement, the Insider Letter, the Warrant Purchase Agreement and the Warrant
Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Subscription Agreement, the Warrant Assignment Agreement, the Insider Letter, the Warrant Purchase Agreement and the Warrant
Agreement, respectively, copies of which are filed as Exhibits 4, 5, 6, 7 and 8, respectively, to this Schedule 13D and are incorporated by reference herein.
Founder Share Assignment Agreement
In connection
with the Private Placement, on February 2, 2018, the Sponsor, the Issuer, Continental Stock Transfer and Trust Company, CCP and the Separate Account entered into an Agreement to Assign Founder Shares (the Founder Share Assignment
Agreement), pursuant to which the Sponsor agreed to assign to CCP and the Separate Account an aggregate of 1,293,750 outstanding shares of Class A Stock initially purchased by the Sponsor in a private placement prior to Issuers
initial public offering (the Founder Shares), 646,874 of which (the Contingent Shares) will be subject to certain vesting conditions described below.
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