Page 12 of 15 – SEC Filing
CUSIP No. 74640Y 106
In accordance with the Subscription Agreement, all of the Founder Shares are subject to the terms of the
Insider Letter, and the Contingent Shares are additionally subject to the terms of a Sponsor Share Agreement, by and among the Issuer, the Sponsor and Innohold (the Sponsor Share Agreement). The Insider Letter prohibits any
transfer of the Founder Shares until the earliest of (i) one year after the completion of the Business Combination, (ii) if, subsequent to the Business Combination, the last sale price of the Class A 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 Business
Combination or (iii) if, subsequent to the Business Combination, the date following the completion of the Business Combination on which the Issuer completes a liquidation, merger, stock exchange or other similar transaction that results in all
of the Issuers stockholders having the right to exchange their shares of equity holdings in the Issuer for cash, securities or other property.
In
addition to the terms of the Insider Letter, the Contingent Shares are subject to the terms of the Sponsor Share Agreement. Pursuant to the Sponsor Share Agreement, the Contingent Shares cannot be sold, transferred, or otherwise disposed of, or
hypothecated or otherwise granted any interest in or to, unless and until one of the following triggering events (each, a Triggering Event) has occurred: (i) the closing price of the Class A Stock on the principal
exchange on which it is listed is at or above $12.50 for 20 trading days over a thirty trading day period (subject to certain adjustments), (ii) a change of control of the Issuer, (iii) a going private transaction by the Issuer
pursuant to Rule 13e-3 under the Exchange Act of 1934, as amended (the Exchange Act), or such other time as the Issuer ceases to be subject to the reporting obligations under Section 13
or 15(d) of the Exchange Act, or (iv) the time that the Class A Stock ceases to be listed on a national securities exchange. In the event that a Triggering Event has not occurred on or prior to the date which is eight (8) years
following the Closing, the Contingent Shares will be forfeited. The Contingent Shares will no longer be subject to forfeiture upon the occurrence of a Triggering Event.
On February 2, 2018, in connection with the Closing of the Business Combination, the Sponsor and CCP and the Separate Account completed the assignment of
the Founder Shares in accordance with the terms of the Founder Share Assignment Agreement.
The foregoing summary of the Subscription Agreement, the
Insider Letter, the Founder Share Assignment Agreement and the Sponsor Share 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 Insider Letter, the Founder
Share Assignment Agreement and a form of the Sponsor Share Agreement, respectively, which are filed as Exhibits 4, 6, 9 and 10 to this Schedule 13D and are incorporated by reference herein.
Registration Rights Agreement
On February 2,
2018, the Issuer entered into a Registration Rights Agreement (the Registration Rights Agreement) with CCP, the Separate Account and COC, providing for the registration under the Securities Act of 1933, as amended, of (i) the
shares issued in the Private Placement, (ii) the Warrants and the shares issuable upon the exercise of the Warrants and (iii) the Founder Shares, subject to customary terms and conditions.
The foregoing summary of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text
of the Registration Rights Agreement, which is filed as Exhibit 11 to this Schedule 13D and is incorporated by reference herein.
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