Page 13 of 18 – SEC Filing
| Cusip No. 23291E208 | 13 of 15 Pages |
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Letter Agreement
On February 15, 2018, the Company and Deerfield Private Design
Fund IV entered into the Letter Agreement. Pursuant to the terms of the Letter Agreement, the Company shall not consummate its
initial Business Combination without the consent of Deerfield Private Design Fund IV. If the Company seeks stockholder approval
of a proposed Business Combination for which Deerfield Private Design Fund IV has granted consent, then in connection with such
proposed Business Combination, Deerfield Private Design Fund IV has agreed (i) to vote any shares of Common Stock of the Company
owned by it in favor of such proposed Business Combination and (ii) not to redeem any shares of Common Stock owned by it in connection
with such stockholder approval.
Registration Rights Agreement
On February 15, 2018, the Company, the Sponsor and the other
parties thereto entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant
to the terms of the Registration Rights Agreement, the Company granted certain registration rights to the Sponsor in respect of
the Private Placement Warrants and the Founder Shares, the shares of Common Stock underlying the Private Placement Warrants and
certain warrants that may be issued upon conversion of working capital loans (including the shares of Common Stock underlying such
warrants). In addition, the holders of the Founder Shares and Private Placement Warrants will be entitled to make up to three demands,
excluding short form registration demands, that the Company register such securities for sale under the Securities Act. Further,
these holders will have “piggy-back” registration rights to include such securities in other registration statements
filed by the Company and rights to require the Company to register for resale such securities pursuant to Rule 415 under the
Securities Act.
Warrant Agreement
The Public Warrants are governed by the terms of the Warrant
Agreement (the “Warrant Agreement”), dated February 15, 2018, between the Company and Continental Stock Transfer
& Trust Company (the “Warrant Agent”). Each whole Warrant entitles the registered holder to purchase one
share of the Common Stock at a price of $11.50 per share, subject to adjustment described therein, at any time commencing on the
later of: (i) the date that is 30 days after the first date on which the Company completes a Business Combination, or (ii) the
date that is 12 months from the date of the closing of the IPO, and terminating at 5:00 p.m., New York City time on the earlier
to occur of: (x) the date that is 5 years after the date on which the Company completes its initial Business Combination,
(y) the liquidation of the Company in accordance with the Company’s amended and restated certificate of incorporation,
as amended from time to time, if the Company fails to complete a Business Combination, or (z) other than with respect to the
Private Placement Warrants then held by the Sponsor or its permitted transferees, the date the Company elects to redeem all the
Warrants.
