Page 14 of 18 – SEC Filing
| Cusip No. 23291E208 | 14 of 15 Pages |
Warrant Purchase Agreement
On February 15, 2018, the Company and the Sponsor entered into
a Warrant Purchase Agreement (the “Warrant Purchase Agreement”). Pursuant to the terms of the Warrant Purchase
Agreement, the Sponsor agreed to purchase from the Company 4,333,333 Private Placement Warrants for $6,500,000 (which were purchased
upon consummation of the IPO), and up to 500,000 warrants if the underwriters’ option to purchase additional Units is exercised
in full, as described below.
The Private Placement Warrants, which are governed by the terms
of the Warrant Agreement. are identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its
permitted transferees, the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis (whereas the Public
Warrants may only be exercised for cash), (ii) may not be transferred, assigned or sold until 30 days after the completion
by the Company of an initial Business Combination and (iii) will not be redeemable by the Company. Further, pursuant to the
terms of the Registration Rights Agreement, the Company granted certain registration rights to the Sponsor relating to the Private
Placement Warrants and the shares underlying the Private Placement Warrants.
In the event that the over-allotment option set forth in that
certain Underwriting Agreement, dated as of February 15, 2018 (the “Underwriting Agreement”), by and among the
Company, Goldman Sachs & Co. LLC and Deutsche Bank Securities Inc. is exercised in full or in part, the Sponsor has agreed
to purchase up to an additional 500,000 Private Placement Warrants (the “Additional Private Placement Warrants”),
in the same proportion as the underwriters’ option to purchase additional units that is exercised. Simultaneously with such
purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased
thereunder, and at least 1 business day prior to the closing of all or any portion of the over-allotment option, the Sponsor
agreed to pay $1.50 per Additional Private Placement Warrant, up to an aggregate amount of $750,000.
Limited Liability Company Agreement of Deerfield/RAB Ventures,
LLC
On February 15, 2018, RAB and Deerfield Private Design Fund
IV (each individually, a “Member” and, collectively, the “Members”) entered into the Limited
Liability Company Agreement (the “LLC Agreement”) of Deerfield/RAB Ventures, LLC. In consideration for an initial
capital contribution of $12,500 by each of the Members for a 50% interest in the Sponsor, each of the Members received 12,500 Units.
Prior to the filing of the registration statement for the Company in connection with the IPO, each Member contributed an additional
$3,250,000 to the Company and received the like number of Units, in order to fund the obligations to acquire the Private Placement
Warrants pursuant to the terms of the Warrant Purchase Agreement. In the event that the Company is (i) required to purchase additional
Private Placement Warrants pursuant to the Warrant Purchase Agreement, or (ii) is afforded the opportunity to acquire (and did
acquire) additional securities of the Company in connection with the upsizing of the Company’s public offering beyond the
amount contemplated by the over-allotment option contemplated in the Underwriting Agreement (such additional securities together
with additional Private Placement Warrants, the “Additional Securities”) then, no less than 3 days prior to
the closing of any such purchase, Deerfield Private Design Fund IV shall contribute to the Company an amount equal to the purchase
price of such Additional Securities, and shall receive a like number of Units.
