Common use of Backstop Clause in Contracts

Backstop. (a) Commencing on the date hereof and through 5:00 p.m. Eastern Time on the last date on which it may purchase Ordinary Shares such that the settlement of such purchase shall occur on or before the Record Date (the “Market Deadline”), Subscriber shall (provided it is lawful to do so) have the right to purchase up to Twenty-Four Million U.S. Dollars ($24,000,000) of Ordinary Shares in the open market or in other privately negotiated transactions with third parties. On the date immediately following the Market Deadline and promptly at other times requested by the Company from time to time, Subscriber shall notify the Company in writing of the number of Ordinary Shares so purchased (the “Open Market Shares”) and the aggregate purchase price paid therefor by the Subscriber. (b) Between the Market Deadline and the close of business on the third Trading Day prior to the Shareholder Meeting (the “Private Purchase Deadline”), if the Company reasonably believes in good faith that it will have less than Twenty-Four Million U.S. Dollars ($24,000,000) in Closing Proceeds (as defined below) after giving effect to any Open Market Shares previously purchased by the Subscriber pursuant to Section 2(a) hereof, it will promptly notify the Subscriber of the anticipated shortfall of Closing Proceeds below $24,000,000 (the “Expected Shortfall”), and Subscriber shall (provided it is lawful to do so) use its commercially reasonable efforts to purchase an amount of Ordinary Shares up to the Expected Shortfall in privately negotiated transactions with third parties, including forward contracts (such shares, the “Private Purchase Shares” and, together with the Open Market Shares, the “Market Shares”), provided that: (i) such transactions settle no later than, and are conditioned upon, the Merger Closing and (ii) Subscriber shall not be required to purchase any Ordinary Shares at a price above $10.40 per share. Notwithstanding the foregoing, Subscriber shall be permitted (provided it is lawful to do so) prior to the Private Purchase Deadline to buy additional Ordinary Shares in such private transactions in excess of the Expected Shortfall, up to a total of $24,000,000 in total Market Shares. On the date immediately following the Private Purchase Deadline, and at such other times as may be requested by the Company from time to time, Subscriber shall (x) notify the Company in writing of the number of Private Purchase Shares so purchased and the aggregate purchase price paid therefor by Subscriber and (y) provide the Company, for all Private Purchase Shares acquired, all documentary evidence reasonably requested by the Company and its advisors (including its legal counsel) and its transfer agent and proxy solicitor to confirm that: (i) the Subscriber purchased, or has contracted to purchase, such shares, and (ii) the seller of such shares has provided to the Subscriber a representation that (A) the seller voted such shares in favor of the Merger and the other Shareholder Approval Matters and (B) the seller of such shares did not exercise its redemption or conversion rights for such shares in connection with the Shareholder Meeting or the Merger Closing. Notwithstanding the foregoing, and for the avoidance of doubt, if the Merger Agreement is terminated in accordance with its terms prior to the Merger Closing, then the Subscriber’s obligations to purchase Ordinary Shares under this Section 2(b) will immediately terminate and be extinguished. For purposes of this Agreement, (i) “Closing Proceeds” means the sum of (A) the funds left in the Trust Account as of the Merger Closing, after giving effect to any redemptions or conversions by Public Stockholders, but before giving effect to the payment of any Transaction Expenses, plus (B) the amount of funds from any private placements of the Company’s capital stock (or binding commitments therefor, other than the Subscriber’s obligations in the Backstop Offering) occurring or to occur at or prior to the Merger Closing, and (ii) “Trading Day” shall mean a day during which trading in the Ordinary Shares generally occurs on the Nasdaq or, if the Ordinary Shares are not listed on the Nasdaq, on the principal other national or regional securities exchange on which the Ordinary Shares are then listed or, if the Ordinary Shares are not listed on a national or regional securities exchange, on the principal other market on which the Ordinary Shares are then listed or admitted for trading.

Backstop. (a) Commencing During the period commencing on the date hereof and through 5:00 p.m. Eastern Time ending at the close of business on the last date on which it may purchase Ordinary Shares such that third Trading Day prior to the settlement of such purchase shall occur on or before the Record Date (the Special Meeting ( “Market Backstop Deadline”), Subscriber each of the Subscribers shall (provided it is lawful to do so) have the right use reasonable best efforts to purchase up to Twenty-Four Million U.S. Dollars the number of shares of Common Stock of the Company set forth opposite its name on the signature page hereto ($24,000,000the “Backstop Purchase”) of Ordinary Shares in the open market (the “Open Market Shares”) or in other privately negotiated transactions with third parties, including forward contracts (the “Private Purchase Shares”, and collectively with the Open Market Shares, the “Backstop Shares”). In addition, each Subscriber may satisfy its obligation to make the Backstop Purchase by purchasing Private Purchase Shares from shareholders that have delivered shares of Common Stock for redemption during the period from the Backstop Deadline to the commencement of the Special Meeting. Any purchase of Private Purchase Shares from redeeming holders shall require, as a condition of such purchase and in order for such Private Purchase Shares to be applied against the number of shares of common stock of the Company required to fulfill such Subscriber’s Backstop Purchase, that such third parties withdraw the public shares from redemption against the Company’s trust account (to the extent previously redeemed) and that they not thereafter redeem such public shares in connection with the Special Meeting. Any such transactions shall settle prior to the Merger Closing. On each of (a) the date immediately following the Market Deadline Backstop Deadline, (b) the close of the Trading Day prior to the date of the Special Meeting and (c) promptly at other times requested by the Company from time to time, Subscriber shall notify the Company in writing of the number of Ordinary Shares so purchased (the “Open Market Shares”) and the aggregate purchase price paid therefor by the Subscriber. (b) Between the Market Deadline and the close of business on the third Trading Day prior to the Shareholder Meeting (the “Private Purchase Deadline”), if the Company reasonably believes in good faith that it will have less than Twenty-Four Million U.S. Dollars ($24,000,000) in Closing Proceeds (as defined below) after giving effect to any Open Market Shares previously purchased by the Subscriber pursuant to Section 2(a) hereof, it will promptly notify the Subscriber of the anticipated shortfall of Closing Proceeds below $24,000,000 (the “Expected Shortfall”), and Subscriber shall (provided it is lawful to do so) use its commercially reasonable efforts to purchase an amount of Ordinary Shares up to the Expected Shortfall in privately negotiated transactions with third parties, including forward contracts (such shares, the “Private Purchase Shares” and, together with the Open Market Shares, the “Market Shares”), provided that: (i) such transactions settle no later than, and are conditioned upon, the Merger Closing and (ii) Subscriber shall not be required to purchase any Ordinary Shares at a price above $10.40 per share. Notwithstanding the foregoing, Subscriber shall be permitted (provided it is lawful to do so) prior to the Private Purchase Deadline to buy additional Ordinary Shares in such private transactions in excess of the Expected Shortfall, up to a total of $24,000,000 in total Market Shares. On the date immediately following the Private Purchase Deadline, and at such other times as may be requested by the Company from time to time, each Subscriber shall (x) notify the Company in writing of the number of Open Market Shares and Private Purchase Shares so purchased and the aggregate purchase price paid therefor by Subscriber and (y) provide the Company, for all Private Purchase Backstop Shares acquired, all documentary evidence reasonably requested by the Company and its advisors (including without limitation, its legal counsel) and its transfer agent and proxy solicitor to confirm that: (i) the that each Subscriber has purchased, or has contracted to purchase, such sharesshares and, and (ii) in the seller case of any shares purchased from redeeming holders, evidence that such shares has provided to the Subscriber a representation that (A) the seller voted such shares in favor of the Merger and the other Shareholder Approval Matters and (B) the seller of such shares did not exercise its have been validly withdrawn from redemption or conversion rights for such shares in connection with the Shareholder Meeting or the Merger Closing. Notwithstanding the foregoing, and for the avoidance of doubt, if the Merger Agreement is terminated in accordance with its terms prior to the Merger Closing, then the Subscriber’s obligations to purchase Ordinary Shares under this Section 2(b) will immediately terminate and be extinguishedSpecial Meeting. For purposes of this Agreementhereof, (i) “Closing Proceeds” means the sum of (A) the funds left in the Trust Account as of the Merger Closing, after giving effect to any redemptions or conversions by Public Stockholders, but before giving effect to the payment of any Transaction Expenses, plus (B) the amount of funds from any private placements of the Company’s capital stock (or binding commitments therefor, other than the Subscriber’s obligations in the Backstop Offering) occurring or to occur at or prior to the Merger Closing, and (ii) “Trading Day” shall mean a day during which trading in the Ordinary Shares Common Stock generally occurs on the Nasdaq NASDAQ Capital Market or, if the Ordinary Shares are Common Stock is not listed on the NasdaqNASDAQ Capital Market, on the principal other national or regional securities exchange on which the Ordinary Shares are Common Stock is then listed or, if the Ordinary Shares are Common Stock is not listed on a national or regional securities exchange, on the principal other market on which the Ordinary Shares are Common Stock is then listed or admitted for trading.

Backstop. (a) Commencing on the date hereof and through 5:00 p.m. Eastern Time on the last date on which it may purchase Ordinary Shares such that the settlement of such purchase shall occur on or before the Record Date record date for the Parent Shareholders’ Meeting (the “Market Deadline”), Subscriber shall (provided it is lawful to do so) have the right to purchase up to Twenty-Four Seven Million and Five Hundred Thousand One U.S. Dollars ($24,000,0007,500,001) of Ordinary Shares in the open market or in other privately negotiated transactions with third parties. On the date immediately following the Market Deadline and promptly at other times requested by the Company from time to time, Subscriber shall notify the Company in writing of the number of Ordinary Shares so purchased (the “Open Market Shares”) and the aggregate purchase price paid therefor by the such Subscriber. (b) Between the Market Deadline and the close of business on the third Trading Day prior to the Shareholder Parent Shareholders’ Meeting (the “Private Purchase Deadline”), if the Company reasonably believes in good faith that it will have less than Twenty-Four Seven Million and Five Hundred Thousand One U.S. Dollars ($24,000,0007,500,001) in of net tangible assets remaining immediately after the Closing Proceeds under the Merger Agreement (as defined belowthe “Merger Closing”) after giving effect to any Open Market Shares previously purchased by the Subscriber pursuant to Section 2(a) hereof, it will promptly notify the Subscriber of the anticipated shortfall of Closing Proceeds net tangible assets below $24,000,000 7,500,001 (the “Expected Shortfall”), and Subscriber shall (provided it is lawful to do so) use its commercially reasonable efforts to purchase an aggregate amount of Ordinary Shares up to the Expected Shortfall in privately negotiated transactions with third parties, including forward contracts (such shares, the “Private Purchase Shares” and, together with the Open Market Shares, the “Market Shares”), provided that: (i) such transactions settle no later than, and are conditioned upon, the Merger Closing and (ii) Subscriber shall not be required to purchase any Ordinary Shares at a price above $10.40 10.15 per share. Notwithstanding the foregoing, Subscriber shall be permitted (provided it is lawful to do so) prior to the Private Purchase Deadline to buy additional Ordinary Shares in such private transactions in excess of the Expected Shortfall, up to a total an aggregate amount of $24,000,000 7,500,001 in total Market Shares. On the date immediately following the Private Purchase Deadline, and at such other times as may be requested by the Company from time to time, Subscriber shall (x) notify the Company in writing of the number of Private Purchase Shares so purchased and the aggregate purchase price paid therefor by Subscriber and (y) provide the Company, for all Private Purchase Shares acquired, all documentary evidence reasonably requested by the Company and its advisors (including its legal counsel) and its transfer agent and proxy solicitor to confirm that: (i) the Subscriber purchased, or has contracted to purchase, such shares, and (ii) the seller of such shares has provided to the Subscriber a representation that (A) the seller voted such shares in favor of the Merger and the other Shareholder Approval Matters Parent Proposals and (B) the seller of such shares did not exercise its redemption or conversion rights for such shares in connection with the Shareholder Parent Shareholders’ Meeting or the Merger Closing. Notwithstanding the foregoing, and for the avoidance of doubt, if the Merger Agreement is terminated in accordance with its terms prior to the Merger Closing, then the Subscriber’s obligations to purchase Ordinary Shares under this Section 2(b) will immediately terminate and be extinguished. For purposes of this Agreement, (i) “Closing Proceeds” means the sum of (A) the funds left in the Trust Account as of the Merger Closing, after giving effect to any redemptions or conversions by Public Stockholders, but before giving effect to the payment of any Transaction Expenses, plus (B) the amount of funds from any private placements of the Company’s capital stock (or binding commitments therefor, other than the Subscriber’s obligations in the Backstop Offering) occurring or to occur at or prior to the Merger Closing, and (ii) “Trading Day” shall mean a day during which trading in the Ordinary Shares generally occurs on the Nasdaq or, if the Ordinary Shares are not listed on the Nasdaq, on the principal other national or regional securities exchange on which the Ordinary Shares are then listed or, if the Ordinary Shares are not listed on a national or regional securities exchange, on the principal other market on which the Ordinary Shares are then listed or admitted for trading.

Backstop. (a) Commencing on the date hereof and through 5:00 p.m. Eastern Time on the last date on which it may purchase Ordinary Shares such that the settlement of such purchase shall occur on or before the Record Date December 14, 2018 (the “Market Deadline”), Subscriber Investor shall (provided it is lawful to do so) have purchase the right to purchase up to Twenty-Four Million U.S. Dollars ($24,000,000) number of Ordinary Shares shares of Common Stock of the Company set forth opposite its name on the signature page hereto in the open market (the “Open Market Shares”) or in other privately negotiated transactions with third parties, including forward contracts (the “Private Purchase Shares”, and collectively with the Open Market Shares, including any Pubco Ordinary Shares issued in exchange for shares of Common Stock in connection with the Business Combination, the “Backstop Shares”), provided that such transactions settle prior to the Closing. Notwithstanding anything to the contrary contained herein, any purchases of Backstop Shares by Investor hereunder shall be effected through the Broker, subject to broker’s commissions. On the date Business Day immediately following the Market Deadline and promptly at other times requested by the Company from time to time, Subscriber shall notify the Company in writing of the number of Ordinary Shares so purchased (the “Open Market Shares”) and the aggregate purchase price paid therefor by the Subscriber. (b) Between the Market Deadline and the close of business on the third Trading Day prior to the Shareholder Meeting (the “Private Purchase Deadline”), if the Company reasonably believes in good faith that it Investor will have less than Twenty-Four Million U.S. Dollars ($24,000,000) in Closing Proceeds (as defined below) after giving effect to any Open Market Shares previously purchased by the Subscriber pursuant to Section 2(a) hereof, it will promptly notify the Subscriber of the anticipated shortfall of Closing Proceeds below $24,000,000 (the “Expected Shortfall”), and Subscriber shall (provided it is lawful to do so) use its commercially reasonable efforts to purchase an amount of Ordinary Shares up to the Expected Shortfall in privately negotiated transactions with third parties, including forward contracts (such shares, the “Private Purchase Shares” and, together with the Open Market Shares, the “Market Shares”), provided that: (i) such transactions settle no later than, and are conditioned upon, the Merger Closing and (ii) Subscriber shall not be required to purchase any Ordinary Shares at a price above $10.40 per share. Notwithstanding the foregoing, Subscriber shall be permitted (provided it is lawful to do so) prior to the Private Purchase Deadline to buy additional Ordinary Shares in such private transactions in excess of the Expected Shortfall, up to a total of $24,000,000 in total Market Shares. On the date immediately following the Private Purchase Deadline, and at such other times as may be requested by the Company from time to time, Subscriber shall (x) notify the Company in writing of the number of Open Market Shares and Private Purchase Shares so purchased and the aggregate purchase price paid therefor by Subscriber Investor for such Backstop Shares (the “Aggregate Purchase Price”) and (y) provide the Company, for all Private Purchase Backstop Shares acquired, all documentary evidence reasonably requested by the Company and or its advisors (including its legal counsel) and its or the Company’s transfer agent and proxy solicitor to confirm that: (i) the Subscriber purchased, or that Investor has contracted to purchase, such shares, and (ii) the seller of purchased such shares has provided to the Subscriber a representation that (A) the seller voted and holds such shares in favor of through the Merger Closing and the other Shareholder Approval Matters and (B) the seller of has not submitted any such shares did not exercise its for redemption or conversion rights for such shares in connection with the Shareholder Meeting or Redemption. Investor acknowledges that, in connection with the Merger ClosingBusiness Combination, Pubco will issue ordinary shares, par value $0.0001 per share, of Pubco (“Pubco Ordinary Shares”) in exchange for the outstanding Common Stock of the Company, as described in the Proxy Statement. Notwithstanding anything to the foregoingcontrary contained herein, Investor shall not be required to purchase any Backstop Shares at a price per share greater than the Redemption Price, and to the extent that as a result of such limitation Investor cannot acquire all of the Backstop Shares required by this Agreement, Investor shall not be in breach of this Agreement for any resulting shortfall (but, for the avoidance of doubt, if the Merger Agreement is terminated in accordance with its terms prior to the Merger Closing, then the Subscriber’s obligations to purchase Ordinary Shares under this Section 2(b) will immediately terminate and shall not be extinguished. For purposes of this Agreement, (i) “Closing Proceeds” means the sum of (A) the funds left in the Trust Account as of the Merger Closing, after giving effect entitled to any redemptions or conversions by Public Stockholders, but before giving effect Additional Shares with respect to the payment of any Transaction Expenses, plus (B) the amount of funds from any private placements of the Company’s capital stock (or binding commitments therefor, other than the Subscriber’s obligations in the Backstop Offering) occurring or to occur at or prior to the Merger Closing, and (ii) “Trading Day” shall mean a day during which trading in the Ordinary Shares generally occurs on the Nasdaq or, if the Ordinary Shares are not listed on the Nasdaq, on the principal other national or regional securities exchange on which the Ordinary Shares are then listed or, if the Ordinary Shares are not listed on a national or regional securities exchange, on the principal other market on which the Ordinary Shares are then listed or admitted for tradingsuch shortfall).

Backstop. (a) a. Commencing on the date hereof and through 5:00 p.m. Eastern Time on the last date on which it may purchase Ordinary Shares such that third (3rd) business day prior to the settlement of such purchase shall occur on or before the Record Date Special Meeting (as defined below) (the “Market Backstop Deadline”), Subscriber the undersigned shall (provided it is lawful to do so) have the right to purchase up to Twenty-Four Million U.S. Dollars ($24,000,000) shares of Ordinary Shares Class A Common Stock in the open market or in other privately negotiated transactions with third partiesparties (any shares so purchased, “Backstop Shares”). On the date calendar day immediately following the Market Backstop Deadline and promptly at such other times requested by the Company from time to time, Subscriber shall notify the Company in writing of the number of Ordinary Shares so purchased (the “Open Market Shares”) and the aggregate purchase price paid therefor by the Subscriber. (b) Between the Market Deadline and the close of business on the third Trading Day prior to the Shareholder Meeting (the “Private Purchase Deadline”), if the Company reasonably believes in good faith that it will have less than Twenty-Four Million U.S. Dollars ($24,000,000) in Closing Proceeds (as defined below) after giving effect to any Open Market Shares previously purchased by the Subscriber pursuant to Section 2(a) hereof, it will promptly notify the Subscriber of the anticipated shortfall of Closing Proceeds below $24,000,000 (the “Expected Shortfall”), and Subscriber undersigned shall (provided it is lawful to do so) use its commercially reasonable efforts to purchase an amount of Ordinary Shares up to the Expected Shortfall in privately negotiated transactions with third parties, including forward contracts (such shares, the “Private Purchase Shares” and, together with the Open Market Shares, the “Market Shares”), provided that: (i) such transactions settle no later than, and are conditioned upon, the Merger Closing and (ii) Subscriber shall not be required to purchase any Ordinary Shares at a price above $10.40 per share. Notwithstanding the foregoing, Subscriber shall be permitted (provided it is lawful to do so) prior to the Private Purchase Deadline to buy additional Ordinary Shares in such private transactions in excess of the Expected Shortfall, up to a total of $24,000,000 in total Market Shares. On the date immediately following the Private Purchase Deadline, and at such other times as may be requested by the Company from time to time, Subscriber shall (x) notify the Company in writing of the number of Private Purchase Backstop Shares so purchased and the aggregate purchase price paid therefor by Subscriber that it has purchased, and (yii) provide the Company, for all Private Purchase Backstop Shares acquired, all documentary evidence reasonably requested by the Company and its advisors (including its legal counsel) and its transfer agent and proxy solicitor solicitor, in form and substance reasonably acceptable to the Company, to confirm that: (i) the Subscriber purchased, or has contracted to purchase, such shares, and (ii) the seller of such shares has provided to the Subscriber a representation that (A) the seller voted undersigned has purchased all such shares in favor of the Merger and the other Shareholder Approval Matters and Backstop Shares, (B) the seller of such shares did not Backstop Shares has provided to the undersigned (x) such seller’s proxy with respect to all Backstop Shares purchased from such seller for the matters to be voted upon at the special meeting of the Company’s stockholders to be held by the Company pursuant to a proxy statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Special Meeting, as supplemented by definitive additional materials filed with the SEC prior to the Special Meeting (the “Proxy Statement”) to approve, among other matters, the Transaction (including any stockholder meeting held upon an adjournment prior to the completion thereof, the “Special Meeting”) and (y) an irrevocable written waiver of such seller’s right to exercise its any redemption or conversion rights for with respect to all Backstop Shares purchase from such shares in connection seller pursuant to the Redemption (as defined below) and (C) that the undersigned has complied with its obligations under Section 3(b) below. b. The undersigned covenants and agrees that until the Shareholder Meeting earlier of (i) the Transaction Closing or (ii) the Merger Closing. Notwithstanding date on which the foregoing, and for the avoidance of doubt, if the Merger Transaction Agreement is terminated in accordance with its terms prior terms, it shall (A) not, directly or indirectly, transfer (whether by sale, redemption, disposition or monetization in any manner whatsoever, including though redemption election or any derivative transactions) any Backstop Shares that it owns or otherwise acquires, (B) vote at the Special Meeting all of the Backstop Shares that it owns or acquires, or otherwise has proxy rights with respect to, in favor of the Transaction, and each of the other proposals of the Company set forth in the Proxy Statement, and (C) waive and not exercise any rights that it may have to redeem or convert any Backstop Shares that owns or acquires in connection with the Merger Closingredemption conducted by the Company in connection with the Transaction in accordance with the Company’s organizational documents and the Prospectus (the “Redemption”). c. Any Backstop Shares acquired and held by the undersigned in accordance with this Section 3, then and for which the Subscriber’s undersigned otherwise complies with its obligations to purchase Ordinary Shares under this Section 2(b) will immediately terminate and be extinguished. For purposes of this Agreement3, (i) “Closing Proceeds” means shall at the sum of (A) the funds left in the Trust Account as sole election of the Merger Closingundersigned, after giving effect reduce the number of Shares required to any redemptions or conversions be purchased by Public Stockholders, but before giving effect the undersigned pursuant to the payment of any Transaction Expenses, plus (B) the amount of funds from any private placements of the Company’s capital stock (or binding commitments therefor, other than the Subscriber’s obligations in the Backstop Offering) occurring or to occur at or prior to the Merger Closing, and (ii) “Trading Day” shall mean a day during which trading in the Ordinary Shares generally occurs on the Nasdaq or, if the Ordinary Shares are not listed on the Nasdaq, on the principal other national or regional securities exchange on which the Ordinary Shares are then listed or, if the Ordinary Shares are not listed on a national or regional securities exchange, on the principal other market on which the Ordinary Shares are then listed or admitted for tradingSection 1 above.

Backstop. (a) Commencing on the date hereof and through 5:00 p.m. Eastern Time on the last date on which it may purchase Ordinary Shares such that the settlement of such purchase shall occur on or before the Record Date December 14, 2018 (the “Market Deadline”), Subscriber Investor shall (provided it is lawful to do so) have purchase the right to purchase up to Twenty-Four Million U.S. Dollars ($24,000,000) number of Ordinary Shares shares of Common Stock of the Company set forth opposite its name on the signature page hereto in the open market (the “Open Market Shares”) or in other privately negotiated transactions with third parties, including forward contracts (the “Private Purchase Shares”, and collectively with the Open Market Shares, including any Pubco Ordinary Shares issued in exchange for shares of Common Stock in connection with the Business Combination, the “Backstop Shares”), provided that such transactions settle prior to the Closing. Notwithstanding anything to the contrary contained herein, any purchases of Backstop Shares by Investor hereunder shall be effected through the Broker, subject to broker’s commissions. On the date Business Day immediately following the Market Deadline and promptly at other times requested by the Company from time to time, Subscriber shall notify the Company in writing of the number of Ordinary Shares so purchased (the “Open Market Shares”) and the aggregate purchase price paid therefor by the Subscriber. (b) Between the Market Deadline and the close of business on the third Trading Day prior to the Shareholder Meeting (the “Private Purchase Deadline”), if the Company reasonably believes in good faith that it Investor will have less than Twenty-Four Million U.S. Dollars ($24,000,000) in Closing Proceeds (as defined below) after giving effect to any Open Market Shares previously purchased by the Subscriber pursuant to Section 2(a) hereof, it will promptly notify the Subscriber of the anticipated shortfall of Closing Proceeds below $24,000,000 (the “Expected Shortfall”), and Subscriber shall (provided it is lawful to do so) use its commercially reasonable efforts to purchase an amount of Ordinary Shares up to the Expected Shortfall in privately negotiated transactions with third parties, including forward contracts (such shares, the “Private Purchase Shares” and, together with the Open Market Shares, the “Market Shares”), provided that: (i) such transactions settle no later than, and are conditioned upon, the Merger Closing and (ii) Subscriber shall not be required to purchase any Ordinary Shares at a price above $10.40 per share. Notwithstanding the foregoing, Subscriber shall be permitted (provided it is lawful to do so) prior to the Private Purchase Deadline to buy additional Ordinary Shares in such private transactions in excess of the Expected Shortfall, up to a total of $24,000,000 in total Market Shares. On the date immediately following the Private Purchase Deadline, and at such other times as may be requested by the Company from time to time, Subscriber shall (x) notify the Company in writing of the number of Open Market Shares and Private Purchase Shares so purchased and the aggregate purchase price paid therefor by Subscriber Investor for such Backstop Shares (the “Aggregate Purchase Price”) and (y) provide the Company, for all Private Purchase Backstop Shares acquired, all documentary evidence reasonably requested by the Company and or its advisors (including its legal counsel) and its or the Company’s transfer agent and proxy solicitor to confirm that: (i) the Subscriber purchased, or that Investor has contracted to purchase, such shares, and (ii) the seller of purchased such shares has provided to the Subscriber a representation that (A) the seller voted and holds such shares in favor of through the Merger Closing and the other Shareholder Approval Matters and (B) the seller of has not submitted any such shares did not exercise its for redemption or conversion rights for such shares in connection with the Shareholder Meeting or Redemption. Investor acknowledges that, in connection with the Merger Closing. Notwithstanding the foregoingBusiness Combination, and Pubco will issue ordinary shares, par value $0.0001 per share, of Pubco (“Pubco Ordinary Shares”) in exchange for the avoidance of doubt, if the Merger Agreement is terminated in accordance with its terms prior to the Merger Closing, then the Subscriber’s obligations to purchase Ordinary Shares under this Section 2(b) will immediately terminate and be extinguished. For purposes of this Agreement, (i) “Closing Proceeds” means the sum of (A) the funds left in the Trust Account as of the Merger Closing, after giving effect to any redemptions or conversions by Public Stockholders, but before giving effect to the payment of any Transaction Expenses, plus (B) the amount of funds from any private placements outstanding Common Stock of the Company’s capital stock (or binding commitments therefor, other than the Subscriber’s obligations as described in the Backstop Offering) occurring or to occur at or prior to the Merger Closing, and (ii) “Trading Day” shall mean a day during which trading in the Ordinary Shares generally occurs on the Nasdaq or, if the Ordinary Shares are not listed on the Nasdaq, on the principal other national or regional securities exchange on which the Ordinary Shares are then listed or, if the Ordinary Shares are not listed on a national or regional securities exchange, on the principal other market on which the Ordinary Shares are then listed or admitted for tradingProxy Statement.

Backstop. (a) Commencing on the date hereof and through 5:00 p.m. Eastern Time on the last date on which it may purchase Ordinary Shares (the “Market Deadline”) such that the settlement of such purchase shall occur on or before the Record Date record date for the special meeting of shareholders (the “Market DeadlineMerger Meeting”) to be held by the Company to approve, among other things, the Merger Agreement and the Reviva Transaction, pursuant to a proxy statement to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Merger Meeting (as supplemented by definitive additional materials filed with SEC, the “Reviva Proxy Statement”), Subscriber shall (provided it is lawful to do so) have the right to purchase up to Twenty-Four Million U.S. Dollars ($24,000,000) of Ordinary Shares in the open market or in other privately negotiated transactions with third parties. On the date immediately following the Market Deadline and promptly at other times requested by the Company from time to time, Subscriber shall notify the Company in writing of the number of Ordinary Shares so purchased (the “Open Market Shares”) and the aggregate purchase price paid therefor by the Subscriber. (b) Between the Market Deadline and the close of business on the third Trading Day prior to the Shareholder Meeting (the “Private Purchase Deadline”), if the Company reasonably believes in good faith that it will have less than Twenty-Four Million U.S. Dollars ($24,000,000) in Closing Proceeds (as defined below) after giving effect to any Open Market Shares previously purchased by the Subscriber pursuant to Section 2(a) hereof, it will promptly notify the Subscriber of the anticipated shortfall of Closing Proceeds below $24,000,000 (the “Expected Shortfall”), and Subscriber Investor shall (provided it is lawful to do so) use its commercially reasonable best efforts to as promptly as practicable after the date hereof purchase an amount of Ordinary the Subject Shares up to in the Expected Shortfall open market (“Open Market Shares”) or in privately negotiated transactions with third parties, including forward contracts parties (such shares, the “Private Purchase Shares” and, together with the Open Market Shares, the “Market Backstop Shares”), provided that: . Between the Market Deadline and through 5:00 p.m. Eastern Time on the last date on which it may purchase Private Purchase Shares such that the settlement of such purchase shall occur on or before the close of business on the second (i2nd) such transactions settle no later than, and are conditioned upon, Business Day prior to the Merger Closing and Meeting (ii) Subscriber the “Private Deadline”), to the extent that Investor has not purchased all of the Subject Shares prior to the Market Deadline, Investor shall not be required to purchase any Ordinary Shares at a price above $10.40 per share. Notwithstanding the foregoing, Subscriber shall be permitted (provided it is lawful to do so) use its best efforts to purchase as promptly as practicable after such date Private Purchase Shares in an aggregate amount equal to the shortfall of Subject Shares that it failed to purchase prior to the Market Deadline, provided that Investor obtains from such third parties irrevocable proxies with respect to the Merger Meeting (and if applicable, any Company shareholder meeting for an Extension) and written waivers of their Closing Redemption rights (and any Extension Redemption rights, if applicable) with respect to such Private Purchase Deadline to buy additional Ordinary Shares in such private transactions in excess of the Expected Shortfall, up to a total of $24,000,000 in total Market Shares. On the date day immediately following each of the Market Deadline and the Private Purchase Deadline, and promptly at such other times as may be requested by the Company or Reviva from time to time, Subscriber Investor shall (x) notify the Company and Reviva in writing of the number of Private Purchase aggregate Backstop Shares so purchased and from the aggregate purchase price paid therefor by Subscriber date of this Agreement through such applicable date, and (y) provide the CompanyCompany and Reviva, for all Private Purchase Backstop Shares acquired, all documentary evidence reasonably requested by or on behalf of the Company and its advisors (including its legal counsel) and its transfer agent and proxy solicitor or Reviva to confirm that: (i) the Subscriber purchased, or that Investor has contracted to purchase, purchased such shares, Backstop Shares and (ii) the seller of holds such shares has provided to the Subscriber a representation that (A) the seller voted such shares in favor of Backstop Shares through the Merger Meeting and the other Shareholder Approval Matters and (B) the seller of has not submitted any such shares did not exercise its redemption or conversion rights for such shares in connection with the Shareholder Meeting or the Merger Closing. Notwithstanding the foregoing, and Backstop Shares for the avoidance of doubt, if the Merger Agreement is terminated in accordance Closing Redemption or any Extension Redemption and has revoked any prior redemption elections with its terms prior respect to the Merger Closing, then the Subscriber’s obligations to purchase Ordinary Shares under this Section 2(b) will immediately terminate and be extinguished. For purposes of this Agreement, (i) “Closing Proceeds” means the sum of (A) the funds left in the Trust Account as of the Merger Closing, after giving effect to any redemptions or conversions by Public Stockholders, but before giving effect to the payment of any Transaction Expenses, plus (B) the amount of funds from any private placements of the Company’s capital stock (or binding commitments therefor, other than the Subscriber’s obligations in the such Backstop Offering) occurring or to occur at or prior to the Merger Closing, and (ii) “Trading Day” shall mean a day during which trading in the Ordinary Shares generally occurs on the Nasdaq or, if the Ordinary Shares are not listed on the Nasdaq, on the principal other national or regional securities exchange on which the Ordinary Shares are then listed or, if the Ordinary Shares are not listed on a national or regional securities exchange, on the principal other market on which the Ordinary Shares are then listed or admitted for tradingShares.

Backstop. (a) a. Commencing on the date hereof and through 5:00 p.m. Eastern Time on the last date on which it may purchase Ordinary Shares such that fifth (5th) business day prior to the settlement of such purchase shall occur on or before the Record Date Special Meeting (as defined below) (the “Market Backstop Deadline”), the Subscriber shall (provided it is lawful to do so) have the right to purchase up to Twenty-Four Million U.S. Dollars ($24,000,000) of Ordinary Shares in the one or more open market purchases or in other privately negotiated transactions with third partiesparties (any shares so purchased, “Backstop Shares”). On the date calendar day immediately following the Market Backstop Deadline and promptly at such other times requested by the Company from time to time, Subscriber shall notify the Company in writing of the number of Ordinary Shares so purchased (the “Open Market Shares”) and the aggregate purchase price paid therefor by the Subscriber. (b) Between the Market Deadline and the close of business on the third Trading Day prior to the Shareholder Meeting (the “Private Purchase Deadline”), if the Company reasonably believes in good faith that it will have less than Twenty-Four Million U.S. Dollars ($24,000,000) in Closing Proceeds (as defined below) after giving effect to any Open Market Shares previously purchased by the Subscriber pursuant to Section 2(a) hereof, it will promptly notify the Subscriber of the anticipated shortfall of Closing Proceeds below $24,000,000 (the “Expected Shortfall”), and Subscriber shall (provided it is lawful to do so) use its commercially reasonable efforts to purchase an amount of Ordinary Shares up to the Expected Shortfall in privately negotiated transactions with third parties, including forward contracts (such shares, the “Private Purchase Shares” and, together with the Open Market Shares, the “Market Shares”), provided that: (i) such transactions settle no later than, and are conditioned upon, the Merger Closing and (ii) Subscriber shall not be required to purchase any Ordinary Shares at a price above $10.40 per share. Notwithstanding the foregoing, Subscriber shall be permitted (provided it is lawful to do so) prior to the Private Purchase Deadline to buy additional Ordinary Shares in such private transactions in excess of the Expected Shortfall, up to a total of $24,000,000 in total Market Shares. On the date immediately following the Private Purchase Deadline, and at such other times as may be requested by the Company from time to time, Subscriber shall (x) notify the Company in writing of the number of Private Purchase Backstop Shares so purchased and the aggregate purchase price paid therefor by Subscriber that it has purchased, and (yii) provide the Company, for all Private Purchase Backstop Shares acquired, all documentary evidence reasonably requested by the Company and its advisors (including its legal counsel) and its transfer agent and proxy solicitor solicitor, in form and substance reasonably acceptable to the Company, to confirm that: (i) the Subscriber purchased, or has contracted to purchase, such shares, and (ii) the seller of such shares has provided to the Subscriber a representation that (A) the seller voted Subscriber has purchased all such shares in favor of the Merger and the other Shareholder Approval Matters and Backstop Shares, (B) the seller of such shares did not Backstop Shares has provided to the Subscriber (x) such seller’s proxy with respect to all Backstop Shares purchased from such seller for the matters to be voted upon at the special meeting of the Company’s shareholders to be held by the Company pursuant to a proxy statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Special Meeting, as may be supplemented by definitive additional materials filed with the SEC prior to the Special Meeting (the “Proxy Statement”) to approve, among other matters, the Transaction (including any shareholders meeting held upon an adjournment prior to the completion thereof, the “Special Meeting”) and (y) an irrevocable written waiver of such seller’s right to exercise its any redemption or conversion rights for with respect to all Backstop Shares purchased from such shares in connection seller pursuant to the Redemption (as defined below) and (C) the Subscriber has complied with its obligations under Section 3(b) below. b. The Subscriber covenants and agrees that until the Shareholder Meeting earlier of (i) the consummation of the Transaction or (ii) the Merger Closing. Notwithstanding date on which the foregoing, and for the avoidance of doubt, if the Merger Transaction Agreement is terminated in accordance with its terms prior terms, it shall (A) not, directly or indirectly, transfer (whether by sale, redemption, disposition or monetization in any manner whatsoever, including though redemption election or any derivative transactions) any Backstop Shares that it owns or otherwise acquires, (B) vote at the Special Meeting all of the Backstop Shares that it owns or acquires, or otherwise has proxy rights with respect to, in favor of the Transaction, and each of the other proposals of the Company set forth in the Proxy Statement, and (C) waive and not exercise any rights that it may have to redeem or convert any Backstop Shares that it owns or acquires in connection with the Merger Closingredemption conducted by the Company in connection with the Transaction in accordance with the Company’s organizational documents and the Proxy Statement (the “Redemption”). c. Any Backstop Shares acquired and held by the Subscriber in accordance with this Section 3, then and for which the Subscriber’s Subscriber otherwise complies with its obligations to purchase Ordinary Shares under this Section 2(b) will immediately terminate and 3, shall reduce the number of Shares required to be extinguished. For purposes of this Agreement, (i) “Closing Proceeds” means purchased by the sum of (A) the funds left in the Trust Account as of the Merger Closing, after giving effect Subscriber pursuant to any redemptions or conversions by Public Stockholders, but before giving effect to the payment of any Transaction Expenses, plus (B) the amount of funds from any private placements of the Company’s capital stock (or binding commitments therefor, other than the Subscriber’s obligations in the Backstop Offering) occurring or to occur at or prior to the Merger Closing, and (ii) “Trading Day” shall mean a day during which trading in the Ordinary Shares generally occurs on the Nasdaq or, if the Ordinary Shares are not listed on the Nasdaq, on the principal other national or regional securities exchange on which the Ordinary Shares are then listed or, if the Ordinary Shares are not listed on a national or regional securities exchange, on the principal other market on which the Ordinary Shares are then listed or admitted for tradingSection 1 above.

Backstop. (a) Commencing on During the date hereof and through 5:00 p.m. Eastern Time on term of the last date on which it may purchase Ordinary Shares such that the settlement of such purchase shall occur on or before the Record Date (the “Market Deadline”)Management Agreements, Subscriber shall (provided it is lawful to do so) have the right to purchase up to Twenty-Four Million U.S. Dollars ($24,000,000) of Ordinary Shares in the open market event Manager does not have sufficient cash flow from operations to meet its budgeted obligations (including, without limitation, Executive Compensation) or to invest in other privately negotiated transactions with third parties. On budgeted capital resources to expand and grow the date immediately following operations of Manager, including, but not limited to sufficient employees to service the Market Deadline and promptly at other times requested addition of new Properties acquired by the Company from time to timeOP or its subsidiaries (in each case, Subscriber shall notify the Company in writing of the number of Ordinary Shares so purchased (the a “Open Market Shares”) and the aggregate purchase price paid therefor by the Subscriber. (b) Between the Market Deadline and the close of business on the third Trading Day prior to the Shareholder Meeting (the “Private Purchase Deadline”), if the Company reasonably believes in good faith that it will have less than Twenty-Four Million U.S. Dollars ($24,000,000) in Closing Proceeds (as defined below) after giving effect to any Open Market Shares previously purchased by the Subscriber pursuant to Section 2(a) hereof, it will promptly notify the Subscriber of the anticipated shortfall of Closing Proceeds below $24,000,000 (the “Expected Shortfall”), and Subscriber shall (provided it is lawful to do so) use its commercially reasonable efforts to purchase an amount of Ordinary Shares up Manager may provide a written notice to the Expected Shortfall in privately negotiated transactions with third partiesBoard requesting the OP or the REIT (for purposes of this Section 9, including forward contracts (such shares, individually the “Private Purchase Shares” andLender”) provide additional funds to Manager (“Funding Request”) to satisfy the Shortfall. The Funding Request shall include: (a) the dollar-amount requested; (b) the use of the proceeds; (c) financial statements of Manager that evidence the necessity for the additional funds and an updated operating or capital budget, together with as applicable, and (d) any other information or documents reasonably requested by the Open Market SharesBoard. If the Board approves the Funding Request, then the approved additional funds shall be deemed a loan (a “Market SharesBackstop Loan”), provided that. All Backstop Loans: (i) such transactions settle no later than, and are conditioned upon, the Merger Closing and shall be interest-free; (ii) Subscriber may be prepaid at any time; (iii) shall not exceed a principal amount that is in the aggregate equal to the lesser of the Termination Fee and the Call Price; (iv) each of the equityholders of Manager agrees to unconditionally guarantee the performance of the Backstop Loans (for purposes of clarification, the foregoing guarantee shall not be required an obligation of payment or require the equityholders of Manager to purchase any Ordinary Shares at a price above $10.40 per share. Notwithstanding the foregoing, Subscriber fund Backstop Loans); and (v) shall be permitted (provided it is lawful to do so) prior evidenced by a promissory note in form and substance satisfactory to the Private Purchase Deadline to buy additional Ordinary Shares in such private transactions in excess of the Expected ShortfallBoard, up to a total of $24,000,000 in total Market Shares. On the date immediately following the Private Purchase Deadline, and at such together with any other times documents or instruments as may be requested by the Company from time to time, Subscriber Board in connection with such Backstop Loan. The aggregate principal underlying the Backstop Loans shall (x) notify become due and payable in full upon the Company in writing termination of the number of Private Purchase Shares so purchased and the aggregate purchase price paid therefor by Subscriber and (y) provide the Companyapplicable Management Agreement, for all Private Purchase Shares acquired, all documentary evidence reasonably requested by any reason. In the Company and its advisors (including its legal counsel) and its transfer agent and proxy solicitor event Manager is entitled to confirm that: (i) receive the Subscriber purchased, Call Price or has contracted to purchase, such shares, and (ii) the seller of such shares has provided to the Subscriber a representation that (A) the seller voted such shares in favor of the Merger and the other Shareholder Approval Matters and (B) the seller of such shares did not exercise its redemption or conversion rights for such shares Termination Fee in connection with the Shareholder Meeting or termination of the Merger Closing. Notwithstanding Management Agreements, the foregoing, and for Lender of the avoidance Backstop Loans shall be entitled to offset the amounts owing thereunder by the aggregate principal of doubt, if the Merger Agreement is terminated in accordance with its terms prior to the Merger Closing, then the Subscriber’s obligations to purchase Ordinary Shares under this Section 2(b) will immediately terminate and be extinguishedBackstop Loans. For purposes of this Agreementhereof, (i) the term “Closing ProceedsExecutive Compensation” means shall mean the sum of (A) the funds left aggregate salaries paid to Xxxx Xxxxxx, Xxxx XxXxxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx, and others that may be added in the Trust Account future with the approval of the Board (and together the “Executive Managers”), which for the period from November 1, 2019 to October 31, 2020, shall equal $1,890,000 and which shall increase for each 12-month period thereafter by an amount as determined by the Board, in its sole and absolute discretion, but is expected as of the Merger Closing, after giving effect date hereof to any redemptions or conversions by Public Stockholders, but before giving effect to be targeted at 5% over the payment of any Transaction Expenses, plus (B) the amount of funds from any private placements of the Company’s capital stock (or binding commitments therefor, other than the Subscriber’s obligations in the Backstop Offering) occurring or to occur at or prior to the Merger Closing, and (ii) “Trading Day” shall mean a day during which trading in the Ordinary Shares generally occurs on the Nasdaq or, if the Ordinary Shares are not listed on the Nasdaq, on the principal other national or regional securities exchange on which the Ordinary Shares are then listed or, if the Ordinary Shares are not listed on a national or regional securities exchange, on the principal other market on which the Ordinary Shares are then listed or admitted for tradingimmediately preceding 12-month period.