May 13, 2021

Exhibit 10.38

May 13, 2021

VIA EMAIL

c/o Magnetar Financial LLC

0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx

Xxxxxxxx, Xxxxxxxx 00000

Attention: Chief Legal Officer

Email: xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx

Re: Waiver

Dear Sir/Madam,

Reference is made to the Registration Rights Agreement, dated as of October 28, 2020 (the “Registration Rights Agreement”), by and among PureCycle Technologies LLC (including, without limitation, any SPAC (as defined therein) that may hold 100% of the equity interests of the Company or any successor thereto, the “Company”) and each of the investors listed on the signature pages hereto (collectively, the “Investors”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Registration Rights Agreement.

Pursuant to Section 2.1(a) of the Registration Rights Agreement, the Company agreed to file an Initial Registration Statement following the closing of the SPAC Transaction with the U.S. Securities and Exchange Commission (the “SEC”) registering the resale of the Registrable Securities held by the Investors (the “Registration Statement”) no later than 60 days after the closing of the SPAC Transaction (the “60-Day Filing Requirement”). In light of recent action taken by the SEC in connection with the accounting treatment of warrants held by special purpose acquisition companies, among other things, the Company seeks an up to 30 day waiver of the 60- Day Filing Requirement and a waiver from the incurrence and payment of any liquidated damages under Section 2.1(h) of the Registration Rights Agreement for the up to 30 day period (the “Waiver”).

The Investors hereby agree to the Waiver.

Pursuant to Section 3.6 of the Registration Rights Agreement, observance of any term of the Registration Rights Agreement may be waived only with the written consent of the Company and the holders of a majority of the Registrable Securities and the undersigned Investors constitute at least a majority of the Registrable Securities.

Please confirm you agree to the Waiver by signing below and returning a scanned copy to Xxxx Xxxxxx at xxxxxxx@xxxxxxxxxxxxx.xxx at your earliest convenience and, if possible, on or before Friday, May 14, 2021. If you have any questions regarding this waiver, please contact Xxxx Xxxxxx, via email at xxxxxxx@xxxxxxxxxxxxx.xxx or via telephone at (000) 000-0000 before acknowledging and agreeing to this Waiver.

Thank you in advance for your cooperation in this matter.

	PURECYCLE TECHNOLOGIES, LLC
	By:	/s/ Xxxxxxx Xxx
		Name: Xxxxxxx Xxx
		Title: Chief Financial Officer

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We hereby acknowledge and agree to the waiver described above.

	INVESTORS:
	MAGNETAR STRUCTURED CREDIT FUND, LP
	By Magnetar Financial LLC, its general partner
	By:	/s/ Xxxx Watcher
	Name: Xxxx Xxxxxxx
	Title: General Counsel
	PURPOSE ALTERNATIVE CREDIT FUND – T LLC
	By Magnetar Financial LLC, its investment manager
	By:	/s/ Xxxx Watcher
	Name: Xxxx Xxxxxxx
	Title: General Counsel
	PURPOSE ALTERNATIVE CREDIT FUND – F LLC
	By Magnetar Financial LLC, its investment manager
	By:	/s/ Xxxx Watcher
	Name: Xxxx Xxxxxxx
	Title: General Counsel

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	MAGNETAR LONGHORN FUND LP
	By Magnetar Financial LLC, its investment manager
	By:	/s/ Xxxx Watcher
	Name: Xxxx Xxxxxxx
	Title: General Counsel
	MAGNETAR PRCL HOLDINGS LIMITED
	By Magnetar Financial LLC, its investment manager
	By:	/s/ Xxxx Watcher
	Name: Xxxx Xxxxxxx
	Title: General Counsel
	MAGNETAR LAKE CREDIT FUND LLC
	By Magnetar Financial LLC, its manager
	By:	/s/ Xxxx Watcher
	Name: Xxxx Xxxxxxx
	Title: General Counsel

Cc: Xxxx Xxxxxxxx, Xxxx Xxxx and Xxxxx Xxxxx, Xxxxxxx Xxxx & Xxxxxxxxx LLP

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