Exhibit 10.25


 





 


Ranpak Holdings Corp.


 


Dealer Manager and Solicitation Agent Agreement


 


New York, New York


August 6, 2020


 


Evercore Group L.L.C.,

as Dealer Manager

c/o Evercore Group L.L.C.

55 East 52nd Street

New York, New York 10055


 


Ladies and Gentlemen:


 


Ranpak Holdings Corp., a company incorporated
under the laws of Delaware (the “Company” or “we”), plans to make an offer (such offer as
described in the Prospectus (as defined below), together with the related Consent Solicitation (as defined below), the “Exchange
Offer”), for any and all of its outstanding warrants (as set forth in the Prospectus) (the “Warrants”)
in exchange for consideration consisting of 0.22 shares of Class A Common Stock (the “Shares”) for each Warrant
tendered, on the terms and subject to the conditions set forth in the Offering Documents (as defined below). Certain terms used
herein are defined in Section 21 hereof.


 


Concurrently with making the offer to exchange
described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders
of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to certain amendments to the
terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the
holders of at least 65% of the public warrants and the forward purchase warrants (each as defined in the Offering Documents), the
proposed amendment to the warrant agreement set forth in the Offering Documents (the “Warrant Amendment”) shall
be adopted.


 


Any reference herein to the Pre-Effective
Registration Statement, the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein, which were filed under the Exchange Act on or before the filing of the
Pre-Effective Registration Statement, the Effective Date or the issue date of the Preliminary Prospectus or the Prospectus, as
the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement”
with respect to the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include the filing of any document under the Exchange Act after the initial filing of the Pre-Effective
Registration Statement, the Effective Date or the issue date of the Preliminary Prospectus or the Prospectus, as the case may be,
deemed to be incorporated therein by reference.


  




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1.
Appointment as Dealer Manager and Solicitation Agent.


 


(a) Evercore Group L.L.C. will
act as the exclusive dealer manager and solicitation agent for the Exchange Offer and the Consent Solicitation (the “Dealer
Manager” or “you”) in accordance with your customary practices, including without limitation to use
commercially reasonable efforts to solicit tenders pursuant to the Exchange Offer, the solicitation of Consents pursuant to the
Consent Solicitation and assisting in the distribution of the Offering Documents and to perform such services as are customarily
performed by investment banking firms acting as dealer managers and solicitation agents of an exchange offer of like nature.


 


(b) You agree that all actions
taken by you as Dealer Manager have complied and will comply in all material respects with all applicable laws, regulations and
rules of the United States, including, without limitation, the applicable rules and regulations of the registered national securities
exchanges of which you are a member and of the Financial Industry Regulatory Authority, Inc. (“FINRA”).


 


(c) The Dealer Manager, in its
sole discretion, may continue to own or dispose of, in any manner it may elect, any Warrants it may beneficially own at the date
hereof or hereafter acquire, in any such case, subject to applicable law. The Dealer Manager has no obligation to the Company,
pursuant to this Agreement or otherwise, to tender or refrain from tendering Warrants beneficially owned by it in any Exchange
Offer (or to deliver Consents in any related Consent Solicitation). The Dealer Manager acknowledges and agrees that if any Exchange
Offer is not consummated for any reason, the Company shall have no obligation, pursuant to this Agreement or otherwise, to acquire
any Warrants from the Dealer Manager or otherwise to hold the Dealer Manager harmless with respect to any losses it may incur in
connection with the resale to any third parties of any Warrants.


 


(d) The Company agrees that it
will not file, use or publish any material in connection with the Exchange Offer, use the name Evercore or Evercore Group L.L.C.
or refer to you or your relationship with the Company, without your prior written consent to the form of such use or reference.
There shall be no fee for any such permitted use or reference other than as set forth herein.


 


2.
Compensation. The Company shall pay to you in respect of your services as Dealer Manager the fee set forth in the
attached Schedule A (the “Fee”). The Company shall also promptly reimburse you, without regard to consummation
of the Exchange Offer, for your reasonable out-of-pocket expenses in preparing for and performing your functions as Dealer Manager,
including the reasonable fees, costs and out-of-pocket expenses of your counsels for their representation of you in connection
therewith, not exceeding in the case of such counsels’ fees, costs and out-of-pocket expenses, $150,000; provided
that the Dealer Manager obtains the prior written approval of the Company for any such expenses that exceed $10,000 in the aggregate
(except the aforementioned fees of counsel).


 






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3.
Representations and Warranties. The Company represents and warrants to and agrees with you as set forth below in
this Section 3:


 


(a) Form S-4. The Company
has prepared and filed with the Commission the Pre-Effective Registration Statement on Form S-4, including a related Preliminary
Prospectus, for registration under the Securities Act of the Shares in connection with the Exchange Offer. The Pre-Effective Registration
Statement will have been declared effective by the Commission prior to the Expiration Date and any request on the part of the Commission
or any other federal, state or local or other governmental or regulatory agency, authority or instrumentality or court or arbitrator
for the amending or supplementing of the Offering Documents or for additional information has been complied with. The Company meets
the conditions for the use of Form S-4 with respect to the Pre-Effective Registration Statement and the Registration Statement
in connection with the Exchange Offer as contemplated by this Agreement.


 


(b) Pre-Effective Registration
Statement, Registration Statement, Preliminary Prospectus and Prospectus. (i) The Pre-Effective Registration Statement and
any amendment thereto, as of the Commencement Date, the Registration Statement, as of the Effective Date, the Expiration Date and
the Exchange Date, and the Preliminary Prospectus and any amendments and supplements thereto, as of its date, the Commencement
Date and the Exchange Date, comply, and will comply, in all material respects with the Securities Act and the Exchange Act and
the rules and regulations of the Commission thereunder (including Rule 13e-4 and Rule 14e under the Exchange Act), (ii) the Prospectus
(together with any supplement and amendment thereto), as of the date it is first filed in accordance with Rule 424(b) under the
Securities Act (if it is so filed) and the Exchange Date, will comply, in all material respects with the Securities Act and the
Exchange Act and the rules and regulations of the Commission thereunder (including Rule 13e-4 and Rule 14e under the Exchange Act),
(iii) the Pre-Effective Registration Statement and any amendment thereto as of the Commencement Date, and the Registration Statement,
as of the Effective Date, the Expiration Date and the Exchange Date, did not contain, and will not contain, any untrue statement
of a material fact and did not omit, and will not omit, to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, (iv) the Preliminary Prospectus as of its date did not contain any untrue statement
of a material fact and did not omit to state a material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading and (v) the Prospectus (together with any supplement or amendment thereto), as
of the date it is first filed in accordance with Rule 424(b) (if required), the Expiration Date and the Exchange Date, will not
contain any untrue statement of a material fact and will not omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes
no representations or warranties as to the information contained in or omitted from the Pre-Effective Registration Statement, the
Registration Statement, any Preliminary Prospectus or the Prospectus (or any supplement or amendment thereto) in reliance upon
and in conformity with information furnished to the Company in writing by or on behalf of the Dealer Manager expressly for inclusion
therein (the “Dealer Manager Information”), it being understood that the Dealer Manager Information shall include
only the name and the contact information of the Dealer Manager.


 






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(c) Documents Incorporated
by Reference. The documents incorporated by reference in the Registration Statement and the Prospectus and the Schedule TO,
when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements
of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none
of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated
by reference in the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will
conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and
in conformity with the Dealer Manager Information.


 


(d) Schedule TO. (i) on
the Commencement Date, the Company will duly file with the Commission the Schedule TO pursuant to Rule 13e-4 promulgated by the
Commission under the Exchange Act, a copy of which Schedule TO (including the documents required by Item 12 thereof to be filed
as exhibits thereto) in the form in which it is to be so filed has been or will be furnished to the Dealer Manager; (ii) any amendments
to the Schedule TO and the final form of all such documents filed with the Commission or published, sent, or given to holders of
Warrants will be furnished to you prior to any such amendment, filing, publication, or distribution; (iii) the Schedule TO as so
filed and as amended or supplemented from time to time will comply in all material respects with the provisions of the Exchange
Act and the rules and regulations thereunder; and (iv) the Schedule TO as filed or as amended or supplemented from time to time
will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
made therein, in light of the circumstances under which they are made, not misleading, except that the Company makes no representation
or warranty with respect to any statement contained in, or any matter omitted from, the Schedule TO and in conformity with the
Dealer Manager Information.


 


(e) Rule 165 Material. The
Rule 165 Material when filed with the Commission complied or will comply in all material respects with the applicable requirements
of the Securities Act; and no Rule 165 Material, at the time of first use, when taken together with each Preliminary Prospectus
and the Prospectus, as then amended or supplemented, contained or will contain any untrue statement of a material fact or omitted
or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not
apply to any statements or omissions in the Rule 165 Material made in reliance upon and in conformity with the Dealer Manager Information.


 






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(f) No Stop Orders. No
stop order suspending the effectiveness of the Registration Statement has been issued by the Commission.


 


(g) Emerging Growth Company.
As of the date hereof, the Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act
(an “Emerging Growth Company”).


 


(h) Testing-the-Waters Materials.
The Company (i) has not alone engaged in any Testing-the-Waters Communications and (ii) has not authorized anyone to engage
in Testing-the-Waters Communications. The Company has not distributed or approved for distribution any Written Testing-the-Waters
Communications. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is
a written communication within the meaning of Rule 405 under the Securities Act.


 


(i) Financial Statements.
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under
the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the 12 months preceding the
date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials,
including the exhibits thereto and documents incorporated by reference therein, together with the Pre-Effective Registration Statement,
the Registration Statement, the Preliminary Prospectus and the Prospectus, being collectively referred to herein as the “SEC
Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports
prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects
with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements
of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules
and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been
prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods
involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and
except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects
the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations
and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit
adjustments. The pro forma financial information and the related notes thereto included in the Pre-Effective Registration
Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus have been prepared in all material respects
in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying
such pro forma financial information are reasonable and are set forth in the Pre-Effective Registration Statement, the Registration
Statement, the Preliminary Prospectus and the Prospectus.


 






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(j) No Material Adverse Change.
Since the date of the latest audited financial statements included within the SEC Reports, except as disclosed in the Pre-Effective
Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus (including in any SEC Reports
incorporated by reference therein), (i) there has been no event, occurrence or development that has had or that could reasonably
be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise)
other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and
(B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings
made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made
any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase
or redeem any shares of its capital stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate,
except pursuant to Company stock option plans; (vi) no officer or director of the Company has resigned from any position with the
Company; and (vii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement (whether or not
in the ordinary course of business) that is material to the Company and its subsidiaries taken as a whole.


 


(k) Organization and Good
Standing. The Company and each of its subsidiaries is an entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or organization (to the extent the concept of good
standing is applicable in such jurisdiction), with the requisite power and authority to own and use its properties and assets and
to carry on its business as currently conducted. Neither the Company nor any subsidiary is in violation nor default of any of the
provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each
of the Company and its subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other
entity in each jurisdiction (to the extent the concept of good standing is applicable in such jurisdiction) in which the nature
of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified
or in good standing, as the case may be, could not reasonably be expected to result in a Material Adverse Effect and no Proceeding
has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power
and authority or qualification.


 






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(l) Capitalization. The
Company has an authorized capitalization as set forth in the Pre-Effective Registration Statement, the Registration Statement,
the Preliminary Prospectus and the Prospectus under the heading “Capitalization”; all the outstanding shares of the
Company have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive
or similar rights; except as described in or expressly contemplated by the Preliminary Prospectus and the Prospectus, there are
no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible
into or exchangeable for, any shares or other equity interest in the Company or any of its subsidiaries, or any contract, commitment,
agreement, understanding or arrangement of any kind relating to the issuance of any shares of the Company or any such subsidiary,
any such convertible or exchangeable securities or any such rights, warrants or options; the share capital of the Company conforms
in all material respects to the description thereof contained in the Pre-Effective Registration Statement, the Registration Statement,
the Preliminary Prospectus and the Prospectus; and all the outstanding shares or other equity interests of each subsidiary owned,
directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable (except,
in the case of any foreign subsidiary, for directors’ qualifying shares) and are owned directly or indirectly by the Company,
free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any
third party other than as described in the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus
and the Prospectus, including liens, encumbrances and restrictions imposed in connection with or permitted under the debt described
under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity
and Capital Resources.” The Shares to be issued in exchange for the Warrants as contemplated by the Offering Documents have
been duly authorized for issuance and sale by the Company, and, when issued and delivered as contemplated therein, will be duly
and validly issued, fully paid and nonassessable; neither the filing of the Registration Statement nor the issuance of the Shares
as contemplated by the Offering Documents will give rise to any preemptive or similar rights, other than those which have been
waived or satisfied.


 


(m) Required Filings.
The Company has filed with the Commission pursuant to Rule 13e-4(c)(1) under the Exchange Act (or Rule 425 under the Securities
Act) or otherwise all written communications made by the Company or any affiliate of the Company in connection with or relating
to the Exchange Offer or the Consent Solicitation that are required to be filed with the Commission, in each case on the date of
their first use.


 


(n) Compliance. The Company
has complied in all material respects with the Securities Act and the Exchange Act and the rules and regulations of the Commission
thereunder in connection with the Exchange Offer, the Consent Solicitation, the Offering Documents and the transactions contemplated
hereby and thereby. The Company is subject to and in full compliance with the reporting requirements of Section 13 or Section 15(d)
of the Exchange Act. The Company has not received from the Commission any written comments, questions or requests for modification
of disclosure in respect of any reports filed with the Commission pursuant to the Exchange Act, except for comments, questions
or requests (i) that have been satisfied by the provision of supplemental information to the staff of the Commission, or (ii) in
respect of which the Company has agreed with the staff of the Commission to make a prospective change in future reports filed by
it with the Commission pursuant to the Exchange Act, of which agreement the Dealer Manager and its counsel have been made aware.


 






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(o) Stock Options. With
respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of
the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an
“incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of a Stock Option was duly authorized
no later than the date on which the grant of such Stock Option was by its terms to be effective by all necessary corporate action,
including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof)
and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such
grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms
of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the
rules of the New York Stock Exchange and any other exchange on which Company securities are traded, and (iv) each such grant
was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and
disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws.
The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options
prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information
regarding the Company or its subsidiaries or their results of operations or prospects.


 


(p) Due Authorization. The
Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and
all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation
by it of the transactions contemplated hereby has been duly and validly taken.


 


(q) Dealer Manager and Solicitation
Agent Agreement. This Agreement has been duly authorized, executed and delivered by the Company.


 


(r) No Violation or Default.
Neither the Company nor any of its subsidiaries: (i) is in default under or in violation of (and no event has occurred that
has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any of its subsidiaries
under), nor has the Company or any of its subsidiaries received notice of a claim that it is in default under or that it is in
violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it
or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment,
decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule,
ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws
relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor
matters, except in each case as could not reasonably be expected to result in a Material Adverse Effect.


 






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(s) No Conflicts. The
execution, delivery and performance by the Company of this Agreement, the conduct and consummation of the Exchange Offer and the
consummation by the Company of any other transactions contemplated by this Agreement or the Preliminary Prospectus and the Prospectus
will not (i) conflict with or violate any provision of the Company’s certificate of incorporation or bylaws, (ii) conflict
with or violate any provision of any of the Company’s subsidiaries’ certificates or articles of incorporation, bylaws
or other organizational or charter documents, (iii) conflict with, or constitute a default (or an event that with notice or lapse
of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company
or any of its subsidiaries, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration
or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing
a Company or subsidiary debt or otherwise) or other understanding to which the Company or any of its subsidiaries is a party or
by which any property or asset of the Company or any of its subsidiaries is bound or affected, or (iv) subject to the Required
Approvals (as defined below), conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which the Company or any of its subsidiaries is subject (including
federal and state securities laws and regulations), or by which any property or asset of the Company or any of its subsidiaries
is bound or affected; except in the case of each of clauses (ii), (iii) and (iv), such as could not reasonably be expected to result
in a Material Adverse Effect.


 


(t) No Consents Required.
No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental
or regulatory authority having authority over the Company is required for the execution, delivery and performance by the Company
of this Agreement, and the consummation by the Company of the transactions contemplated by this Agreement, except for (i) the registration
of the Shares and the Warrants under the Securities Act and (ii) such consents, approvals, authorizations, orders and registrations
or qualifications as may be required by FINRA and under applicable state securities laws in connection with the Exchange Offer
and Consent Solicitation (collectively, the “Required Approvals”).


 


(u) Legal Proceedings. There
is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened
against or affecting the Company, any of its subsidiaries or any of their respective properties before or by any court, arbitrator,
governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Shares
or (ii) could, if there were an unfavorable decision, reasonably be expected to result in a Material Adverse Effect. Neither the
Company nor any of its subsidiaries, nor any director or officer thereof, is the subject of any Action involving a claim of violation
of or liability under federal or state securities laws or a claim of breach of fiduciary duty. The Commission has not issued any
stop order or other order suspending the effectiveness of any registration statement filed by the Company or any of its subsidiaries
under the Exchange Act or the Securities Act.


 






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(v) Independent Accountants.
Deloitte & Touche LLP, who has certified certain financial statements of the Company and its subsidiaries, is an independent
registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations
adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.


 


(w) Title to Real and Personal
Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid and marketable rights
to lease or otherwise use, all real property and all personal property that is material to the business of the Company and its
subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property
and do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries,
(ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made in accordance with GAAP,
and the payment of which is neither delinquent nor subject to penalties and (iii) Liens securing obligations of certain of the
Company’s subsidiaries under the Credit Agreement. Any real property and facilities held under lease by the Company and its
subsidiaries that is material to the business of the Company and its subsidiaries are held by them under valid, subsisting and
enforceable leases with which the Company and its subsidiaries are in compliance.


 


(x) Intellectual Property.
The Company and its subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,
service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar
rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the
failure to do so could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None
of, and neither the Company nor any of its subsidiaries has received a notice (written or otherwise) that any of, the Intellectual
Property Rights has expired, terminated or been abandoned. Neither the Company nor any of its subsidiaries has received, since
the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has
any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any person. To the knowledge of the
Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of
the Intellectual Property Rights that could reasonably be expected to result in an Material Adverse Effect. The Company and its
subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual
properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.


 






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(y) Data Privacy. The
Company and its subsidiaries have operated their business in material compliance with all applicable privacy, data security and
data protection laws and regulations applicable to the receipt, collection, handling, processing, sharing, transfer, usage, disclosure
and storage of personally identifiable information, financial and other highly confidential information and data that the Company
or its subsidiaries receive, collect, handle, process, share, transfer, use, disclose, or store in the operation of their respective
businesses (collectively, “Personal and Device Data”), except where any failures to comply would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries have, and are in compliance with their,
policies and procedures designed to ensure the Company and its subsidiaries comply in all material respects with such privacy,
data security and data protection laws. To the knowledge of the Company, the Company has not experienced any security incident
that has resulted in unauthorized third-party acquisition of, or access to, Personal and Device Data, except where any such incidents
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(z) No Undisclosed Relationships.
No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the
directors, officers, shareholders or other affiliates of the Company or any of its subsidiaries, on the other, that is required
by the Securities Act to be described in each of the Pre-Effective Registration Statement, the Registration Statement, the Preliminary
Prospectus and the Prospectus and that is not so described in such documents.


 


(aa) Investment Company Act.
The Company is not, and after giving effect to the consummation of the Exchange Offer or the Consent Solicitation will not
be, required to register as an “investment company” or an entity “controlled” by an “investment company”
within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder
(collectively, the “Investment Company Act”).


 


(bb) Taxes. Except for
matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect,
the Company and its subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income
and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject and (ii) has paid all taxes
and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports
and declarations. The term “taxes” mean all federal, state, local, foreign, and other net income, gross income, gross
receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment,
excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments, or
charges of any kind whatsoever, together with any interest and any penalties, additions to tax, or additional amounts with respect
thereto. The term “returns” means all returns, declarations, reports, statements, and other documents required to be
filed in respect to taxes.


 






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(cc) Licenses and Permits.
The Company and its subsidiaries possess all licenses, sub-licenses, certificates, permits and other authorizations issued
by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory
authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses
as described in each of the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the
Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect; and except as described in each of the Pre-Effective Registration Statement, the Registration
Statement, the Preliminary Prospectus and the Prospectus, neither the Company nor any of its subsidiaries has received notice of
any revocation or modification of any such license, sub-license, certificate, permit or authorization or has any reason to believe
that any such license, sub-license, certificate, permit or authorization will not be renewed in the ordinary course.


 


(dd) No Labor Disputes. No
labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which
could reasonably be expected to result in a Material Adverse Effect. The Company and its subsidiaries are in compliance with all
U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions
of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


(ee) Certain Environmental
Matters. The Company and its subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to
pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or
subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,
contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment,
or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of
Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses,
notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental
Laws”); (ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws
to conduct their respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or
approval where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually
or in the aggregate, a Material Adverse Effect.


 






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(ff) Compliance with ERISA.
(i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any
entity, whether or not incorporated, that is under common control with the Company within the meaning of Section 4001(a)(14) of
ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Internal
Revenue Code of 1986, as amended (the “Code”)) would have any liability (each, a “Plan”)
has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations,
including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or
Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative
exemption; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no Plan
has failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning
of Section 302 of ERISA or Section 412 of the Code) applicable to such Plan; (iv) no Plan is, or is reasonably expected to be,
in “at risk status” (within the meaning of Section 303(i) of ERISA) and no Plan that is a “multiemployer plan”
within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within
the meaning of Sections 304 and 305 of ERISA); (v) the fair market value of the assets of each Plan exceeds the present value of
all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable
event” (within the meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably
expected to occur; (vii) each Plan that is intended to be qualified under Section 401(a) of the Code is subject to a favorable
determination letter or advisory opinion, as applicable, from the Internal Revenue Service, and nothing has occurred, whether by
action or by failure to act, that, to the best knowledge of the Company, is reasonably likely to result in the revocation of any
such determination or opinion, as applicable; and (viii) none of the following events has occurred or is reasonably likely to occur:
(A) a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or its Controlled
Group affiliates in the current fiscal year of the Company and its Controlled Group affiliates compared to the amount of such contributions
made in the Company’s and its Controlled Group affiliates’ most recently completed fiscal year; or (B) a material increase
in the Company and its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of
Accounting Standards Codification Topic 715-60) compared to the amount of such obligations in the Company and its subsidiaries’
most recently completed fiscal year, except in each case with respect to the events or conditions set forth in (i) through (viii)
hereof, as would not, individually or in the aggregate, have a Material Adverse Effect.


 






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(gg) Sarbanes-Oxley; Internal
Accounting Controls. Except as disclosed in the Preliminary Prospectus and Prospectus (A) the Company and its subsidiaries
are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date
hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the
date hereof, as of the Commencement Date and as of the Exchange Date; (B) the Company and its subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with
management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance
with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the
existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (C) the Company and
its subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
for the Company and its subsidiaries and designed such disclosure controls and procedures to ensure that information required to
be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated
the effectiveness of the disclosure controls and procedures of the Company and its subsidiaries as of the end of the period covered
by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company
presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the
effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation
Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act)
of the Company and its subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control
over financial reporting of the Company and its subsidiaries.


 


(hh) Material Weaknesses.
Based on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c)
of the Exchange Act, except as disclosed in the Pre-Effective Registration Statement, the Registration Statement, the Preliminary
Prospectus and the Prospectus, there are no material weaknesses in the Company’s internal controls. The Company’s auditors
and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material
weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably
likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii)
any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s
internal controls over financial reporting.


 


(ii) eXtensible Business Reporting
Language. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration
Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s
rules and guidelines applicable thereto.


 


(jj) Insurance. The Company
and its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts
as are customary in the businesses in which the Company and its subsidiaries are engaged, including, but not limited to, directors
and officers insurance coverage. Neither the Company nor any of its subsidiaries has any reason to believe that it will not be
able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers
as may be necessary to continue its business without a significant increase in cost, except as could not reasonably be expected
to have a Material Adverse Effect.


 






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(kk) No Unlawful Payments.
Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of its subsidiaries
nor, to the knowledge of the Company, any agent, affiliate or other person acting on behalf of the Company or any of its subsidiaries
has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political
activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment
or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or
of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing,
or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision
of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention
on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery
Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested
or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff,
influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted,
maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance
with all applicable anti-bribery and anti-corruption laws.


 


(ll) Compliance with Anti-Money
Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance
in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions
Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively,
the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering
Laws is pending or, to the knowledge of the Company, threatened.


 


(mm) No Conflicts with Sanctions
Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company,
any agent, affiliate or person acting on behalf of the Company or any of its subsidiaries is currently the subject or the target
of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control
of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a
“specially designated national” or “blocked person”), the United Nations Security Council, the European
Union, Her Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor is
the Company, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of
Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria and Crimea (each, a “Sanctioned Country”).
For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any
dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of
Sanctions or with any Sanctioned Country.


 






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(nn) No Restrictions on Subsidiaries.
Except as described in the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the
Prospectus, no subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument
to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s
capital stock or similar ownership interest, from repaying to the Company any loans or advances to such subsidiary from the Company
or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.


 


(oo) No Solicitation. The
Company has not paid or agreed to pay to any person any compensation for (i) soliciting another to purchase any of its securities
or (ii) soliciting tenders or Consents by holders of Warrants pursuant to the Exchange Offer (except as contemplated in this
Agreement).


 


(pp) No Registration Rights.
Except as described in the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the
Prospectus, no person has the right to require the Company or any of its subsidiaries to register any securities for sale under
the Securities Act by reason of the filing of the Pre-Effective Registration Statement or the Registration Statement with the Commission.


 


(qq) No Stabilization. The
Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in
any stabilization or manipulation of the price of any security of the Company to facilitate the Exchange Offer.


 


(rr) Forward-Looking Statements.
No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act)
included in any of the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus or the Prospectus
has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.


 


(ss) Statistical and Market
Data. Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related
data included in each of the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the
Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.


 


(tt) Sarbanes-Oxley Act.
There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities
as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations promulgated in
connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.


 


(uu) Registration Fees.
The Company has paid the registration fee for Registration Statement pursuant to Rule 456(a) under the Securities Act or will pay
such fee within the time period required by such rule and in any event prior to the Exchange Date.


 






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(vv) No Ratings. There
are (and prior to the Exchange Date, will be) no debt securities or preferred stock issued or guaranteed by the Company or any
of its subsidiaries that are rated by a “nationally recognized statistical rating organization”, as such term is defined
under Section 3(a)(62) under the Exchange Act.


 


(ww) Any certificate signed by
any officer of the Company and delivered to the Dealer Manager or counsel for the Dealer Manager in connection with the Exchange
Offer shall be deemed a representation and warranty by the Company as to matters covered thereby to the Dealer Manager.


 


4.
Representations, Warranties and Agreements of the Dealer Manager. The Dealer Manager hereby represents, warrants
and agrees that the Dealer Manager will not (1) cause to be disseminated to holders, dealers or the public any written
material for or in connection with the Exchange Offer or Consent Solicitation other than one or more of the Offering Documents,
or (2) make any public oral communications relating to the Exchange Offer or the Consent Solicitation that have not been previously
approved by the Company except as contemplated in the penultimate sentence of Section 6 of
this Agreement.


 


5.
Agreements. The Company agrees with the Dealer Manager that:


 


(a) The Company will furnish
to the Dealer Manager and to counsel for the Dealer Manager, without charge, during the period beginning on the Commencement Date
and continuing to and including the Exchange Date, copies of the Offering Documents and any amendments and supplements thereto
in such quantities as the Dealer Manager may reasonably request.


 


(b) Prior to the termination
of the Exchange Offer and the Consent Solicitation, the Company will not file any amendment to the Pre-Effective Registration Statement
or the Registration Statement or supplement to the Preliminary Prospectus or the Prospectus (other than an amendment or supplement
as a result of filings by the Company under the Exchange Act of documents incorporated by reference therein) unless the Company
has furnished the Dealer Manager a copy of such proposed amendment or supplement, as applicable, for its review prior to filing
and will not file any such proposed amendment or supplement to which the Dealer Manager reasonably objects. Subject to the foregoing
sentence, if the Registration Statement has become or becomes effective, or filing of the Preliminary Prospectus or the Prospectus
is otherwise required under the Securities Act or the Exchange Act and the rules and regulations of the Commission thereunder,
the Company will cause the Preliminary Prospectus or the Prospectus, properly completed, and any supplement thereto to be filed
with the Commission pursuant to the applicable paragraph of Rule 424(b) or in an amendment to the Registration Statement, whichever
is applicable, within the time period prescribed. The Company will promptly advise the Dealer Manager (i) when the Registration
Statement, and any amendment thereto, shall have become effective, (ii) when the Preliminary Prospectus or the Prospectus,
and any supplement thereto or any document incorporated therein, shall have been filed (if required) with the Commission, (iii) when,
prior to termination of the Exchange Offer and the Consent Solicitation, any amendment to the Registration Statement shall have
been filed or become effective, (iv) of any request by the Commission or its staff for any amendment of the Pre-Effective
Registration Statement or the Registration Statement or supplement to the Preliminary Prospectus or the Prospectus or for any additional
information, (v) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the
Preliminary Prospectus or the Prospectus, or the initiation or threatening of any proceeding for any such purpose, and (vi) of
the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any
jurisdiction within the United States or the initiation or threatening of any proceeding for such purpose. In the event of the
issuance of any such stop order or of any such order preventing or suspending the use of the Preliminary Prospectus or the Prospectus,
the Company will use its reasonable best efforts to obtain its withdrawal. The Company agrees to use its reasonable best efforts
to cause the Registration Statement to become effective as soon as practicable and as much in advance of the Expiration Date as
practicable.


 






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(c) The Company will comply with
the Securities Act and the Exchange Act and the rules and regulations of the Commission thereunder so as to permit the completion
of the distribution of the Shares issued in the Exchange Offer and Consent Solicitation, as contemplated by this Agreement, the
Registration Statement and the Prospectus. If, at any time when a prospectus relating to the Exchange Offer or Consent Solicitation
is required to be delivered under the Securities Act or the Exchange Act and the rules and regulations of the Commission thereunder,
any event occurs as a result of which the Offering Documents, as then amended or supplemented, would include any untrue statement
of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or if it should be necessary to amend or supplement the Offering Documents to comply
with applicable law, the Company will promptly: (i) notify the Dealer Manager of any such event or non-compliance at which time
the Dealer Manager shall be entitled to cease soliciting tenders until such time as the Company has complied with clause (iii)
of this sentence; (ii) subject to the requirements of the first sentence of the above paragraph (b), prepare an amendment
or supplement that will correct such statement or omission or effect such compliance; and (iii) supply any such amendment or supplement
to the Dealer Manager and counsel for the Dealer Manager without charge in such quantities as the Dealer Manager may reasonably
request. The Company will also promptly inform the Dealer Manager of any litigation or administrative action with respect to the
Exchange Offer.


 


(d) The Company agrees to advise
the Dealer Manager promptly of (i) any proposal by the Company to withdraw, rescind or modify the Offering Documents or to
withdraw, rescind or terminate the Exchange Offer or the Consent Solicitation or the exercise by the Company of any right not to
exchange the Warrants pursuant to the Exchange Offer or the Consent Solicitation, (ii) its awareness of the issuance of a
stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use by the Commission or
any other regulatory authority, or the institution or threatening of any proceedings for that purpose (and will promptly furnish
the Dealer Manager with a copy of any such order), (iii) its awareness of the occurrence of any development that could reasonably
be expected to result in a Material Adverse Change relating to or affecting the Exchange Offer or the Consent Solicitation and
(iv) any other non-privileged information relating to the Exchange Offer, the Consent Solicitation, the Offering Documents
or this Agreement which the Dealer Manager may from time to time reasonably request.


 






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(e) The Company will make generally
available to its security holders and the Dealer Manager as soon as practicable an earning statement that satisfies the provisions
of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve
months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule
158) of the Registration Statement.


 


(f) The Company will arrange,
if necessary, for the qualification of the Shares for offer or sale in connection with the Exchange Offer under the laws of such
jurisdictions as the Dealer Manager may designate and will maintain such qualifications in effect so long as required for such
offer or sale; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction in
which it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising
out of the offering or sale of the Shares in connection with the Exchange Offer, in any jurisdiction in which it is not now so
subject. The Company will promptly advise the Dealer Manager of the receipt by the Company of any notification with respect to
the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding
for such purpose.


 


(g) Prior to the termination
of the Exchange Offer, the Company will not, and will not permit any of its Affiliates to, resell any Shares that have been acquired
by them. The Company will cause all Warrants accepted in the Exchange Offer to be cancelled.


 


(h) The Company will cooperate
with the Dealer Manager to permit the Shares to be eligible for clearance and settlement through The Depository Trust Company.


 


(i) The Company agrees not to
exchange any Warrants during the period beginning on the Commencement Date and ending on the Exchange Date except pursuant to and
in accordance with the Exchange Offer, the Consent Solicitation or as otherwise agreed to in writing by the parties hereto and
permitted under applicable laws and regulations.


 


(j) None of the Company, its
Affiliates or any person acting on its or their behalf will take, directly or indirectly, any action that is designed to cause
or result, or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation
of the price of any security of the Company to facilitate the sale of the Shares or the tender of Warrants in the Exchange Offer.


 






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(k) The Company has arranged
for Morrow Sodali LLC to serve as Information Agent and for Continental Stock Transfer & Trust Company to serve as Exchange
Agent and authorizes the Dealer Manager to communicate with each of the Information Agent and the Exchange Agent to facilitate
the Exchange Offer and the Consent Solicitation.


 


(l) The Company will comply in
all material respects with the Securities Act and the Exchange Act and the rules and regulations of the Commission thereunder,
including Rule 13e-4 and Rule 14e-1 under the Exchange Act (including taking the actions necessary to ensure that the procedural
requirements of Rule 14e-1 are satisfied), in connection with the Exchange Offer, the Consent Solicitation, the Offering Documents
and the transactions contemplated hereby and thereby. The Company will file with the Commission pursuant to Rule 13e-4(c)(1) under
the Exchange Act (or Rule 425 under the Securities Act) or otherwise all written communications made by the Company or any affiliate
of the Company in connection with or relating to the Exchange Offer or the Consent Solicitation that are required to be filed with
the Commission, in each case on the date of their first use.


 


(m) The Company agrees to pay
the costs and expenses relating to the transactions contemplated hereunder, including without limitation the following: (i) the
preparation of this Agreement, the issuance of the Shares and the fees of the Information Agent and any exchange agent; (ii) the
preparation, printing or reproduction of the Offering Documents and each amendment or supplement thereto; (iii) the printing (or
reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the
Offering Documents (and all amendments or supplements thereto) as may, in each case, be reasonably requested for use in connection
with the Exchange Offer; (iv) the preparation, printing, authentication, issuance and delivery of certificates for the Shares,
including any stamp or transfer taxes in connection with the original issuance and sale of the Shares; (v) the printing (or reproduction)
and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered
in connection with the Exchange Offer; (vi) any registration or qualification of the Shares for offer and sale under the blue sky
laws of the several states or any non-U.S. jurisdiction; (vii) transportation and other expenses incurred by or on behalf of Company
representatives in connection with presentations to prospective participants in the Exchange Offer; (viii) the fees and expenses
of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company;
(ix) fees and expenses incurred in connection with listing the Shares on the New York Stock Exchange; and (x) all other costs and
expenses incident to the performance by the Company of its obligations hereunder and in connection with the Exchange Offer.


 


(n) The Company will promptly
notify the Dealer Manager if the Company ceases to be an Emerging Growth Company at any time prior to the Exchange Date.


 






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6.
Conditions to the Obligations of the Dealer Manager. The obligations of the Dealer Manager under this Agreement shall
be subject to the accuracy of the representations and warranties on the part of the Company contained herein at the Commencement
Date, any date on which Offering Documents are distributed to holders of the Warrants, the Effective Date, the Expiration Date
and the Exchange Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof,
to the performance by the Company of its obligations hereunder and to the following additional conditions:


 


(a) The Registration Statement
shall have become effective on or prior to the Expiration Date.


 


(b) As of the Exchange Date,
no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued
and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company, threatened by the Commission;
and the Prospectus shall have been timely filed with the Commission under the Securities Act; and all requests by the Commission
for additional information shall have been complied with to the reasonable satisfaction of the Dealer Manager.


 


(c) At the Commencement Date
and the Exchange Date, the Company shall have requested and caused an opinion and negative assurance letter of Davis Polk &
Wardwell LLP, counsel to the Company, dated the Commencement Date or Exchange Date, as applicable, in form and substance reasonably
satisfactory to the Dealer Manager to have been delivered to the Dealer Manager, in each case addressed to, and in form and substance
satisfactory to, the Dealer Manager.


 


(d) At the Commencement Date
and the Exchange Date, the Dealer Manager shall have received from Kirkland & Ellis LLP, counsel for the Dealer Manager, such
opinion and negative assurance letter, in each case addressed to the Dealer Manager with respect to the Exchange Offer, as the
Dealer Manager may reasonably require, and the Company shall have furnished to such counsel such documents as they request for
the purposes of enabling them to pass upon such matters.


 


(e) At the Exchange Date, the
Company shall have furnished to the Dealer Manager a certificate of the Company, signed by the Chairman of the Board or the President
and the principal financial or accounting officer of the Company, dated as of the Exchange Date, to the effect that the signers
of such certificate have carefully examined the Offering Documents, any amendment or supplement to the Offering Documents and this
Agreement and that:


 


(i) the representations and warranties
of the Company in this Agreement are true and correct as of the Exchange Date with the same effect as if made on the Exchange Date,
and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied
hereunder at or prior to the Exchange Date;


 


(ii)  no stop order suspending
the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened
by the Commission; and


 






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(iii) since the date of the most
recent financial statements included or incorporated by reference in the Offering Documents (exclusive of any amendment or supplement
thereto), there has been no Material Adverse Change, except as set forth in or contemplated in the Offering Documents (exclusive
of any amendment or supplement thereto).


 


(f) At each of the Commencement
Date and the Exchange Date, the Company shall have requested and caused Deloitte & Touche LLP to furnish to the Dealer Manager
letters, dated respectively as of the Commencement Date and the Exchange Date, in form and substance reasonably satisfactory to
the Dealer Manager. At each of the Commencement Date and the Exchange Date, the Company shall have furnished to the Dealer Manager
a certificate, dated respectively as of the Commencement Date and the Exchange Date, and addressed to the Dealer Manager, of its
chief financial officer with respect to certain financial data contained in the Preliminary Prospectus and the Prospectus, providing
“management comfort” with respect to such information, in form and substance reasonably satisfactory to the Dealer
Manager.


 


(g) Subsequent to the Commencement
Date or, if earlier, the dates as of which information is given in the Offering Documents (exclusive of any amendment or supplement
thereto), there shall not have been (i) any change or decrease specified in the letters referred to in paragraph (f) of this Section
6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise),
prospects, earnings, business or properties the Company and its subsidiaries, taken as a whole, whether or not arising from transactions
in the ordinary course of business, except as set forth in or contemplated in the Offering Documents (exclusive of any amendment
or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the reasonable judgment
of the Dealer Manager, so material and adverse as to make it impractical or inadvisable to market or deliver the Shares or solicit
tenders of Warrants as contemplated by the Offering Documents (exclusive of any amendment or supplement thereto).


 


(i) Prior to the Exchange Date,
the Company shall have obtained all consents, approvals, authorizations and orders of, and shall have duly made all registrations,
qualifications and filing with, any court or regulatory authority or other governmental agency or instrumentality required in connection
with the making and consummation of the Exchange Offer and the execution, delivery and performance of this Agreement.


 


(j) Prior to the Exchange Date,
the Company shall have delivered to the Dealer Manager and its counsel such further information, certificates and documents as
they may reasonably request.


 


(k) Prior to the Exchange Date,
the Shares shall have been approved for listing, subject to notice of issuance, on the New York Stock Exchange.


 






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If (i) any of the conditions specified
in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or (ii) any of the opinions and certificates
mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Dealer Manager
and its counsel, this Agreement and all obligations of the Dealer Manager hereunder may be cancelled by the Dealer Manager at,
or at any time prior to, the Exchange Date. In such event, the Dealer Managers shall be entitled to publicly disclose the cancellation
of its participation in the Exchange Offer via press release, subject to prior notification of the Company. Notice of such
cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.


 


7.
Indemnification and Contribution.


 


(a) The Company agrees to indemnify
and hold harmless the Dealer Manager, the directors, officers, employees and agents of the Dealer Manager and each person who controls
the Dealer Manager within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages
or liabilities, joint or several, to which the Dealer Manager may become subject under the Securities Act, the Exchange Act or
other federal, state or foreign statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) relate to, arise out of, or are based upon (1) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), or the omission
or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein
not misleading, (2) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus,
the Prospectus, the accompanying letter of transmittal and consent, the Schedule TO, the Rule 165 Material, the notice of guaranteed
delivery, and all other documents filed or to be filed with any federal, state or local government or regulatory agency or authority
in connection with the Exchange Offer or the Consent Solicitation, each as prepared or approved by the Company, or the omission
or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading, (3) the Company’s failure to make or consummate the Exchange Offer or the withdrawal,
rescission, termination, amendment or extension of the Exchange Offer or any failure on the Company’s part to comply with
the terms and conditions contained in the Offering Documents, (4) any action or failure to act by the Company or its respective
directors, officers, agents or employees or by any indemnified party at the request or with the consent of the Company, or (5)
otherwise related to or arising out of the Dealer Manager’s engagement hereunder or any transaction or conduct in connection
therewith, except that clauses (3), (4) and (5) shall not apply with respect to the portion of any losses that are finally judicially
determined by a court of competent jurisdiction to have resulted primarily from the bad faith, gross negligence or willful misconduct
of such indemnified party, and in the case of clause (1), (2), (3) or (4) of this sentence, the Company agrees to reimburse each
such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating
or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable
in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement
or alleged untrue statement or omission or alleged omission made in the Offering Documents, or in any amendment thereof or supplement
thereto, in reliance upon and in conformity with the Dealer Manager Information. This indemnity agreement will be in addition to
any liability that the Company may otherwise have.


 






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(b) The Dealer Manager agrees
to indemnify and hold harmless the Company, each of its directors and officers, and each person who controls the Company within
the meaning of the Securities Act or the Exchange Act to the same extent as the foregoing indemnity from the Company to the Dealer
Manager, but only with reference to the Dealer Manager Information. This indemnity agreement will be in addition to any liability
that the Dealer Manager may otherwise have.


 


(c) Promptly after receipt by
an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim
in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing
of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph
(a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture
by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from
any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The
indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the
indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local
counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided,
however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s
election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall
have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees,
costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those
available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified
party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying
party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying
party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless
such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out
of such claim, action, suit or proceeding.


 






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(d) In the event that the indemnity
provided in paragraph (a) or (b) of this Section 7 is unavailable to or insufficient to hold harmless an indemnified party for
any reason, the Company and the Dealer Manager agree to contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively, the “Losses”)
to which the Company and the Dealer Manager may be subject in such proportion as is appropriate to reflect the relative benefits
received by the Dealer Manager on the one hand and the Company on the other from the Exchange Offer. If the allocation provided
by the immediately preceding sentence is unavailable for any reason, the Company and the Dealer Manager shall contribute in such
proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand
and of the Dealer Manager on the other in connection with the statements, omissions, actions or failure to act that resulted in
such Losses, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand
and the Dealer Manager on the other shall be deemed to be in the same proportion as the total value paid or proposed to be paid
to holders of Warrants pursuant to the Exchange Offer and the Consent Solicitation (whether or not consummated) bears to the fees
actually received by the Dealer Manager pursuant to Section 2 hereof (exclusive of amounts paid for reimbursement of expenses or
paid under this Agreement). For purposes of the preceding sentence, the total value paid or proposed to be paid to holders of Warrants
pursuant to the Exchange Offer and the Consent Solicitation shall equal (i) if the Exchange Offer or the Consent Solicitation
is consummated, the total market value of the Shares (as of the Expiration Date) issued, and the cash consideration paid, in the
Exchange Offer and the Consent Solicitation, or (ii) if the Exchange Offer and the Consent Solicitation is not consummated,
the total market value (as of the date when the Exchange Offer is terminated or otherwise withdrawn by the Company) of the Shares
issuable, and the cash consideration payable, in the Exchange Offer and the Consent Solicitation, based on the maximum number of
Warrants that could be exchanged in the Exchange Offer and the Consent Solicitation as described in the Preliminary Prospectus
Supplement or Prospectus immediately before the termination or withdrawal of the Exchange Offer and the Consent Solicitation. Relative
fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact or any other alleged conduct relates to information provided
by the Company or other conduct by the Company on the one hand or the Dealer Manager on the other, the intent of the parties and
their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company
and the Dealer Manager agree that it would not be just and equitable if contribution were determined by pro rata allocation or
any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding anything
to the contrary above (other than with respect to uncovered losses), in no event shall Evercore Group L.L.C. be responsible under
this paragraph for any amounts in excess of the amount of the compensation actually paid by the Company to Evercore Group L.L.C.
in connection with the engagement (exclusive of amounts paid for reimbursement of expenses under the Agreement, including this
Section 7, and amounts paid under this Section 7). Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person who controls the Dealer Manager
within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of the Dealer
Manager shall have the same rights to contribution as such Dealer Manager, and each person who controls the Company within the
meaning of either the Securities Act or the Exchange Act and each officer and director of the Company shall have the same rights
to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).


 






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8.
Non-Disclosure. The Company shall not disclose the provisions of this Agreement to any other person without the prior
written consent of the Dealer Manager, unless the Company reasonably determines that the failure to make such disclosure would
violate applicable law.


 


9.
Certain Acknowledgments. The Company understands that you and your affiliates (together, the “Group”)
are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading,
corporate and investment banking and research). Members of the Group and businesses within the Group generally act independently
of each other, both for their own account and for the account of clients. Accordingly, there may be situations where parts of the
Group and/or their clients either now have or may in the future have interests, or take actions, that may conflict with our interests.
For example, the Group may, in the ordinary course of business, engage in trading in financial products or undertake other investment
businesses for their own account or on behalf of other clients, including, but not limited to, trading in or holding long, short
or derivative positions in securities, loans or other financial products of the Company or other entities connected with the Exchange
Offer.


 


In recognition of the foregoing, the Company
agrees that the Group is not required to restrict its activities as a result of this engagement, and that the Group may undertake
any business activity without further consultation with or notification to the Company. Neither this Agreement, the receipt by
the Group of confidential information nor any other matter shall give rise to any fiduciary, equitable or contractual duties (including
without limitation any duty of trust or confidence) that would prevent or restrict the Group from acting on behalf of other customers
or for its own account. Furthermore, the Company agrees that neither the Group nor any member or business of the Group is under
a duty to disclose to the Company or use on behalf of the Company any information whatsoever about or derived from those activities
or to account for any revenue or profits obtained in connection with such activities. However, consistent with the Group’s
long-standing policy to hold in confidence the affairs of its customers, the Group will not use confidential information obtained
from the Company except in connection with its services to, and its relationship with the Company.


 






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The Company hereby acknowledges that you are
acting as principal and not as a fiduciary of the Company and the Company’s engagement of you in connection with the transactions
contemplated herein is as an independent contractor, on an arms-length basis under this Agreement with duties solely to the Company,
and not in any other capacity including as a fiduciary. Neither this Agreement, your performance hereunder nor any previous or
existing relationship between the Company and any member of or business within the Group will be deemed to create any fiduciary
relationship. Neither this engagement, nor the delivery of any advice in connection with this engagement, is intended to confer
rights upon any persons not a party hereto (including security holders, employees or creditors of the Company) as against the Group
or their respective directors, officers, agents and employees. Furthermore, the Company agrees that it is solely responsible for
making its own judgments in connection with the transactions contemplated herein (irrespective of whether any member of or business
within the Group has advised or is currently advising the Company on related or other matters).


 


10.
Termination; Representations, Acknowledgments and Indemnities to Survive.


 


(a) Subject to clause (c) below,
this Agreement may be terminated by the Company, at any time upon notice to the Dealer Manager, if (i) at any time prior to the
Exchange Date, the Exchange Offer and the Consent Solicitation is terminated or withdrawn by the Company for any reason, or (ii)
the Dealer Manager does not comply with all of its covenants under this Agreement.


 


(b) Subject to clause (c) below,
this Agreement may be terminated by the Dealer Manager, at any time upon notice to the Company, if (i) at any time prior to the
Exchange Date, the Exchange Offer and the Consent Solicitation is terminated or withdrawn by the Company for any reason, (ii) the
Company does not comply in all material respects with any covenant specified in Section 1, (iii) the Company shall publish, send
or otherwise distribute any amendment or supplement to the Offering Documents to which the Dealer Manager shall reasonably object
or which shall be reasonably disapproved by the counsel to the Dealer Manager or (iv) the Dealer Manager cancels the Agreement
pursuant to Section 6.


 


(c) The respective agreements, representations,
warranties, acknowledgments, indemnities and other statements of the Company or its officers and of the Dealer Manager set forth
in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf
of the Dealer Manager or the Company or any of the officers, directors or controlling person of the Company, and will survive delivery
of and payment for the Shares. The provisions of Section 2, Section 5(m), Section 7, and Section 17 hereof, and this Section 10(c),
shall survive the termination or cancellation of this Agreement.


 


11.
Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)), the Dealer Manager is required to obtain, verify and record information that identifies
its clients, including the Company, which information may include the name and address of its clients, as well as other information
that will allow the Dealer Manager to properly identify its clients.


 






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12.
Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Dealer
Manager, will be mailed or delivered to Evercore Group L.L.C. at 55 East 52nd Street, New York, New York 10055, with a copy to
(which shall not consitute notice) Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attention: Christian
O. Nagler and Aslam A. Rawoof; or, if sent to the Company, will be mailed or delivered to 7990 Auburn Road, Concord Township, Ohio
44077, Attention: Michele Smolin, with a copy to (which shall not consitute notice) Davis Polk & Wardwell LLP, 450 Lexington
Avenue, New York, New York 10017, Attention: John Meade.


 


13.
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling persons referred to in Section 7 hereof, and, except as expressly set
forth in Section 5(h) hereof, no other person will have any right or obligation hereunder.


 


14.
Submission to Jurisdiction. The Company hereby submits to the jurisdiction of the U.S. federal and New York state
courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement
or the transactions contemplated hereby. The Company waives any objection which it may now or hereafter have to the laying of venue
of any such suit or proceeding in such courts. The Company agrees that final judgment in any such suit, action or proceeding brought
in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which the
Company is subject by a suit upon such judgment. The Company hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to the Company at the address in effect for notices to it under this Agreement and agrees
that such service shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding.


 


15.
Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New
York applicable to contracts made and to be performed within the State of New York.


 


16.
Waiver of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding
arising out of or relating to this Agreement.


 


17.
Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard
form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.
The words “execution,” “signed,” “signature,” and words of like import in this Agreement or
in any other certificate, agreement or document related to this Agreement, if any, shall include images of manually executed signatures
transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”)
and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic
records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored
by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of
a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including,
without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


 






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18.
Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.


 


19.
Definitions. The following terms, when used in this Agreement, shall have the meanings indicated.


 


“Affiliate” shall have
the meaning specified in Rule 501(b) of Regulation D.


 


“Business Day” shall mean
any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized
or obligated by law to close in The City of New York.


 


“Class A Common Stock”
means the Class A common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities
may hereafter be reclassified or changed.


 


“Commencement Date” shall
mean the date of commencement (as defined in Rule 13e-4 under the Exchange Act) of the Exchange Offer.


 


“Commission” shall mean
the U.S. Securities and Exchange Commission.


 


“Credit Agreement” means
the First Lien Credit Agreement, dated June 3, 2019 among Ranger Pledgor LLC, the financial institutions party thereto, and Goldman
Sachs Lending Partners LLC, as administrative agent, as amended by Amendment No. 1 to the First Lien Credit Agreement, dated February
14, 2020, by and among Ranger Packaging LLC, Ranpak B.V., Ranger Pledgor LLC, the financial institutions party thereto, and Goldman
Sachs Lending Partners LLC, as administrative agent, as amended, supplemented or otherwise modified;


 


“Effective Date” shall
mean the time the Registration Statement is declared effective under the Securities Act.


 


“Exchange Act” shall mean
the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.


 


“Exchange Date” shall mean
the date on which the Company issues the Shares in exchange for the Warrants pursuant to the Exchange Offer.


 


“Expiration Date” shall
mean 11:59 p.m., Eastern Daylight Time on September 2, 2020, as may be extended by the Company in its sole discretion.


 


“FINRA” shall mean the
Financial Industry Regulatory Authority, Inc.


 


“Information Agent” shall
mean D.F. King & Co., Inc.


 


“Liens” means a lien, charge,
pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 






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“Material Adverse Change”
shall mean, with respect to the Company, any change that is materially adverse to the condition (financial or otherwise), prospects,
earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions
in the ordinary course of business.


 


“Material Adverse Effect”
means (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse
effect on the results of operations, assets, business or condition (financial or otherwise) of the Company and its subsidiaries,
taken as a whole or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely
basis its obligations under any Transaction Document.


 


“Offering Documents” shall
mean the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus, the Prospectus, the accompanying
letter of transmittal and consent, the Schedule TO, the Rule 165 Material, the notice of guaranteed delivery, and all other documents
filed or to be filed with any federal, state or local government or regulatory agency or authority in connection with the Exchange
Offer or the Consent Solicitation, each as prepared or approved by the Company.


 


“Pre-Effective Registration Statement”
shall mean the registration statement, filed by the Company with the Commission registering the Exchange Offer under the Securities
Act, including exhibits thereto and any documents incorporated by reference therein or deemed part of such registration statement
pursuant to Rule 430C under the Securities Act, in the form in which it is initially filed with the Commission.


 


“Preliminary Prospectus”
shall mean the preliminary prospectus that is used prior to the filing of the Prospectus, as amended or supplemented from time
to time, including any documents incorporated in the Preliminary Prospectus by reference.


 


“Proceeding” means an action,
claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such
as a deposition), whether commenced or threatened.


 


“Prospectus” shall mean
the final prospectus included in the Registration Statement (including any documents incorporated in the Prospectus by reference),
except that if the final prospectus furnished to the Dealer Manager for use in connection with the Exchange Offer differs from
the prospectus set forth in the Registration Statement (whether or not such prospectus is required to be filed pursuant to Rule
424(b) under the Securities Act), the term “Prospectus” shall refer to the final prospectus furnished to the
Dealer Manager for such use.


 


“Registration Statement”
shall mean the registration statement filed by the Company with the Commission registering the Exchange Offer under the Securities
Act, including exhibits thereto and any documents incorporated by reference therein or deemed part of such registration statement
pursuant to Rule 430C under the Securities Act, in the form in which it becomes effective and, in the event of any amendment or
supplement thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) under the Securities Act relating
thereto after the effective date of such registration statement, shall also mean such registration statement as so amended or supplemented,
together with any such abbreviated registration statement.


 






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“Rule 165 Material” shall
mean any written communication made in connection with or relating to the Exchange Offer in reliance on Rule 165 of the Securities
Act, and filed by the Company with the Commission pursuant to Rule 425 under the Securities Act.


 


“Schedule TO” shall mean
the tender offer statement filed with the Commission on Schedule TO, including any documents incorporated by reference therein,
with respect to the Exchange Offer, including any amendment or supplement thereto.


 


“Securities Act” shall
mean the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.


 


“Trading Day” means a day
on which the principal Trading Market is open for trading.


 


“Trading Market” means
any of the following markets or exchanges on which the Class A Common Stock is listed or quoted for trading on the date in question:
the NYSE American or the New York Stock Exchange (or any successors to any of the foregoing).


 


“Transaction Documents”
means this Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder.


 


“U.S.” or the “United
States” shall mean the United States of America.


 




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If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance
shall represent a binding agreement between the Company and the Dealer Manager.


 


	 	Very truly yours,
	 	 
	 	RANPAK HOLDINGS CORP.
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:


 


	The foregoing Agreement is hereby	 
	confirmed and accepted as of the	 
	date first above written:	 
	 	 
	EVERCORE GROUP L.L.C.	 
	 	 
	By	 	 
	 	Name:	 
	 	Title:	 


 




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Schedule A


 


Dealer Manager Fee


 


The Fee paid to Evercore Group
L.L.C., as Dealer Manager, shall be equal to $1,000,000 if more than 65% of the public warrants are validity tendered and not withdrawn
in the Exchange Offer.


 


All
payments due under the Agreement to which this Schedule relates are to be made in U.S. Dollars, free and clear of, and without
deduction for, any set-off, claim or applicable taxes. The Company will pay such additional amount as will result in the Dealer
Manager receiving and retaining (after any deduction or withholding) an amount equal to the payment that would have been due if
no such deduction or withholding had been required or made. For this purpose, “taxes”
means all forms of taxation, duties (including stamp duty), levies, imposts, charges and withholdings (including any related or
incidental penalty, fine, interest or surcharge), in each case in the nature of a tax and imposed by a taxing authority,
and whether required by the law or regulations of the United States or elsewhere.


 


Capitalized
terms used, but not defined, herein shall have the meanings ascribed to them by the Agreement of which this exhibit is a part.