Exhibit 10.11


 


SECURITIES PURCHASE
AGREEMENT


  


This Securities Purchase
Agreement (this “Agreement”), dated as of February 15, 2018, is made and entered into by and between Terrapin
4 Sponsor Partnership, LLC, a limited liability company formed under the laws of the state of Delaware (the “Seller”)
and Nomura Securities International, Inc., a corporation formed under the laws of the state of New York (the “Purchaser”).


 


WHEREAS,
the Seller and Terrapin 4 Acquisition Corporation (the “Company”) entered into that certain Securities Subscription
Agreement, dated as of June 17, 2017 (the “Subscription Agreement”), pursuant to which the Company issued to
Seller 9,985,000 shares of the Company’s Class F common stock, par value $0.0001 per share (the “Class F Common
Stock”);


 


WHEREAS, the Seller
wishes to assign and sell an aggregate of 2,110,346 shares of Class F Common Stock (the “Shares”) to the Purchaser
and the Purchaser wishes to purchase the Shares; and


 


WHEREAS, the Purchaser
wishes to be bound by certain provisions of the Subscription Agreement.


 


NOW, THEREFORE,
in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other
good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending
to be legally bound, hereby agree as follows:


  


Section 1         Purchase
of Securities.    Seller hereby assigns and sells to the Purchaser, and Purchaser hereby purchases, the
Shares. Purchaser hereby agrees to pay on the date hereof an aggregate of FOUR THOUSAND, FIVE HUNDRED, EIGHTY-SEVEN DOLLARS AND
SEVENTY-ONE CENTS ($4,587.71), or approximately $0.0022 per share, in consideration of such purchase. The Seller shall take such
steps as are necessary to cause the Company to record such sale on the Company’s stock ledger (or the equivalent thereof).
Upon the request of the Purchaser, the Seller shall take reasonable steps to cause the Company to issue in the name of the Purchaser
one or more stock certificates representing the Shares.


  


Section 2         No
Conflicts.    Each party represents and warrants that neither the execution and delivery of this Agreement
by such party, nor the consummation or performance by such party of any of the transactions contemplated hereby, will with or without
notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under
or acceleration of performance of any obligation required under any agreement to which it is a party.


 


Section 3         Representations.    
Purchaser represents and warrants, with respect to itself only, as follows: Purchaser hereby acknowledges that an investment in
the Shares involves certain significant risks. Purchaser has no need for liquidity in its investment in the Shares for the foreseeable
future and is able to bear the risk of that investment for an indefinite period. Purchaser acknowledges and hereby agrees that
the Shares will not be transferable under any circumstances unless the Purchaser either registers the Shares in accordance with
federal and state securities laws or complies with an exemption under such laws. Purchaser further understands that any certificates
or other form of recordation evidencing the Shares bear a legend (as provided in the Subscription Agreement) referring to the foregoing
transfer restrictions. The Shares are being purchased solely for Purchaser's own account, for investment purposes only, and are
not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and Purchaser has
no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or
fractionalization. Purchaser has been given the opportunity to (i) ask questions of and receive answers from the Seller and
the Company concerning the terms and conditions of the Shares, and the business and financial condition of the Company and (ii) obtain
any additional information that the Seller possesses or can acquire without unreasonable effort or expense that is necessary to
assist Purchaser in evaluating the advisability of the receipt of the Shares and an investment in the Company. Purchaser is not
relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Purchaser
is an "accredited investor" as defined in Regulation D promulgated by the Securities and Exchange Commission under
the Securities Act of 1933, as amended.


 




     


     


    

 


Section 4         Assignment
of Rights and Shares.    Purchaser may assign its rights herein, and assign and sell the Shares, to affiliates
of the Purchaser, so long as such transferees agree to be bound by the terms of this Agreement and Sections 4, 5, 6.4 and 7 of
the Subscription Agreement. Other than an assignment by Purchaser to its affiliate, no party hereto may assign this Agreement or
any of its rights, interests, or obligations hereunder without the prior written approval of the other party.


 


Section 5         Purchaser’s
and Company’s Obligations. Purchaser hereby acknowledges that it has received executed copies of the Subscription Agreement
and is familiar with all of the terms set forth therein. Purchaser agrees to be bound by Sections 4, 5, 6.4 and 7 of the Subscription
Agreement, and the Company, pursuant to Section 6.6 of the Subscription Agreement, hereby consents to be bound by the same provisions
with respect to the Purchaser.


 


Section 6         Miscellaneous.    This
Agreement, together with the certificates, documents, instruments and writings that are delivered pursuant hereto, and the terms,
restrictions, obligations and rights set forth in Sections 4, 5, 6.4 and 7 of the Subscription Agreement, constitutes the entire
agreement and understanding of the parties hereto in respect of its subject matter. For purposes of clarification, the restrictions
contained in Section 5 of the Subscription Agreement shall not preclude assignments pursuant to Section 4 hereof. This Agreement
may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute
one and the same instrument. This Agreement may not be amended, modified or waived as to any particular provision, except by a
written instrument executed by all parties hereto. Seller agrees that it will not amend the provisions of the Subscription Agreement
in a manner that would aversely affect the Purchaser without the prior written consent of the Purchaser.


 


 


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IN WITNESS WHEREOF, the undersigned have
executed this Agreement to be effective as of the date first set forth above.


 


	 	SELLER:
	 	 
	 	TERRAPIN 4 SPONSOR PARTNERSHIP, LLC
	 	 
	 	By:	/s/ Nathan Leight
	 		Name: Nathan Leight
	 		Title: Managing Member
	 	 
	 	PURCHASER:
	 	 
	 	Nomura Securities International, Inc.
	 	 
	 	By:	/s/ John Winkler
	 		Name: John Winkler
	 		Title: Managing Director


 


ACCEPTED AND AGREED TO AS OF


THIS 15 DAY OF FEBRUARY 2018


(for purposes of Section 5 hereof only)


 


TERRAPIN 4 ACQUISITION CORPORATION


 


	By:	/s/ Nathan Leight	 
		Name: Nathan Leight	 
		Title: Chief Executive Officer