Exhibit 10.1


 





AMENDMENT
NO. 3

TO THE

trust agreement


 


This Amendment No. 3  (this
“Amendment”), dated as of February 2, 2018, to the Trust Agreement (as defined below) is made by and
between Electrum Special Acquisition Corporation (the “Company”) and Continental Stock Transfer
& Trust Company (the “Trustee”). All terms used but not defined herein shall have the meanings
assigned to them in the Trust Agreement.


 


WHEREAS, the Company and the Trustee entered
into an Investment Management Trust Agreement dated as of June 10, 2015 (the “Trust Agreement”);
and


 


WHEREAS, the Company and the Trustee entered into Amendment No. 1 to the Trust Agreement as of June 6, 2017, and the Company
and the Trustee entered into Amendment No. 2 to the Trust Agreement as of October 5, 2017; and


 


WHEREAS, Section 1(i) of the Trust Agreement
sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein; and


 


WHEREAS, at a special meeting of shareholders
of the Company (the “Special Meeting”) held on February 2, 2018, the Company’s shareholders approved
(i) a proposal to amend (the “Extension Amendment”) the Company’s Amended and Restated Memorandum
and Articles of Association to provide that the date by which the Company shall be required to effect a Business Combination shall
be June 5, 2018 (the “Extended Date”), and (ii) a proposal to extend the date on which to commence
liquidating the Trust Account (the “Trust Amendment”) in the event the Company has not consummated a
business combination by the Extended Date; and


 


WHEREAS, on the date hereof, the Company
is filing the Extension Amendment with the Registrar of Corporate Affairs in the British Virgin Islands.


 


NOW THEREFORE, IT IS AGREED:


 


1.           Section 1(i) of the Trust Agreement is hereby amended by deleting “February 5, 2018” and replacing it with “June
5, 2018”.


 


2.           As a result thereof, all references to the “Last Date” in the Trust Agreement shall be references to
June 5, 2018.


 


3.           All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.


 


4.           This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be
deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument.
A facsimile signature shall be deemed to be an original signature for purposes of this Amendment.


 


5.           This Amendment is intended to be in full compliance with the requirements for an Amendment to the Agreement as required
by Section 7(c) of the Agreement, and every defect in fulfilling such requirements for an effective amendment to the Agreement
is hereby ratified, intentionally waived and relinquished by all parties hereto.


 


6.           This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.


 


 




    	[Signature Page Follows]



     


    

 


IN WITNESS WHEREOF,
the parties have duly executed this Amendment as of the date first written above.


 


	 	Continental Stock Transfer & Trust Company, as Trustee
	 	 
	 	 
	 	By: 	/s/ Francis E. Wolf,
        Jr.
	 	 	Name: Francis E. Wolf, Jr.
Title: Vice President
	 	 	 
	 	 	 
	 	Electrum Special Acquisition Corporation
	 	 	 
	 	 	 
	 	By:	/s/ Eric N. Vincent
	 	 	Name: Eric N. Vincent
Title: Chief Executive Officer