Exhibit 10.8


 


AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT


 


This AMENDED AND RESTATED UNIT SUBSCRIPTION
AGREEMENT (this “Agreement”) is made as of this 12th day of October 2015, by and between Pacific Special Acquisition
Corp., a British Virgin Islands business company (the “Company”), having its principal place of business
at 40 Wall Street, 28th Floor, New York, New York, 10015, and EarlyBirdCapital, Inc. (the “Purchaser”).


 


WHEREAS, the Company desires to sell on
a private placement basis (the “Offering”) an aggregate of 25,000 units (the “Initial Units”)
of the Company, each Initial Unit comprised of one ordinary share of the Company, no par value per share (the “Ordinary
Shares”), one warrant (the “Warrant”) to purchase one-half of one ordinary share (the “Warrant
Shares”), to be governed by the Warrant Agreement (defined herein), and one right (the “Right”)
to receive one-tenth of one Ordinary Share (the “Right Shares”) on the consummation of an acquisition,
share exchange, purchase of all or substantially all of the assets of, or any other similar business combination with one or more
businesses or entities (a “Business Combination”), to be governed by the Rights Agreement (defined herein),
for a purchase price of $250,000, or $10.00 per Initial Unit.


 


WHEREAS, the Purchaser desires to purchase
the Initial Units and the Company wishes to accept such subscription.


 


NOW, THEREFORE, in consideration of the
promises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:


 


1. Agreement
to Subscribe


 


1.1. Purchase
and Issuance of the Initial Units. For the aggregate sum of $250,000 (the “Initial Purchase Price”),
upon the terms and subject to the conditions of this Agreement, the Purchaser hereby agrees to purchase from the Company, and the
Company hereby agrees to sell to the Purchaser, on the Closing Date (as defined in Section 1.2) 25,000 Initial Units at $10.00
per Initial Unit.


 


In addition to
the foregoing, the Purchaser hereby agrees to purchase up to an additional 9,204 Units (“Additional Units”
and together with the Initial Units, the “Units”) at $10.00 per Additional Unit for a purchase price
of $92,040 (the “Additional Purchase Price” and together with the Initial Purchase Price, the “Purchase
Price”). The purchase and issuance of the Additional Units shall occur only in the event that the underwriters’
45-day over-allotment option (“Over-Allotment Option”) in the Offering is exercised in full or part.
The total number of Additional Units to be purchased hereunder shall be in the same proportion as the amount of the Over-Allotment
Option that is exercised. Each purchase of Additional Units shall occur simultaneously with the consummation of any portion of
the Over-Allotment Option.


 


1.2. Closing.
The closing (the “Closing”) of the Offering shall take place at the offices of Ellenoff Grossman &
Schole LLP, 1345 Avenue of the Americas, New York, New York, 10105 simultaneously with the consummation of the Company’s
initial public offering (“IPO”) of 5,000,000 units consisting of Ordinary Shares, Rights and Warrants
and the consummation of the exercise of all or any portion of the Over-Allotment Option (each a “Closing Date”).


 


1.3. Delivery
of the Purchase Price. At least one business day prior to the effective date of the Company’s registration statement
relating to the IPO (“Registration Statement”), or the date of the exercise of the Over-Allotment Option,
if any, the Purchaser agrees to deliver the Initial Purchase Price or Additional Purchase Price, as the case may be, by certified
bank check or wire transfer of immediately available funds denominated in United States Dollars to Ellenoff Grossman & Schole
LLP, which is hereby irrevocably authorized to deposit such funds on the applicable Closing Date to the trust account which will
be established for the benefit of the Company’s public shareholders, managed pursuant to that certain Investment Management
Trust Agreement to be entered into by and between the Company and a trustee and into which substantially all of the proceeds of
the IPO will be deposited (the “Trust Account”). If the IPO is not consummated within 14 days of the
date the Initial Purchase Price is delivered to Ellenoff Grossman & Schole LLP, the Initial Purchase Price shall be returned
to the Purchaser by certified bank check or wire transfer of immediately available funds denominated in United States Dollars,
without interest or deduction.


 






     

    


    

 


1.4. Delivery
of Unit Certificate. Upon the applicable Closing Date after delivery of the Purchase Price in accordance with Section 1.3,
the Purchaser shall become irrevocably entitled to receive a unit certificate representing the Units purchased hereunder. 


 


2. Representations
and Warranties of the Purchasers


 


The Purchaser represents
and warrants to the Company that:


 


2.1. No Government
Recommendation or Approval. It understands that no United States federal or state agency or similar agency of any other country
has passed upon or made any recommendation or endorsement of the Company, the Offering, the Units, the Rights, Right Shares, Warrants,
or Warrant Shares, or the Ordinary Shares underlying the Units (excluding the Right Shares and Warrant Shares, the “Unit
Shares” and, collectively with the Units, the Right Shares and Warrant Shares, the “Securities”).


 


2.2. Organization. 
It is a company, validly existing and in good standing under the laws of its jurisdiction and possesses all requisite power and
authority necessary to carry out the transactions contemplated by this Agreement.


 


2.3. Private
Offering. It is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities
Act of 1933, as amended (the “Securities Act”). It acknowledges that the sale contemplated hereby is
being made in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a)
of Regulation D under the Securities Act.


 


2.4. Authority.
This Agreement has been validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement enforceable
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance
or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity).


 


2.5. No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by the Purchaser of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i)  the Purchaser’s organizational documents, (ii) any
agreement, indenture or instrument to which the Purchaser is a party or (iii) any law, statute, rule or regulation to which the
Purchaser is subject, or any agreement, order, judgment or decree to which the Purchaser is subject.


 


2.6. No Legal
Advice from Company. It acknowledges it has had the opportunity to review this Agreement and the transactions contemplated
by this Agreement and the other agreements entered into between the parties hereto with its own legal counsel and investment and
tax advisors. Except for any statements or representations of the Company made in this Agreement and the other agreements entered
into between the parties hereto, it is relying solely on such counsel and advisors and not on any statements or representations
of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the
transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 


2.7. Access
to Information; Independent Investigation. Prior to the execution of this Agreement, it has had the opportunity to ask questions
of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations,
business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information
so obtained. In determining whether to make this investment, it has relied solely on its own knowledge and understanding of the
Company and its business based upon its own due diligence investigation and the information furnished pursuant to this paragraph.
It understands that no person has been authorized to give any information or to make any representations which were not furnished
pursuant to this Section 2 and it has not relied on any other representations or information in making its investment decision,
whether written or oral, relating to the Company, its operations and/or its prospects.


 






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2.8. Reliance
on Representations and Warranties. It understands the Units are being offered and sold to it in reliance on exemptions from
the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states,
and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and
understandings of the Purchaser set forth in this Agreement in order to determine the applicability of such provisions.


 


2.9. No Advertisements.
It is not subscribing for the Units as a result of or subsequent to any advertisement, article, notice or other communication published
in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting.


 


2.10. Legend.
It acknowledges and agrees the certificates evidencing the Units and the Shares, Rights and Warrants shall bear a restrictive legend
(the “Legend”), in form and substance as set forth in Section 4 hereof, prohibiting the offer, sale,
pledge or transfer of the securities, except (i) pursuant to an effective registration statement covering these securities
under the Securities Act or (ii) pursuant to any other exemptions from the registration requirements under the Securities
Act and such laws which, in the opinion of counsel for the Company, is available.


 


2.11. Experience,
Financial Capability and Suitability. It is (i) sophisticated in financial matters and is able to evaluate the risks and benefits
of the investment in the Securities and (ii) able to bear the economic risk of his investment in the Securities for an indefinite
period of time because the Securities have not been registered under the Securities Act and therefore cannot be sold unless subsequently
registered under the Securities Act or an exemption from such registration is available. It has substantial experience in evaluating
and investing in transactions of securities in companies similar to the Company so that it is capable of evaluating the merits
and risks of its investment in the Company and has the capacity to protect its own interests. It has substantial experience in
evaluating and investing in transactions of securities in companies similar to the Company so that it is capable of evaluating
the merits and risks of its investment in the Company and has the capacity to protect its own interests. 


 


2.12. Investment
Purposes. It is purchasing the Securities solely for investment purposes, for its own account and not for the account or benefit
of any other person, and not with a view towards the distribution or dissemination thereof and it has no present arrangement to
sell the interest in the Securities to or through any person or entity.


 


2.13. Restrictions
on Transfer. It acknowledges and understands the Units are being offered in a transaction not involving a public offering in
the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act, and,
if in the future, it decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered, resold,
pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act,
(B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act (“Rule 144”),
if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act, and
in each case in accordance with any applicable securities laws of any state or any other jurisdiction. It agrees that if any transfer
of its Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, it may be required
to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or another available exemption
from registration, it agrees it will not resell the Securities. It further acknowledges that because the Company is a shell company,
Rule 144 may not be available to it for the resale of the Securities until the one year anniversary following consummation of the
initial Business Combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or
waiver of any contractual transfer restrictions.


 


3. Representations
and Warranties of the Company


 


The Company represents
and warrants to the Purchasers that:


 


3.1. Valid Issuance
of Share Capital. The total number of all classes of share capital which the Company has authority to issue is (i) an unlimited
number of Ordinary Shares and (ii) an unlimited number of preferred shares. As of the date hereof, the Company has issued 1,437,500
Ordinary Shares (of which 187,500 Ordinary Shares are subject to forfeiture as described in the registration statement related
to the IPO) and no preferred shares issued and outstanding. All of the issued share capital of the Company has been duly authorized,
validly issued, and are fully paid and non-assessable.


 






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3.2.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the rights agreement to
be entered into with a mutually agreeable rights agent on or prior to the closing of the IPO (“Rights Agreement”),
and the warrant agreement to be entered into with a mutually agreeable
warrant agent on or prior to the closing of the IPO (“Warrant Agreement”), as the case may be, each of
the Rights, Warrants and the Ordinary Shares will be duly and validly issued, fully paid and non-assessable. On the date of issuance
of the Units, the Right Shares and Warrant Shares shall have been reserved for issuance. Upon issuance in accordance with the terms
hereof, the Rights Agreement, and the Warrant Agreement, as the case may be, the Purchaser will have or receive good title to the
Right Shares and the Warrant Shares free and clear of all liens, claims and encumbrances of any kind, other than transfer restrictions
hereunder and under federal and state securities laws.


 


3.3. Organization
and Qualification. The Company has been duly incorporated and is validly existing as a British Virgin Islands business company
and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.


 


3.4. Authorization;
Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations
under this Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance
of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by
all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or shareholders
is required, and (iii) this Agreement constitutes, and upon the execution and delivery thereof, the Rights and Rights Agreement
and the Warrants and Warrant Agreement will constitute, valid and binding obligations of the Company enforceable against the Company
in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution
may be limited by federal and state securities laws or principles of public policy.


 


3.5. No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not (i) result in a violation of the Company’s Memorandum and Articles of Association, (ii) conflict
with, or constitute a default under any agreement, indenture or instrument to which the Company is a party or (iii) conflict with
any law statute, rule or regulation to which the Company is subject or any agreement, order, judgment or decree to which the Company
is subject. Other than any federal, state or foreign securities filings which may be required to be made by the Company subsequent
to the Closing, and any registration statement which may be filed pursuant thereto, the Company is not required under federal,
state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with,
any court or governmental agency or self-regulatory entity in order for it to perform any of its obligations under this Agreement
or issue the Units, the Rights, the Warrants or the Ordinary Shares underlying the Units, Rights or Warrants in accordance with
the terms hereof.


 


4. Legends


 


4.1. Legend.
The Company will issue the Units, the Rights, the Warrants and the Unit Shares, and when issued, the Right Shares and the Warrant
Shares, as the case may be, purchased by the Purchaser, in the name of the Purchaser. The Securities will bear the following Legend
and appropriate “stop transfer” instructions:


 


THESE SECURITIES (i) HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THESE SECURITIES MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES
ACT, (B) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (C) PURSUANT TO THE RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATIONS S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO ANY OTHER EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE SECURITIES ACT.


 






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“THE SECURITIES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BETWEEN PACIFIC SPECIAL ACQUISITION CORP. AND EARLYBIRDCAPITAL, INC. AND MAY ONLY
BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH THEREIN.”


 


4.2. Purchaser’s
Compliance. Nothing in this Section 4 shall affect in any way the Purchaser’s obligations and agreements to comply
with all applicable securities laws upon resale of the Securities.


 


4.3. Company’s
Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in
the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement
filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities
Act.


 


4.4. Registration
Rights. The Purchaser will be entitled to certain registration rights which will be governed by a registration rights agreement
(“Registration Rights Agreement”) to be entered into with the Company on or prior to the closing of the
IPO; provided, however, that the Purchaser may not exercise its demand and “piggy back” registration rights pursuant
to such Registration Rights Agreement after five (5) and seven (7) years after the effective date of the Registration Statement,
respectively, and the Purchaser may not exercise its demand registration rights thereunder more than one time.


 


5. Lockup


 


The Purchaser acknowledges
and agrees that the Units, the Rights, the Warrants, the Unit Shares, Warrant Shares, and the Right Shares shall not be transferable,
saleable or assignable until after the consummation of a Business Combination, except to permitted transferees. The Units, the
Rights, the Warrants, the Unit Shares, the Warrant Shares, and the Right Shares will be deemed compensation by the Financial Industry
Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following
the date of effectiveness of the Registration Statement or commencement of sales of the IPO, subject to certain limited exceptions,
pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Units, the Rights, the Warrants, the Unit Shares, the Warrant
Shares, and the Right Shares may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following
the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the
bona fide officers or partners of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject
of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities
by any person during such 180-day period.


 


6. Securities
Laws Restrictions


 


The Purchaser agrees
not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Securities unless, prior thereto (a) a
registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the
Securities proposed to be transferred shall then be effective or (b) the Company shall have received an opinion from counsel
reasonably satisfactory to the Company, that such registration is not required because such transaction complies with the Securities
Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.


 


7. Waiver of
Distributions from Trust Account


 


In connection with
the Securities purchased pursuant to this Agreement, the Purchaser hereby waives any and all right, title, interest or claim of
any kind in or to any distributions from the Trust Account.


 






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8. Rescission
Right Waiver and Indemnification


 


8.1. Rescission
Waiver. The Purchaser understands and acknowledges that an exemption from the registration requirements of the Securities Act
requires there be no general solicitation of purchasers of the Units. In this regard, if the Offering were deemed to be a general
solicitation with respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, the Purchaser
may have a right to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect
the Company, its shareholders and the Trust Account from claims that may adversely affect the Company or the interests of its shareholders,
the Purchaser hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to sue or rights in
law or arbitration, as the case may be, to seek rescission of its purchase of the Units as a result of the issuance of the Units
being deemed to be in violation of Section 5 of the Securities Act. The Purchaser acknowledges and agrees this waiver is being
made in order to induce the Company to sell the Units to the Purchaser. The Purchaser agrees the foregoing waiver of rescission
rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”)
and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses
in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses
reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with
any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the
Units and the transactions contemplated hereby.


 


8.2. No Recourse
Against Trust Account. The Purchaser agrees not to seek recourse against the Trust Account for any reason whatsoever in connection
with its purchase of the Units or any Claim that may arise now or in the future.


 


8.3. Section
8 Waiver. The Purchaser agrees that to the extent any waiver of rights under this Section 8 is ineffective as a matter of law,
the Purchaser has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification
or bar that applies to a legal right. The Purchaser acknowledges the receipt and sufficiency of consideration received from the
Company hereunder in this regard.


 


9. Terms of
the Unit


 


The Units shall
be substantially identical to the Units offered in the IPO as set forth in the Underwriting Agreement, except the Units: (i) will
be subject to the transfer restrictions described herein, and (ii) are being purchased pursuant to an exemption from the registration
requirements of the Securities Act and will become freely tradable only after certain conditions are met or the resale of the Units
is registered under the Securities Act. Additionally, the Purchaser acknowledges and agrees that it and its designees will not
be permitted to exercise any Warrants underlying the Units after the five year anniversary of the effective date of the Registration
Statement.


 


10. Governing
Law; Jurisdiction; Waiver of Jury Trial


 


This Agreement
shall be governed by and construed in accordance with the laws of the British Virgin Islands for agreements made and to be wholly
performed within such territory. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant
to this Agreement and the transactions contemplated hereby.


 


11. Assignment;
Entire Agreement; Amendment


 


11.1. Assignment.
Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by the Purchaser, without
the prior consent of the Company, to one or more persons agreeing to be bound by the terms hereof. Upon such assignment by a Purchaser,
the assignee(s) shall become Purchaser hereunder and have the rights and obligations provided for herein to the extent of such
assignment.


 


11.2. Entire
Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof
and supersedes any and all prior discussions, agreements and understandings of any and every nature.


 


11.3. Amendment.
Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge
or termination is sought.


 






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11.4. Binding
upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective
heirs, legal representatives, successors and permitted assigns.


 


12. Notices;
Indemnity


 


12.1 Notices.
All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s
address set forth herein or to such other address as a party may designate by notice hereunder, and shall be either (a) delivered
by hand, (b) sent by overnight courier, or (c) sent by certified mail, return receipt requested, postage prepaid. All notices,
requests, consents and other communications hereunder shall be deemed to have been given either (i) if by hand, at the time of
the delivery thereof to the receiving party at the address of such party set forth above, (ii) if sent by overnight courier, on
the next business day following the day such notice is delivered to the courier service, or (iii) if sent by certified mail, on
the fifth business day following the day such mailing is made.


 


12.2 Indemnification.
Each party shall indemnify the other party against any loss, cost or damages (including reasonable attorney’s fees and expenses)
incurred as a result of such party’s breach of any representation, warranty, covenant or agreement set forth in this Agreement.


 


13. Counterparts


 


This Agreement
may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission or
any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on
whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


14. Survival;
Severability


 


14.1. Survival.
The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing until one (1) year following
the consummation of an initial Business Combination.


 


14.2. Severability.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability
shall be effective if it materially changes the economic benefit of this Agreement to any party.


 


15. Headings


 


The titles and
subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this
Agreement.


 


16. Construction


 


The parties hereto
have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will
arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,”
“includes,” and “including” will be deemed to be followed by “without limitation.”
Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form
will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,”
“herein,” “hereof,” “hereby,” “hereunder,” and words
of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties
hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party
hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another
representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which
such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first
representation, warranty, or covenant.


 


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This subscription is accepted by the Company
as of the date first written above.


 


	 	PACIFIC SPECIAL ACQUISITION
    CORP.
	 	 	 
	 	By:	/s/
    Yaqi Feng
	 	Name: 	Yaqi Feng
	 	Title: 	Chief Operating Officer and Secretary
    


 


Accepted
and agreed this


12th
day of October, 2015


 


	EARLYBIRDCAPITAL,
    INC. 	 
	 	 	 
	By:	/s/
    Steven Levine	 
	Name:	Steven Levine	 
	Title:	Chief Executive
    Officer	 




 


 


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