Exhibit 10.38


 


May 13, 2021


 


VIA EMAIL


 


c/o Magnetar Financial LLC


1603 Orrington Avenue, 13th Floor


Evanston, Illinois 60201


Attention: Chief Legal Officer


Email: fisecuritynotices@magnetar.com


 


		Re:	Waiver



 


Dear Sir/Madam,


 


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


 


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


 


The Investors hereby agree to the Waiver.


 


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


 


Please confirm you agree
to the Waiver by signing below and returning a scanned copy to Brad Kalter at bkalter@purecycletech.com at your earliest convenience
and, if possible, on or before Friday, May 14, 2021. If you have any questions regarding this waiver, please contact Brad Kalter, via
email at bkalter@purecycletech.com or via telephone at (404) 606-3920 before acknowledging and agreeing to this Waiver.


 






     


     


    

 


Thank you in advance for your cooperation in this matter.


 


	 	PURECYCLE TECHNOLOGIES, LLC 
	 	 
	 	By:	/s/
    Michael Dee
	 	 	Name: Michael Dee
	 	 	Title: Chief Financial Officer




 






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We hereby acknowledge and agree to the waiver described above.


 


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




 






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




 


Cc: Eric Halperin, Sean Ewen and Jason Pearl, Willkie Farr
 & Gallagher LLP


 






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