TERRAPIN 3 ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of July [__], 2014Warrant Agreement • July 11th, 2014 • Terrapin 3 Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July [__], 2014, is by and between Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • July 11th, 2014 • Terrapin 3 Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2014, by and between TERRAPIN 3 ACQUISITION CORPORATION, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 11th, 2014 • Terrapin 3 Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July [__], 2014 by and between Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 11th, 2014 • Terrapin 3 Acquisition Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July [__], 2014, is made and entered into by and among Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), Apple Orange LLC (“Apple Orange”), MIHI LLC (“MIHI”), Noyac Path LLC (“Noyac”), Periscope LLC (“Periscope”) (collectively, the “Sponsors”) and Terrapin Partners Employee Partnership 3 LLC (“Terrapin Employee Partnership”), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
18,500,000 Units1 Terrapin 3 Acquisition Corporation UNDERWRITING AGREEMENTSecurities Assignment Agreement • July 11th, 2014 • Terrapin 3 Acquisition Corp • Blank checks • New York
Deutsche Bank Securities Inc. As Representative of the Several Underwriters c/o Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005
Terrapin 3 Acquisition Corporation _____, 2014Letter Agreement • July 11th, 2014 • Terrapin 3 Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 18,500,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one share of the Class A Common Stock at a price of $5.75 per half share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commissi
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • July 11th, 2014 • Terrapin 3 Acquisition Corp • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [__________], 2014 (as it may from time to time be amended and including all schedules referenced herein, this “Agreement”), is entered into by and between Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and each of the purchasers that are signatories hereto (each, a “Purchaser” and collectively, the “Purchasers”).
Terrapin 3 Acquisition Corporation 590 Madison Avenue 35th Floor New York, NY 10022Terrapin 3 Acquisition Corp • July 11th, 2014 • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of Terrapin 3 Acquisition Corporation (the “Company”) are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Terrapin Partners, LLC ( “Terrapin Partners”), an affiliate of our Terrapin founders, as defined in the Registration Statement, shall make available to the Company, at 590 Madison Avenue, 35th Floor, New York, NY 10022 (or any successor location), certain office space, utilities, and general office, receptionist and secretarial support as may be reasonably required by the Company. In ex
ContractExpense Advancement Agreement • July 11th, 2014 • Terrapin 3 Acquisition Corp • Blank checks • New York
THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of [_________], 2014, is made and entered into by and among Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and Apple Orange LLC, MIHI LLC, Noyac Path LLC and Periscope LLC (collectively, the “Sponsors”).
