18,500,000 Units1 Terrapin 3 Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • July 22nd, 2014 • Terrapin 3 Acquisition Corp • Blank checks • New York
Terrapin 3 Acquisition Corporation, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as sole representative, 18,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,775,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain c
TERRAPIN 3 ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of July 16, 2014Warrant Agreement • July 22nd, 2014 • Terrapin 3 Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 16, 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”).
ContractExpense Advancement Agreement • July 22nd, 2014 • Terrapin 3 Acquisition Corp • Blank checks • New York
THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of July 16, 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”).
Terrapin 3 Acquisition Corporation July 16, 2014Underwriting Agreement • July 22nd, 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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 22nd, 2014 • Terrapin 3 Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 16, 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”).
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • July 22nd, 2014 • Terrapin 3 Acquisition Corp • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of July 16, 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 10022Administrative Services Agreement • July 22nd, 2014 • Terrapin 3 Acquisition Corp • 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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 2014 • Terrapin 3 Acquisition Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 16, 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”), Terrapin Partners Green Employee Partnership, LLC (“Terrapin Green Partnership”) 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”).
Re: Agreement among SponsorsAgreement Among Sponsors • July 22nd, 2014 • Terrapin 3 Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being executed and delivered in connection with the proposed underwritten initial public offering (the “Public Offering”) by Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”) of 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”). 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 Commission (the “Commission”) and the Company shall apply to have the Units listed on the NASDAQ Capital Market. Certain capitalized terms used herein are defined in paragraph 4 hereof.
