GP Investments Acquisition Corp. c/o Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman IslandsGP Investments Acquisition Corp. • April 17th, 2015 • Blank checks • New York
We are pleased to accept the offer GPIAC, LLC (the “Subscriber” or “you”) has made to purchase 4,312,500 ordinary shares, $0.0001 par value per share (the “Shares”), up to 562,500 of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of GP Investments Acquisition Corp., a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to issue the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
GP INVESTMENTS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [●], 2015Warrant Agreement • April 17th, 2015 • GP Investments Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2015, is by and between GP Investments Acquisition Corp., a Cayman Islands exempted company (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”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • April 17th, 2015 • GP Investments Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of [●], 2015 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between GP Investments Acquisition Corp., a Cayman Islands exempted company (the “Company”), and GPIC, Ltd., a Bermuda limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 17th, 2015 • GP Investments Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2015, is made and entered into by and among GP Investments Acquisition Corp., a Cayman Islands exempted company (the “Company”), GPIC, Ltd., a Bermuda limited liability company (the “Sponsor”) and GPIAC, LLC, a wholly owned subsidiary of the Sponsor ("GPIAC", together with the Sponsor 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”).
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 GP Investments Acquisition Corp., a Cayman Islands...Letter Agreement • April 17th, 2015 • GP Investments Acquisition Corp. • Blank checks
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 17th, 2015 • GP Investments Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2015 by and between GP Investments Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • April 17th, 2015 • GP Investments Acquisition Corp. • Blank checks • New York
THIS SECURITIES ESCROW AGREEMENT, dated as of , 2015 (this “Agreement”), by and among GP Investments Acquisition Corp., a Cayman Islands exempted company (the “Company”), each of the parties set forth on Exhibit A annexed hereto (collectively the “Private Investors”) and Continental Stock Transfer & Trust Company (the “Escrow Agent”).
GP Investments Acquisition Corp.GP Investments Acquisition Corp. • April 17th, 2015 • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of GP Investments Acquisition Corp. (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”), GPIC, Ltd. (the “Sponsor”), shall make available to the Company, at 150 E. 52nd Street, Suite 5003, New York, NY 10022 (or any successor location), certain office space, utilities, secretarial support and administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall pay GP North America, an affiliate of the Sponsor, the sum of $10,000 per mo
