REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2015 • GP Investments Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 19, 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”).
GP INVESTMENTS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of May 19, 2015Warrant Agreement • June 1st, 2015 • GP Investments Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 19, 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 • June 1st, 2015 • GP Investments Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of May 19, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • June 1st, 2015 • GP Investments Acquisition Corp. • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 14, 2015, by and between GP INVESTMENTS ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and Fersen Lambranho (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 1st, 2015 • GP Investments Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 19, 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”).
GP Investments Acquisition Corp. 15,000,000 Units Ordinary Shares Warrants UNDERWRITING AGREEMENTWarrant Subscription Agreement • June 1st, 2015 • GP Investments Acquisition Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • June 1st, 2015 • GP Investments Acquisition Corp. • Blank checks • New York
THIS SECURITIES ESCROW AGREEMENT, dated as of May 19, 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. • June 1st, 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, LLC, an affiliate of the Sponsor, the sum of $10,000 p
May 19, 2015Letter Agreement • June 1st, 2015 • GP Investments Acquisition Corp. • Blank checks • New York
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 exempted company (the “Company”), and Citigroup Global Markets Inc. (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 Units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company's ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant. Each warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per 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
