GEF Acquisition Corporation Chevy Chase, Maryland 20815GEF Acquisition Corp • December 8th, 2015 • Blank checks • New York
We are pleased to accept the offer GECC Holdings II, LLC (the “Subscriber” or “you”) has made to purchase 2,875,000 Class F ordinary shares, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of GEF Acquisition Corporation, 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:
GEF ACQUISITION CORPORATION INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • December 8th, 2015 • GEF Acquisition Corp • Blank checks • New York
This Independent Director Agreement (this “Agreement”), dated as of December [•], 2015, is being entered into among GEF Acquisition Corporation, a Cayman Islands exempted company (the “Company”), GECC Holdings II, LLC, a Delaware limited liability company (the “Sponsor”), Caroline Angoorly (the “Director”), and Maxim Group LLC and EarlyBirdCapital, Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”).
December [•], 2015Letter Agreement • December 8th, 2015 • GEF 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 by and between GEF Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Maxim Group LLC and EarlyBirdCapital, Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 Units that may be purchased to cover over-allotments, if any, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each, a “Warrant”). Each whole 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
GEF ACQUISITION CORPORATION INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • December 8th, 2015 • GEF Acquisition Corp • Blank checks • New York
This Independent Director Agreement (this “Agreement”), dated as of December [•], 2015, is being entered into among GEF Acquisition Corporation, a Cayman Islands exempted company (the “Company”), GECC Holdings II, LLC, a Delaware limited liability company (the “Sponsor”), Andreas Y. Gruson (the “Director”), and Maxim Group LLC and EarlyBirdCapital, Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”).
