REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2016 • GEF Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of __________, is made and entered into by and among GEF Acquisition Corporation, a Cayman Islands exempted company (the “Company”), GECC Holdings II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (each such party, 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”).
GEF Acquisition Corporation Bethesda, Maryland 20814GEF Acquisition Corp • March 11th, 2016 • 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 11th, 2016 • GEF Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of __________ (as it may from time to time be amended, this “Agreement”), is by and between GEF Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and GECC Holdings II, LLC, a Delaware limited liability company (the “Sponsor” or the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • March 11th, 2016 • GEF Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________, is by and between GEF Acquisition Corporation, 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”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 11th, 2016 • GEF Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, by and between GEF ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), and _______________ (“Indemnitee”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...GEF Acquisition Corp • March 11th, 2016 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY GEF ACQUISITION CORPORATION (“COMPANY”) OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, SHARE PURCHASE, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION WITH ONE OR MORE BUSINESSES (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND _______________. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EXPIRATION DATE (DEFINED HEREIN).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • March 11th, 2016 • GEF Acquisition Corp • Blank checks • New York
This Independent Director Agreement (this “Agreement”), dated as of , 2016, 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”), Steve Hamric (the “Director”), and Maxim Group LLC and EarlyBirdCapital, Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”).
GEF Acquisition CorporationLetter Agreement • March 11th, 2016 • GEF Acquisition Corp • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 11th, 2016 • GEF Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________ by and between GEF Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • March 11th, 2016 • GEF Acquisition Corp • Blank checks • New York
This Independent Director Agreement (this “Agreement”), dated as of , 2016, 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”).
