REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2014 • Garnero Group Acquisition Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the _____________, 2014, by and among Garnero Group Acquisition Company, a Cayman Islands company (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • May 20th, 2014 • Garnero Group Acquisition Co • Blank checks • New York
Agreement made as of __________, 2014 between Garnero Group Acquisition Company, a Cayman Islands Company, with offices at Av Brig. Faria Lima, 1485-19 Andar, Brasilinvest Plaza CEP 01452-002, Sao Paulo, Brazil (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Right Agent”).
WARRANT AGREEMENTWarrant Agreement • May 20th, 2014 • Garnero Group Acquisition Co • Blank checks • New York
Agreement made as of _________, 2014 between Garnero Group Acquisition Company, a Cayman Islands company, with offices at Av Brig. Faria Lima, 1485-19 Andar, Brasilinvest Plaza CEP 01452-002, Sao Paulo, Brazil (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 20th, 2014 • Garnero Group Acquisition Co • Blank checks • New York
This Agreement is made as of _____, 2014 by and between Garnero Group Acquisition Company (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Garnero Group Acquisition Company Av Brig. Faria Lima Brasilinvest Plaza CEP 01452-0002 Sao Paulo, Brazil EarlyBirdCapital, Inc. New York, New York 10016Underwriting Agreement • May 20th, 2014 • Garnero Group Acquisition Co • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Garnero Group Acquisition Company, a Cayman Islands Company (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one right (“Right”) to receive one-tenth of one Ordinary Share upon consummation of the Company’s initial Business Combination, and one warrant, each warrant exercisable for one half of one Ordinary Share (“Warrant”) upon consummation of the Company’s initial Business Combination. Certain capitalized terms used herein are defined in paragraph 15 hereof.
SHARE ESCROW AGREEMENTShare Escrow Agreement • May 20th, 2014 • Garnero Group Acquisition Co • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of _________, 2014 (“Agreement”), by and among GARNERO GROUP ACQUISITION COMPANY, a Cayman Islands Company (“Company”), MARIO GARNERO, JAVIER MARTIN RIVA, JOHN TONELLI, CORRADO CLINI and NELSON NARCISCO FILHO (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Garnero Group Acquisition Company Av Brig. Faria LimaOffice Space and Administrative Services Agreement • May 20th, 2014 • Garnero Group Acquisition Co • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Garnero Group Acquisition Company (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Brasilinvest Group shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at Av Brig. Faria Lima, 1485-19 Andar, Brasilinvest Plaza CEP 01452-0002, Sao Paulo, Brazil (or any successor location). In exchange therefore, the Company shall pay Brasilinvest Group the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until
