0001213900-14-004035 Sample Contracts

GARNERO GROUP ACQUISITION COMPANY UNDERWRITING AGREEMENT
Underwriting Agreement • June 6th, 2014 • Garnero Group Acquisition Co • Blank checks • New York

Garnero Group Acquisition Company, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative, with such other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:

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EARLYBIRDCAPITAL, INC. New York, New York 10016
Advisory Agreement • June 6th, 2014 • Garnero Group Acquisition Co • Blank checks • New York

This is to confirm our agreement whereby Garnero Group Acquisition Company, a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company consummating a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-196117) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).

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