0001213900-15-006564 Sample Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 27th, 2015 • Garnero Group Acquisition Co • Blank checks • New York

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of ________, 2015, by and among Garnero Group Acquisition Company, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and the parties named on the Schedule of Investors attached hereto.

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LOCK-UP AGREEMENT August 26, 2015
Lock-Up Agreement • August 27th, 2015 • Garnero Group Acquisition Co • Blank checks • New York

Reference is hereby made to the Investment Agreement (the “Investment Agreement”), dated as of August 26, 2015, by and among Garnero Group Acquisition Company, a Cayman Islands company (“GGAC”), Q1 Comercial de Roupas S.A., a Brazilian company, Alvaro Jabur Maluf Junior, Paulo Jabur Maluf and the persons listed under the caption “Optionholder” on the signature pages thereto. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Investment Agreement.

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