REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 5th, 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”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • February 5th, 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 • February 5th, 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 • February 5th, 2016 • GEF Acquisition Corp • Blank checks • New York
This Independent Director Agreement (this “Agreement”), dated as of February [•], 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”).
February [•], 2016Letter Agreement • February 5th, 2016 • 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 redeemable warrant (each, a “Warrant”). Each 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 Form S-1 and prosp
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • February 5th, 2016 • GEF Acquisition Corp • Blank checks • New York
This Independent Director Agreement (this “Agreement”), dated as of February [•], 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”).
