GARNERO GROUP ACQUISITION COMPANY UNDERWRITING AGREEMENTUnderwriting 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:
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”).
EARLYBIRDCAPITAL, INC. New York, New York 10016Garnero Group Acquisition Co • June 6th, 2014 • 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”).
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”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration 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.
ESCROW AGREEMENTEscrow Agreement • December 21st, 2015 • Garnero Group Acquisition Co • Blank checks • New York
THIS ESCROW AGREEMENT (this “Agreement”), dated __________, 20__, is entered into by and among GARNERO GROUP ACQUISITION COMPANY, a Cayman Islands company (“GGAC”), __________ and __________, acting as the Committee (as such term is defined in the Investment Agreement (as defined below)), ALVARO JABUR MALUF JUNIOR, acting as the representative (the “Representative”) of the Controlling Persons and the Optionholders (as such terms are defined in that Investment Agreement), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as escrow agent (the “Escrow Agent”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Investment Agreement.
Garnero Group Acquisition Company Av Brig. Faria Lima Brasilinvest Plaza CEP 01452-0002 Sao Paulo, Brazil EarlyBirdCapital, Inc. New York, New York 10016Garnero Group Acquisition Co • May 20th, 2014 • 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.
LOCK-UP AGREEMENT August 26, 2015Lock-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.
AMENDMENT NO. 1 TOInvestment Agreement • June 15th, 2016 • Garnero Group Acquisition Co • Men's & boys' furnishgs, work clothg, & allied garments
This Amendment No. 1 (this “Amendment”) to the First Amended and Restated Investment Agreement (the “Investment Agreement”), is entered into as of June 10, 2016 by and among Garnero Group Acquisition Company, a Cayman Islands exempted company (“GGAC”), Q1 Comercial de Roupas S.A., a Brazilian company (the “Company”), Alvaro Jabur Maluf Junior and Paulo Jabur Maluf (the “Controlling Persons”) and the persons listed under the caption “Optionholder” on the signature pages hereto (the “Optionholders”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed to such terms in the Investment Agreement.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 31st, 2014 • Garnero Group Acquisition Co • Blank checks • New York
This Asset Purchase Agreement (this “Agreement”), dated as of October 30, 2014, is entered into between WISeTrust SA, a Swiss company (“WT”), WISeKey SA, a Swiss company (“WK”, and collectively with WT, the “Sellers”), and Garnero Group Acquisition Company, a Cayman Islands company (“Buyer”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the SPA (defined below).
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”).
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 28th, 2016 • Garnero Group Acquisition Co • Men's & boys' furnishgs, work clothg, & allied garments • New York
This Amendment No. 1 (this “Amendment”), dated as of June 24, 2016, to the Trust Agreement (as defined below) is made by and among Garnero Group Acquisition Company, a Cayman Islands company (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
SHARE PURCHASE AGREEMENT BY AND AMONG GARNERO GROUP ACQUISITION COMPANY, WISEKEY SA, WISETRUST SA AND THOSE SHAREHOLDERS AND OPTIONHOLDERS OF WISEKEY SA SET FORTH ON THE SIGNATURE PAGE ATTACHED HERETO DATED AS OF OCTOBER 30, 2014Share Purchase Agreement • October 31st, 2014 • Garnero Group Acquisition Co • Blank checks • New York
THIS SHARE PURCHASE AGREEMENT is made and entered into as of October 30, 2014, by and among Garnero Group Acquisition Company, a Cayman Islands company (“GGAC”), WISekey SA, a Swiss company (the “Company” and after the Closing, the “Surviving Corporation”), WISeTrust SA, a Swiss company (“WISeTrust”), each of the Persons listed under the caption “Shareholders” on Schedule 1.6(c) (each a “Shareholder”), and each of the Persons listed under the caption “Optionholders” on Schedule 1.6(c) (each an “Optionholder” and together with the Shareholders and WISeTrust, the “Sellers”). The term “Agreement” as used herein refers to this Share Purchase Agreement, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the GGAC Schedule, as defined in the preambles to Articles II and III hereof, respectively). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 10.2 hereof.
Garnero Group Acquisition Company Av Brig. Faria LimaGarnero Group Acquisition Co • May 20th, 2014 • 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
