0001144204-16-112075 Sample Contracts

INDEPENDENT DIRECTOR AGREEMENT
Independent Director Agreement • July 8th, 2016 • GEF Acquisition Corp • Blank checks • New York

This Independent Director Agreement (this “ Agreement ”), dated as of , 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 ”), Caroline Angoorly (the “ Director ”), and Maxim Group LLC and EarlyBirdCapital, Inc., as representatives (the “ Representatives ”) of the several underwriters (the “ Underwriters ”).

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GEF Acquisition Corporation
Letter Agreement • July 8th, 2016 • GEF Acquisition Corp • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • July 8th, 2016 • GEF Acquisition Corp • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of __________ (as it may from time to time be amended, this “ Agreement ”), is by and between GEF Acquisition Corporation, a Cayman Islands exempted company (the “ Company ”) and GECC Holdings II, LLC, a Delaware limited liability company (the “ Sponsor ” or the “ Purchaser ”).

INDEPENDENT DIRECTOR AGREEMENT
Independent Director Agreement • July 8th, 2016 • GEF Acquisition Corp • Blank checks • New York

This Independent Director Agreement (this “ Agreement ”), dated as of , 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 ”).

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