FORM OF WARRANT AGREEMENT between TERRAPIN 4 ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 19th, 2018 • Terrapin 4 Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _______, 2018, is by and between Terrapin 4 Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • March 19th, 2018 • Terrapin 4 Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2018, by and between TERRAPIN 4 ACQUISITION CORPORATION, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 19th, 2018 • Terrapin 4 Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____ by and between Terrapin 4 Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 19th, 2018 • Terrapin 4 Acquisition Corp • Blank checks • Delaware
This Forward Purchase Agreement (this “Agreement”) is entered into as of March __, 2018, between Terrapin 4 Acquisition Corporation, a Delaware corporation (the “Company”), Nomura Securities International, Inc. (the “Purchaser”) and, solely for the purposes of Section 5 hereof, Terrapin 4 Sponsor Partnership, LLC (the “Sponsor”).
Terrapin 4 Acquisition Corporation New York, New York 10019Securities Subscription Agreement • March 19th, 2018 • Terrapin 4 Acquisition Corp • Blank checks • Delaware
This securities subscription agreement (the “Agreement”) is entered into on June 17, 2017 by and between Terrapin 4 Sponsor Partnership, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Terrapin 4 Acquisition Corporation., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 9,985,000 shares of the Company’s Class F common stock (the “Shares”), $0.0001 par value per share (the “Class F Common Stock”), up to 1,302,391 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s proposed initial public offering (“IPO”) do not fully exercise their over-allotment option in connection with the IPO (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class F Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 19th, 2018 • Terrapin 4 Acquisition Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2018, is made and entered into by and among Terrapin 4 Acquisition Corporation, a Delaware corporation (the “Company”), Terrapin 4 Sponsor Partnership, LLC (the “Sponsor”) and Terrapin Partners Employee Partnership 4, LLC (“Terrapin Employee Partnership”), 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”).
Terrapin 4 Acquisition Corporation 2655 South Le Jeune Road, Suite 550 Coral Gables, FL 33134 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 19th, 2018 • Terrapin 4 Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Terrapin 4 Acquisition Corporation, a Delaware corporation (the “Company”), and Nomura Securities International, Inc., as representative (the “Representative”) of the several underwriters (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one warrant (the “Warrants”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a r
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 19th, 2018 • Terrapin 4 Acquisition Corp • Blank checks
This Securities Purchase Agreement (this “Agreement”), dated as of February 15, 2018, is made and entered into by and between Terrapin 4 Sponsor Partnership, LLC, a limited liability company formed under the laws of the state of Delaware (the “Seller”) and Nomura Securities International, Inc., a corporation formed under the laws of the state of New York (the “Purchaser”).
Terrapin 4 Acquisition Corporation 2655 South Le Jeune Road, Suite 550 Coral Gables, FL 33134Terrapin 4 Acquisition Corp • March 19th, 2018 • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of Terrapin 4 Acquisition Corporation (the “Company”) are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Terrapin Partners, LLC (“Terrapin Partners”), an affiliate of our Terrapin founders, as defined in the Registration Statement, shall make available to the Company, at 2655 South Le Jeune Road, Suite 550, Coral Gables, FL 33134 (or any successor location), certain office space, utilities, and general office, receptionist and secretarial support as may be reasonably required by the Compan
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • March 19th, 2018 • Terrapin 4 Acquisition Corp • Blank checks • Delaware
THIS WARRANT PURCHASE AGREEMENT, dated as of __________, 2018 (as it may from time to time be amended and including all schedules referenced herein, this “Agreement”), is entered into by and between Terrapin 4 Acquisition Corporation, a Delaware corporation (the “Company”), and Terrapin 4 Sponsor Partnership, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 19th, 2018 • Terrapin 4 Acquisition Corp • Blank checks
This Securities Purchase Agreement (this “Agreement”), dated as of ____________, 2018, is made and entered into by and between Terrapin 4 Sponsor Partnership, LLC, a limited liability company formed under the laws of the state of Delaware (the “Seller”) and ____________, an individual (the “Purchaser”).
TERRAPIN 4 ACQUISITION CORPORATION 20,000,000 Units1 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one warrant Underwriting AgreementTerrapin • March 19th, 2018 • Terrapin 4 Acquisition Corp • Blank checks • New York
