Exhibit 10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This Agreement is made as of June 10, 2015
by and between Electrum Special Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust
Company (“Trustee”).


 


WHEREAS, the Company’s registration
statements on Form S-1, No. 333-203599 and No. 333-204866 (“Registration Statements”) for its initial public offering
of securities (“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the Securities
and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration
Statements); and


 


WHEREAS, Cantor Fitzgerald & Co. (the
“Underwriter”) is acting as the representative of the underwriters in the IPO; and


 


WHEREAS, substantially simultaneously with
the IPO, the Company’s sponsor and one of the Company’s directors and their designees will be purchasing an aggregate
of 14,050,000 warrants at $0.50 per warrant for a total purchase price of $7,025,000 in a private placement (the “Private
Placement”).


 


WHEREAS, as described in the Registration
Statements, and in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, $175,000,000
of the gross proceeds of the IPO and the Private Placement ($201,250,000 if the over-allotment option is exercised in full) will
be delivered to the Trustee to be deposited and held in a trust account for the benefit of the Company and the holders of the Company’s
ordinary shares, no par value (“Ordinary Shares”), issued in the IPO as hereinafter provided (the amount to be delivered
to the Trustee will be referred to herein as the “Property”; the shareholders for whose benefit the Trustee shall hold
the Property will be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be
referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $3,937,500 million in the aggregate (or $5,118,750, if the Underwriters’ over-allotment
option is exercised in full) is attributable to deferred underwriting discounts and commissions that may be payable by the Company
to the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property;


 


IT IS AGREED:


 


1.            Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)          Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust
Account”) established by the Trustee at J.P. Morgan Chase Bank NA in the United States, maintained by Trustee, and at a brokerage
institution selected by the Trustee that is satisfactory to the Company;


 


(b)          Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)          In
a timely manner, upon the instruction of the Company, invest and reinvest the Property (i) in United States government treasury
bills, notes or bonds having a maturity of 180 days or less and/or (ii) in money market funds meeting certain conditions under
Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined
by the Company;


 


(d)          Collect
and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)          Notify
the Company and the Underwriter of all communications received by it with respect to any Property requiring action by the Company;


 




    	 



    	 



    




 


(f)          Supply
any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of
its tax returns;


 


(g)          Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h)          Render
to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements
of the Trust Account; and


 


(i)          Commence
liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the
Company by its Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary, affirmed by counsel for the
Company and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged
and agreed to by the Underwriter, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account
only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that
a Termination Letter has not been received by the Trustee by June 10, 2017 (“Last Date”), the Trust Account shall be
liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to
the Public Shareholders as of the Last Date. The provisions of this Section 1(i) may not be modified, amended or deleted under
any circumstances.


 


(j)          Within
four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment
expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event be
less than $3,937,500.


 


(k)          Distribute
upon receipt of an Amendment Notification Letter (defined below), to Public Shareholders who exercised their redemption rights
in connection with an Amendment (defined below) an amount equal to the pro rata share of the Property relating to the Ordinary
Shares for which such Public Shareholders have exercised redemption rights in connection with such Amendment.


 


2.            Limited
Distributions of Income from Trust Account.


 


(a)          Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by
the Company to cover any income or other tax obligation owed by the Company.


 


(b)          The
limited distributions referred to in Sections 2(a) above shall be made only from income collected on the Property. Except as provided
in Section 2(a), above, no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i)
and 1(k) hereof.


 


(c)          The
Company shall provide the Underwriter with a copy of any Termination Letters and/or any other correspondence that it issues to
the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


3.            Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)          Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Vice Chairman of the
Board, Chief Executive Officer, President or Chief Financial Officer. In addition, except with respect to its duties under paragraphs
1(i) and 2(a) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice
or instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing;


 




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(b)          Subject
to the provisions of Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against,
any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any
claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with
any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the
Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee’s
bad faith, gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the
commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph,
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee
shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain
the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee
may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel;


 


(c)          Pay
the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Section
2(a) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly
understood that the Property shall not be used to pay such fees and further agreed that any fees owed to the Trustee shall be deducted
by the Trustee from the disbursements made to the Company pursuant to Sections 1(i) solely in connection with the consummation
of a Business Combination. The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation
of the IPO and thereafter on the anniversary of the Effective Date;


 


(d)          In
connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes verifying
the vote of the Company’s shareholders regarding such Business Combination; and


 


(e)          In
the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company
agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement.


 


(f)          If
the Company seeks to amend any provision of its Amended and Restated Memorandum and Articles of Association relating to shareholders’
rights or pre-Business Combination activity (including the time within which the Company has to complete a Business Combination)
(in each case an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification
Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise
their redemption option in connection with such Amendment.


 


4.            Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)          Take
any action with respect to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability
to any party except for liability arising out of its own bad faith, gross negligence or willful misconduct;


 


(b)          Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c)          Change
the investment of any Property, other than in compliance with paragraph 1(c);


 


(d)          Refund
any depreciation in principal of any Property;


 


(e)          Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 




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(f)          The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained)
which is believed by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or persons. The
Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or
any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties
and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g)          Verify
the correctness of the information set forth in the Registration Statements or to confirm or assure that any acquisition made by
the Company or any other action taken by it is as contemplated by the Registration Statements;


 


(h)          File
local, state and/or Federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee
statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income
earned on the Property;


 


(i)          Pay
any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes
and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section
2(a) hereof);


 


(j)          Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement
and that, which is expressly set forth herein; and


 


(k)          Verify
calculations, qualify or otherwise approve Company requests for distributions pursuant to Section 1(i), 1(k) or 2(a) above.


 


5.           Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company
and its assets outside the Trust Account and not against the Property or any monies in the Trust Account


 


6.            Termination.
This Agreement shall terminate as follows:


 


(a)          If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that
the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to
the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety days
of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with
any court in the State of New York or with the United States District Court for the Southern District of New York and upon such
deposit, the Trustee shall be immune from any liability whatsoever for any events occurring or actions taken after such deposit;
or


 


(b)          At
such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of paragraph 1(i)
hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate
except with respect to Paragraph 3(b).


 




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7.            Miscellaneous.


 


(a)          The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such information, or of any change in its authorized personnel. In executing funds
transfers, the Trustee will rely upon all information supplied to it by the Company, including account names, account numbers and
all other identifying information relating to a beneficiary, beneficiary’s bank or intermediary bank. The Trustee shall not
be liable for any loss, liability or expense resulting from any error in the information or transmission of the wire.


 


(b)          This
Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. It may be
executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c)          This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Section 1(i) (which may not be amended under any circumstances), this Agreement or any provision hereof may only be changed,
amended or modified by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification
may be made without the prior written consent of the Underwriter. As to any claim, cross-claim or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury. The Trustee may require from Company counsel an opinion as to
the propriety of any proposed amendment.


 


(d)          The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder.


 


(e)          Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery,
by facsimile transmission or email transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer

& Trust Company

17 Battery Place, 8th Floor

New York, New York 10004

Attn: Steven G. Nelson, Chairman, and Frank A. DiPaolo, CFO

Fax No.: (212) 509-5150

Email: steven.nelson@continentalstock.com and

fdipaolo@continentalstock.com


 


if to the Company, to:


 


Electrum Special Acquisition Corporation

c/o The Electrum Group LLC


700 Madison Avenue, 5th Floor

New York, NY 10065


Attn: Eric N. Vincent, Chief Executive Officer

Fax No.: (646) 365-1600

Email: evincent@electrum-group.com


 


in either case with a copy to:


 


Cantor Fitzgerald & Company

499 Park Avenue

New York, New York 10022

Attn: David Batalion

Fax No.: (212) 829-4972

Email: dbatalion@cantor.com


 




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and


 


Greenberg Traurig, LLP

200 Park Avenue

New York, New York 10166

Attn: Alan A. Annex

Fax No.: (212) 801-6400

Email: annex@gtlaw.com


 


and


 


Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

Attn: Stuart Neuhauser,, Esq.

Fax No.: (212)370-7889

Email: sneuhauser@egsllp.com


 


(f)          This
Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g)          Each
of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it
shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds
in the Trust Account under any circumstance. In the event that the Trustee has a claim against the Company under this Agreement,
the Trustee will pursue such claim solely against the Company and not against the Property held in the Trust Account.


 


(h)          Each
of the Company and the Trustee hereby acknowledge that the Underwriter are third party beneficiaries of this Agreement.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties have duly executed this Investment
Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	By:	/s/ Frank A. Di Paolo
	 	 	Name:  Frank A. Di Paolo
	 	 	Title:    Trust Officer
	 	 
	 	ELECTRUM SPECIAL ACQUISITION CORPORATION
	 	 
	 	By:	/s/ Eric N. Vincent
	 	 	Name:  Eric N. Vincent
	 	 	Title:    Chief Executive Officer





 




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SCHEDULE
A


  


	 Fee Item
	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	1,500	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000	 
	Transaction processing fee for disbursements to Company under Section 2	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	 	$	250	 
	Paying Agent services as required pursuant to section 1(i)	 	Billed to Company upon delivery of service pursuant to section 1(i)	 	 	Prevailing rates	 



 




    	 



    	 



    

  


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


17 Battery Place, 8th Floor


New York, New York 10004


Attn: Steven Nelson and Frank DiPaolo


 


Re:         Trust Account No. - Termination
Letter


 


Gentlemen:


 


Pursuant to paragraph 1(i) of the Investment
Management Trust Agreement between Electrum Special Acquisition Corporation (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of June 10, 2015 (“Trust Agreement”), this is to advise you that
the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”)
to consummate a business combination with Target Business (“Business Combination”) on or about [insert date].
The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation
Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the
above-referenced account at __________ to the effect that, on the Consummation Date, all of funds held in the Trust Account will
be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is
acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn
any interest or dividends.


 


On the Consummation Date (i) counsel for
the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall
deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s shareholders
in connection with the Business Combination if a vote is held and (b) joint written instructions from it and _____ with respect
to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (“Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt
of the counsel’s letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event
that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify
the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed
after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof,
the Trust Agreement shall be terminated.


 


In the event that the Business Combination
is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original
Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the
Consummation Date as set forth in the notice.


 


	 	Very truly yours,
	 	 
	 	ELECTRUM SPECIAL ACQUISITION CORPORATION
	 	 
	 	By:	 


 




    	 



    	 



    




 


	AGREED TO AND	 
	ACKNOWLEDGED BY:	 
	 	 
	CANTOR FITZGERALD & CO.	 
	 	 
	By:	 	 
	 	 	 


 




    	 



    	 



    

 





EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

17 Battery Place, 8th Floor

New York, New York 10004

Attn: Steven Nelson and Frank DiPaolo


 


Re:       Trust Account No. - Termination
Letter


 


Gentlemen:


 


Pursuant to paragraph 1(i) of the Investment
Management Trust Agreement Electrum Special Acquisition Corporation (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of June 10, 2015 (“Trust Agreement”), this is to advise you that the
Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s
Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and to transfer the total proceeds
to the Trust Checking Account at ______________ to await distribution to the Public Shareholders. The Company has selected ____________,
20__ as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation
proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the
Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute
said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated
Memorandum and Articles of Association of the Company. Upon the distribution of all the funds in the Trust Account, your obligations
under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	ELECTRUM SPECIAL ACQUISITION 

CORPORATION
	 	 
	 	By:	 
	 	 	 
	 	By:	 


 


cc:       Cantor Fitzgerald & Co.


 




    	 



    	 



    

 








EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

17 Battery Place, 8th Floor

New York, New York 10004

Attn: Frank Di Paolo and Cynthia Jordan


 


Re:        Trust Account No.


 


Gentlemen:


 


Pursuant to paragraph 2(a) of the Investment
Management Trust Agreement between Electrum Special Acquisition Corporation (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of June 10, 2015 (“Trust Agreement”), the Company hereby requests
that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs
such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized
to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	ELECTRUM SPECIAL ACQUISITION

CORPORATION
	 	 
	 	By:	 
	 	 	 
	 	By:	 


 


cc:        Cantor Fitzgerald & Co.


 




    	 



    	 



    

  


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

17 Battery Place, 8th Floor

New York, New York 10004

Attn: Steven Nelson and Frank DiPaolo


 


Re:Trust Account No. [________] -
Termination Letter


 


Gentlemen:


 


Reference is made to the Investment Management
Trust Agreement between Electrum Special Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust
Company, dated as of June 10, 2015 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall
have the meanings ascribed to them in the Trust Agreement.


 


Pursuant to Section 1(k) of the Trust Agreement,
this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the Trust Agreement,
we hereby authorize you to liquidate the Trust Account on [ ] and to transfer $_____ of the proceeds of the Trust to the checking
account at [ ] for distribution to the stockholders that have requested redemption of their shares in connection with such Amendment.
The remaining funds shall be reinvested by you as previously instructed.


 


	 	Very truly yours,
	 	 
	 	
        ELECTRUM SPECIAL

        ACQUISITION CORPORATION

	 	 
	 	By:	 
	 	 	 
	 	By:	 


 


cc:        Cantor Fitzgerald & Co.