Exhibit 10.2


AMENDMENT NO. 1 TO SECURITIES ESCROW
AGREEMENT


 


THIS AMENDMENT NO. 1 TO THE SECURITIES ESCROW
AGREEMENT (this “Amendment”) is made as of May 30, 2017, by and between (i) GP Investments Acquisition Corp.,
a Cayman Islands exempted company (the “Company”), (ii) Continental Stock Transfer & Trust Company, a New York
corporation (the “Escrow Agent”), (iii) GPIC, Ltd, a limited liability company under the laws of Bermuda (the “Sponsor”),
(iv) GPIAC, LLC, a Delaware limited liability company (“GPIAC, LLC”), (v) Fernando d’Ornellas Silva and (vi)
Christopher Brotchie ((i) through (vi) being referred to herein as the “parties”). Capitalized terms contained in this
Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement
(as defined below).


 


WHEREAS, on May 26, 2015, the Company consummated
an initial public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised
of one share of the Company’s ordinary shares, par value $0.0001 per share (“Ordinary Shares”), and one warrant,
each warrant entitling the holder thereof to purchase one-half of one share of Ordinary Shares (“Units”);


 


WHEREAS, on May 19, 2015, the Company entered
into a securities escrow agreement with, among others, the Escrow Agent, the Sponsor and GPIAC, LLC (the “Original Agreement”);


 


WHEREAS, the Company entered into an Underwriting
Agreement dated May 19, 2015 with Citigroup Global Markets, Inc.(“Citigroup”), as representatives of the several underwriters
named therein (the “Underwriting Agreement”);


 


WHEREAS, each of the Private Investors agreed
as a condition of the purchase by the Underwriters (as defined in the Underwriting Agreement) of the Units to deposit the Escrow
Securities in escrow as hereinafter provided;


 


WHEREAS, the Sponsor agreed as a condition
of the Underwriters’ purchase of the Private Placement Warrants immediately prior to and subject to the Closing of the Offering
and to deposit such Private Placement Warrants in escrow in accordance with the Original Agreement;


 


WHEREAS, the Escrow Agent accepted the Escrow
Securities, in escrow, to be held and disbursed as provided in the Original Agreement;


 


WHEREAS, the Company has sought the approval
of its Public Shareholders at an extraordinary general meeting of its shareholders to: (i) extend (the “Extension”)
the date before which the Company must complete a business combination from May 26, 2017 to November 27, 2017 (the “Extension
Amendment”) and (ii) extend the date on which Continental Stock Transfer & Trust Company must liquidate the Trust Account
if the Company has not completed a business combination from May 26, 2017 to November 27, 2017 (the “Trust Amendment”);


 


WHEREAS, holders of at least sixty-five
percent (65%) of the Company’s outstanding ordinary shares approved the Extension Amendment and the Trust Amendment; and


 


WHEREAS, the parties desire to amend the
Original Agreement to reflect the Extension.


 


NOW, THEREFORE, in consideration of the
mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, the parties hereto agree as follows:


  




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1. Amendment of Securities Escrow
Agreement.


 


1.1. Section 3 of the Original Agreement
is hereby by deleting “the two-year anniversary of the Effective Date” and inserting the words “November 27,
2017”.


 


2. Miscellaneous Provisions.


 


2.1. Binding Effect. Each of the
parties to this Amendment hereby agree to be a party to, and to be bound by and subject to the provisions of, the Original Agreement,
as amended by this Amendment.


 


2.2. Successors. All the covenants
and provisions of this Amendment by or for the benefit of the parties to this Amendment shall bind and inure to the benefit of
their permitted respective successors and assigns.


 


2.3. Severability. This Amendment
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms
to such invalid or unenforceable provision as may be possible and be valid and enforceable.


   


2.4. Governing Law and Consent to Jurisdiction.
This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts
executed in and to be performed in that State, including, without limitation, Sections 5-1401 and 5-1402 of the New York General
Obligations Law and the New York Civil Practice Laws and Rules 327(b). The parties to this Amendment agree that any action, proceeding
or claim against it arising out of or relating in any way to this Amendment shall be brought and enforced in the courts of the
State of New York or the United States District Court for the Southern District of New York, and the parties hereto irrevocably
submit to such jurisdiction, which jurisdiction shall be exclusive. The parties to this Amendment hereby waive any objection to
such exclusive jurisdiction and that such courts represent an inconvenient forum.


 


2.5. Waiver of Trial by Jury. Each
party to this Amendment hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim
or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Amendment,
the transactions contemplated hereby, or the actions of the parties in the negotiation, administration, performance or enforcement
hereof.


 


2.6. Counterparts. This Amendment
may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute
but one instrument.


 


2.7. Effect of Headings. The section
headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.


 


2.8. Entire Agreement. The Original
Agreement, as amended by this Amendment, and the Insider Letters and Warrants as referenced in the Original Agreement contain the
entire agreement of the Company and the Private Investors with respect to the subject matter hereof and thereof, and the Original
Agreement, as amended by this Amendment, contains the entire agreement as it pertains to the Escrow Agent and the other parties
hereto and, except as expressly provided in the Original Agreement, may not be changed or modified except by an instrument in writing
signed by all parties to the Original Agreement and the prior written consent of Citigroup.


 


[Signature page follows] 


 






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 IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed as of the date first above written.


 


	 	GP INVESTMENTS ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Antonio Bonchristiano
	 	 	Name: Antonio Bonchristiano
	 	 	Title: Chief Executive Officer, Chief Financial Officer and Director
	 	 



 


 


 


[Signature Page to Amendment to Securities
Escrow Agreement]


 






    	 



     


    

 





	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY,

                    AS ESCROW AGENT

	 	 	 
	 	By:	 /s/ Mark Zimkind
	 	 	Name: Mark Zimkind
	 	 	Title: Senior Vice President








 


 


 




[Signature Page to Amendment to Securities
Escrow Agreement]


 






    	 



     


    

 





	 	GPIC, LTD.
	 	 	 
	 	By:	/s/ Antonio Bonchristiano
	 	 	Name: Antonio Bonchristiano
	 	 	Title: Authorized Signatory




 


 


 





[Signature Page to Amendment to Securities
Escrow Agreement]




 









    	 



     


    

 





	 	GPIAC, LLC
	 	 	 
	 	By:	/s/ Antonio Bonchristiano
	 	 	Name: Antonio Bonchristiano
	 	 	Title: Authorized Signatory
	 	 	 
	 	By:	/s/ Alvaro Lopes
	 	 	Name: Alvaro Lopes


A	 	 	Title: Officer




 


 


 


[Signature Page to Amendment to Securities
Escrow Agreement]


 






    	 



     


    

 








	 	 	Fernando d’Ornellas Silva
	 	 	 
	 	 	/s/ Fernando d’Ornellas Silva




 


 


 


[Signature Page to Amendment to Securities
Escrow Agreement]


 






    	 



     


    

 








	 	 	Christopher Brotchie
	 	 	 
	 	 	/s/ Christopher Brotchie
	 	 	 




 


 


 


[Signature Page to Amendment to Securities
Escrow Agreement]


 






    	 



     


    

 





	 	CITIGROUP GLOBAL MARKETS, INC.,
	 	
        solely for the purposes of consenting to the entry

        into of this Amendment by the parties thereto 

	 	 
	 	By:	/s/ Neil Shah
	 	 	Name: Neil Shah
	 	 	Title: Managing Director




 


 





 


[Signature Page to Amendment to Securities
Escrow Agreement]