Exhibit 10.3


 


SPONSOR WARRANTS PURCHASE AGREEMENT


 


THIS SPONSOR WARRANTS
PURCHASE AGREEMENT, effective as of [●], 2015 (as it may from time to time be amended and including all exhibits referenced
herein, this “Agreement”), is entered into by and between GP Investments Acquisition Corp., a Cayman Islands
exempted company (the “Company”), and GPIC, Ltd., a Bermuda limited liability company (the “Purchaser”).


 


WHEREAS:


 


The Company intends to
consummate a public offering of the Company’s units (the “Public Offering”), each unit consisting of one
of the Company's ordinary shares, par value $0.0001 per share (a “Share”), and one-half of one warrant;


 


Each whole warrant entitles
the holder to purchase one Share at an exercise price of $11.50 per Share; and


 


The Purchaser has agreed
to purchase an aggregate of 5,500,000 warrants (the "Base Sponsor Warrants") (or up to 6,062,500 warrants if the
over-allotment option in connection with the Public Offering is exercised in full; these additional 562,500 warrants the "Additional
Sponsor Warrants", and together with the Base Sponsor Warrants, the “Sponsor Warrants”), each Sponsor
Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.


 


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


 


AGREEMENT


 


Section 1. Authorization, Purchase
and Sale; Terms of the Sponsor Warrants.


 


A. Authorization
of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.


 


B. Purchase and
Sale of the Sponsor Warrants.


 


(i) Simultaneous with
the consummation of the Public Offering (the “Closing Date”), the Company shall issue and sell to the Purchaser,
and the Purchaser shall purchase from the Company, 5,500,000 Sponsor Warrants at a price of $1.00 per warrant for an aggregate
purchase price of $5,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available
funds to the Company in accordance with the Company’s wiring instructions. On the Closing Date, upon the payment by the Purchaser
of the Purchase Price by wire transfer of immediately available funds to the Company, the Company shall deliver a certificate evidencing
the Base Sponsor Warrants duly registered in the Purchaser’s name to the Purchaser.


  


(ii) Simultaneous with
the consummation of the closing of the over-allotment option in connection with the Public Offering (the “Over-allotment
Closing Date”, and together with the Closing Date, the “Closing Dates”), the Company shall issue and
sell to the Purchaser, and the Purchaser shall purchase from the Company, the Sponsor Warrants at a price of $1.00 per warrant
for an aggregate purchase price of up to $562,500 (if the over-allotment option in connection with the Public Offering is exercised
in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available
funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment
by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company
shall deliver a certificate evidencing the Additional Sponsor Warrants duly registered in the Purchaser’s name to the Purchaser.


  


C. Terms of the
Sponsor Warrants.


 


(i) Each Sponsor Warrant
shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with
the Public Offering (a “Warrant Agreement”).


 


(ii) At the time of the
closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to
the Sponsor Warrants and the Shares underlying the Sponsor Warrants.


 




    	 



    	 



    

 


Section 2. Representations and Warranties
of the Company.  As a material inducement to the Purchaser to enter into this Agreement and purchase the Sponsor Warrants,
the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the Closing Dates)
that:


 


A. Organization
and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the
laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company
possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and
the Warrant Agreement.


 


B. Authorization;
No Breach.


 


(i) The execution, delivery
and performance of this Agreement and the Sponsor Warrants have been duly authorized by the Company as of the Closing Date. This
Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance
in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Sponsor Warrants will constitute
valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates.


 


(ii) The execution and
delivery by the Company of this Agreement and the Sponsor Warrants, the issuance and sale of the Sponsor Warrants, the issuance
of the Shares upon exercise of the Sponsor Warrants and the fulfillment of, and compliance with, the respective terms hereof and
thereof by the Company, do not and will not as of the Closing Dates (a) conflict with or result in a breach of the terms,
conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest,
charge or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation of, or (e) require
any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative
or governmental body or agency, pursuant to the amended and restated memorandum and articles of association of the Company in effect
on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute,
rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject,
except for any filings required after the date hereof under federal or state securities laws.


 


C. Title to Securities.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in
the Company's register of members, the Shares issuable upon exercise of the Sponsor Warrants will be duly and validly issued, fully
paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement,
and upon registration in the Company's register of members, the Purchaser will have good title to the Sponsor Warrants and the
Shares issuable upon exercise of such Sponsor Warrants, free and clear of all liens, claims and encumbrances of any kind, other
than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions
under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 


D. Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is
required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the
Company of any other transactions contemplated hereby.


 


E. Regulation D Qualification. Neither
the Company nor, to its knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more
of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under
the Securities Act of 1933, as amended (the “Securities Act”).


 


Section 3. Representations and Warranties
of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the Sponsor
Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall
survive the Closing Dates) that:


  


A. Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement.


 




    	 



    	 



    

 


B. Authorization;
No Breach.




 


(i) This Agreement constitutes
a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights
and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii) The execution and
delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not
and shall not as of the Closing Dates conflict with or result in a breach by the Purchaser of the terms, conditions or provisions
of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.


 


C. Investment
Representations.


 


(i) The Purchaser is acquiring
the Sponsor Warrants and, upon exercise of the Sponsor Warrants, the Shares issuable upon such exercise (collectively, the “Securities”),
for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with,
any public sale or distribution thereof.


 


 (ii) The Purchaser
is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser
has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii) The Purchaser understands
that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements
of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the
Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv) The Purchaser did
not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule
502(c) under the Securities Act.


 


(v) The Purchaser has
been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the
offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to
ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities
involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an
informed investment decision with respect to the acquisition of the Securities.


 


(vi) The Purchaser understands
that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation
or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such
authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii) The Purchaser understands
that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws,
and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold
in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither
the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the
Securities and Exchange Commission has taken the position that promoters or affiliates of a blank check company and their transferees,
both before and after a Business Combination, are deemed to be “underwriters” under the Securities Act when reselling
the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not
be available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the
Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements
of the Securities Act. 


 


(viii) The Purchaser has
such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an
investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated
hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies
and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities.
The Purchaser can afford a complete loss of its investments in the Securities.


  


Section 4. Conditions
of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Sponsor Warrants are
subject to the fulfillment, on or before the Closing Dates, of each of the following conditions:


 




    	 



    	 



    

 


A. Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at
and as of the Closing Dates as though then made.


 


B. Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before the Closing Dates.


 


C. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


D. Warrant Agreement.
The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser.


 


Section 5. Conditions
of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to
the fulfillment, on or before the Closing Dates, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at
and as of the Closing Dates as though then made.


 


B. Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by the Purchaser on or before the Closing Dates.


 


D. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


E. Warrant Agreement.
The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 


Section 6. Termination. This
Agreement may be terminated at any time after [●] upon the election by either the Company or the Purchaser entitled
to purchase a majority of the Sponsor Warrants upon written notice to the other parties if the closing of the Public Offering does
not occur prior to such date.


 


Section 7. Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive the Closing
Dates.


 


Section 8. Definitions. Terms
used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on
Form S-1 the Company plans to file with the Securities and Exchange Commission, under the Securities Act.


 


Section 9. Miscellaneous.


 


A. Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or
on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement,
other than assignments by the Purchaser to affiliates thereof.


 


B. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement.


 




    	 



    	 



    

 


D. Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example
rather than by limitation.


 


E. Governing Law.
This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York.


 


F. Amendments.
This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed
by all parties hereto.


 


[Signature page follows]


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the parties hereto
have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	GP INVESTMENTS ACQUISITION CORP.
	 	 	 	 
	 	 	By:	 
	 	 	 	Name: Antonio Bonchristiano
	 	 	 	Title:  Chief Executive Officer
	 	 	 	 
	 	PURCHASER:
	 	 
	 	GPIC, LTD.
	 	 	 	 
	 	 	By:	 
	 	 	 	Name: [●]
	 	 	 	Title:  [●]


 


[Signature page to Sponsor
Warrants Purchase Agreement]