Exhibit 10.5


 





 


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of [●], 2015 by and between GP Investments Acquisition
Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust
Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, Registration Statement No. 333-[●] (the “Registration Statement”) and prospectus
(the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists one of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),
and one-half of one warrant, each whole warrant (only whole warrants are exercisable) entitling the holder thereof to purchase
one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been
declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered into an
Underwriting Agreement with Citigroup Global Markets Inc. (the “Underwriters”) named therein (the “Underwriting
Agreement”); and


 


WHEREAS, as described in the Registration
Statement, $150,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting
Agreement) (or $172,500,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee
to be deposited and held in a segregated trust account located in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Company’s Ordinary Shares included in the Units issued in the Offering
as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is 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 $5,250,000, or $6,037,500 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.


 


NOW THEREFORE, 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 the Trust Account established by the Trustee at JP Morgan Chase
Bank, N.A. and at a brokerage institution selected by the Trustee that is reasonably 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 written
instruction of the Company, invest and reinvest the Property in United States government securities within the meaning of Section
2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 180 days or less, or in money market funds meeting
the conditions of paragraphs (c)(2), (c)(3), (c)(4) and (c)(5) of Rule 2a-7 promulgated under the Investment Company Act of 1940,
as amended, which invest only in direct U.S. government treasury obligations, as determined by the Company; it being understood
that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder;


 


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





 


(e) Promptly notify the Company and Citigroup
Global Markets Inc. of all communications received by the Trustee directing or relating to the withdrawal of principal;


 






    	 



    	 



    

 


(f) Supply any necessary information or
documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the
tax returns relating to assets held in the Trust Account;


 


(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;


 


(i) Commence liquidation of the Trust Account
only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“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, Chief Financial Officer or Chairman of the board of directors (the “Board”)
or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the
Trust Account, including interest (which interest shall be net of any taxes payable and less up to $100,000 of interest that may
be released to the Company to pay dissolution expenses, it being understood that the Trustee has no obligation to monitor or question
the Company’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and
the other documents referred to therein, or (y) upon the date which is 24 months after the closing of the Offering, if a Termination
Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance
with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including
interest (which interest shall be net of any taxes payable and less up to $100,000 of interest that may be released to the Company
to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date; provided, however, that
in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins
to liquidate the Property because it has received no such Termination Letter by the date which is 24 months after the closing of
the Offering, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed
to the Public Shareholders;


 


(j) 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 (a “Tax Payment
Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned
on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or
interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer
or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided,
however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall
liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution; so
long as there is no reduction in the principal amount initially deposited in the Trust Account; provided, however,
that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied
by a copy of the franchise tax bill for the Company and a written statement from the principal financial officer of the Company
setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess of interest income earned
on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute
presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said
request; and


 


(k) Not make any withdrawals or distributions
from the Trust Account other than pursuant to Section 1(i) or (j) above.





 


2. 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, President, Chief Executive Officer or Chief Financial
Officer. In addition, except with respect to its duties under Sections 1(i) and 1(j) hereof, 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
and with reasonable care, 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;


 






    	 



    	 



    

 


(b) Subject to Section 4 hereof, hold the
Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements,
or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any 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 interest earned on the Property,
except for expenses and losses resulting from the Trustee’s gross negligence, fraud 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 Section 2(b), 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 such consent shall not be unreasonably withheld. The
Company may participate in such action with its own counsel;


 


(c) Pay the Trustee the fees set forth
on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee 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 unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(j) hereof.
The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the
Offering. The Trustee shall refund to the Company the monthly fee (on a pro rata basis) with respect to any period after the liquidation
of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in
this Section 2(c) and as may be provided in Section 2(b) hereof;


 


(d) In connection with any vote of the
Company’s shareholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination involving the Company and one or more businesses (a “Business Combination”), provide
to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such
shareholders regarding such Business Combination;


 


(e) Provide Citigroup Global Markets Inc.
with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed
withdrawal from the Trust Account promptly after it issues the same;


 


(f) Instruct the Trustee to make only those
distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that
are not permitted under this Agreement; and


 


(g) 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 be up to $6,037,500 if the incentive
to the Underwriters is granted or up to $5,175,000 if the incentive to the Underwriters is not granted.


 


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


 


(a) 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;


 


(b) Take any action with respect to the
Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability
arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) 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;


 


(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;


 






    	 



    	 



    

 


(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 Trustee’s
best judgment, except for the Trustee’s gross negligence, fraud 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, which counsel may be the Company’s counsel), 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 the Trustee believes, in good faith and with reasonable care, 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 accuracy of the information
contained in the Registration Statement;


 


(h) Provide any assurance that any Business
Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(i) File information returns with respect
to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting
the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute and file tax reports,
income or other tax returns and pay any income or franchise taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited
to, income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k) Verify calculations, qualify or otherwise
approve the Company’s written requests for distributions pursuant to Sections 1(i) and 1(j) hereof.


 


4. 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 2(b) or Section 2(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.


 


5. 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, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies
the Trustee that a successor trustee has been appointed 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 (90) 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; or


 


(b) At such time that the Trustee has completed
the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof (which section
may not be amended under any circumstances) and distributed the Property in accordance with the provisions of the Termination Letter,
this Agreement shall terminate except with respect to Section 2(b).


 


6. 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 confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee
shall 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. Except for any liability arising out of the
Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense
resulting from any error in the information or transmission of the funds.


 






    	 



    	 



    

 


(b) This Agreement shall be governed by
and 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. This Agreement 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) hereof
(which may not be modified, amended or deleted without the affirmative vote of sixty five percent (65%) of the then outstanding
Ordinary Shares; provided that no such amendment will affect any Public Shareholder who has otherwise either (i) indicated his
election to redeem his Ordinary Shares in connection with a shareholder vote sought to amend this Agreement or (ii) not consented
to any amendment to this Agreement to extend to the time he would be entitled to a return of his pro rata amount in the Trust Account),
this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by
a writing signed by each of the parties hereto.


 


(d) The parties hereto consent to the jurisdiction
and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes
hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL
BY JURY.


 


(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 or by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust
Company


17 Battery Place


New York, New York 10004


Attn: Steven G. Nelson or Frank Di Paolo


Fax No.: (212) 509-5150 


 


if to the Company, to:


 


GP Investments Acquisition Corp.


150 E. 52nd Street, Suite 5003


New York, New York 10022


Attn: Antonio Bonchristiano


Fax No.: [●]


 


in each case, with copies to:


 


Skadden, Arps, Slate, Meagher & Flom
LLP


525 University Avenue, Suite 1400


Palo Alto, CA 94301


Attn: Gregg A. Noel, Esq.


Michael J. Mies, Esq.


Fax No.: (213) 621-5234


Fax No.: (650) 798-6510


 


  and


 


Citigroup Global Markets Inc.


388 Greenwich Street


New York, New York 10013


Attn: General Counsel


Fax No.: (646) 291-1469


 






    	 



    	 



    

 


and


 


Davis Polk & Wardwell LLP


450 Lexington Avenue


New York, NY 10017


Attn: Deanna L. Kirkpatrick, Esq.


Manuel Garciadiaz, Esq.


Fax No.: (212) 701-5135


Fax No.: +55-11-4871-8501


 


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


 


(g) Each of the Company and the Trustee
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.


 


(h) This Agreement is the joint product
of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement
of such parties and shall not be construed for or against any party hereto.


 


(i) This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one
and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute
valid and sufficient delivery thereof.


 


(j) Each of the Company and the Trustee
hereby acknowledges and agrees that Citigroup Global Markets Inc. is a third party beneficiary of this Agreement.


 


(k) Except as specified herein, no party
to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 




    	 



    	 



    

 


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:  	 
	 	 	
        Name: [●]

        Title:   [●]

	 	 	 
	 	GP Investments Acquisition Corp.
	 	 	 
	 	By:    	 
	 	 	
        Name: Antonio Bonchristiano

        Title:   Chief Executive Officer



  








[Signature Page to Investment Management
Trust Agreement]


 




    	 



    	 



    

 





SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	1,500	 
	Trustee administration fee	 	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	10,000	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	 	$	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


New York, New York 10004


Attn: Steven G. Nelson or Frank Di Paolo


 


	 	Re:	Trust Account No. Termination Letter


 


Gentlemen:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between GP Investments Acquisition Corp. (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of [●], 2015 (“Trust Agreement”),
this is to advise you that the Company has entered into an 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 forty-eight (48) hours in advance of the actual date of the consummation of the Business
Combination (“Consummation Date”). Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and
to transfer the proceeds into the trust checking account at Citibank, N.A. 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 checking account at Citibank,
N.A. 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, or will be consummated
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer, which verifies that
the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) joint written
instruction signed by the Company and [●] with respect to the transfer of the funds held in the Trust Account, including
payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed
and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification 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 in writing of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to
the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related
to liquidating the Trust Account, your obligations under 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 Section 1(c) of the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	GP Investments Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc: Citigroup Global Markets Inc.


 




    	 



    	 



    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven G. Nelson or Frank Di Paolo


 


	 	Re:	Trust Account No. Termination Letter


 


Gentlemen:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between GP Investments Acquisition Corp. (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of [●], 2015 (“Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business (“Business
Combination”) within the time frame specified in the Company’s amended and restated memorandum and articles
of association as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined
herein 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 of the assets in the Trust Account on [●], 2017 and to transfer the total proceeds into the
trust checking account at Citibank, N.A. to await distribution to the Public Shareholders. The Company has selected [●],
2017, as the record date for the purpose of determining the Public Shareholders entitled to receive their share of the liquidation
proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds
directly to the Company’s 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, your obligations under the Trust
Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	GP Investments Acquisition Corp.
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


 


cc: Citigroup Global Markets Inc.


 







    	 



    	 



    




  


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Cynthia Jordan


 


	 	Re:	Trust Account No. Tax Payment Withdrawal Instruction


 


Gentlemen:


 


Pursuant to Section 1(j) of the Investment
Management Trust Agreement between GP Investments Acquisition Corp. (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of [●], 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. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay for the
tax obligations as set forth on the attached tax return or tax statement. 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,
	 	 
	 	GP Investments Acquisition Corp.
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


 


cc: Citigroup Global Markets Inc.