Exhibit 4.4


 


 


GP INVESTMENTS ACQUISITION CORP.


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


WARRANT AGREEMENT


 


Dated as of [●], 2015





 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of [●], 2015, is by and between GP Investments Acquisition Corp., a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”,
also referred to herein as the “Transfer Agent”).


 


WHEREAS, it is proposed that the Company enter
into that certain Sponsor Warrants Purchase Agreement (the “Private Placement Warrants Purchase Agreement”),
with GPIC, Ltd., a Bermuda limited liability company (the “Sponsor”), pursuant to which the Sponsor will
purchase an aggregate of 5,500,000 warrants simultaneously with the closing of the Offering (as defined below) and up to 562,500
additional warrants in connection with the exercise of the Over-allotment Option (as defined below), if any, bearing the legend
set forth in Exhibit B hereto (the “Private Placement Warrants”) at a purchase price of $1.00
per Private Placement Warrant; and


 


WHEREAS, the Company is engaged in an initial
public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised
of one Ordinary Share (as defined below) and one-half of one Public Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 8,625,000 warrants (including up to 1,125,000 warrants
subject to the Over-allotment Option) to public investors in the Offering (the “Public Warrants” and,
together with the Private Placement Warrants, the “Warrants”). Each Warrant entitles the holder thereof
to purchase one ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”), for $11.50
per share, subject to adjustment as described herein. Only whole warrants are exercisable. A holder of the Public Warrants will
not be able to exercise any one-half of one Warrant unless it is combined with another one-half of one Warrant; and


 


WHEREAS, the Company has filed with the Securities
and Exchange Commission (the “Commission”) a registration statement, No. 333-[●], on Form S-1 (the
“Registration Statement”) and prospectus (the “Prospectus”), for the registration,
under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants
and the Ordinary Shares included in the Units; and


 


WHEREAS, the Company desires the Warrant Agent
to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company desires to provide for the
form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation
of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things have been done and
performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of
the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution
and delivery of this Agreement.


 


NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:


 


1. Appointment of Warrant Agent. The Company
hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment
and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement. 


 




    	 



    	 



    

 


2. Warrants.


 


2.1 Form of Warrant. Each Warrant shall
be issued in registered form only and shall be in substantially the form of Exhibit A hereto, the provisions of which are
incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board, President, Chief Executive
Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile
signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before
such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.
All of the Public Warrants shall initially be represented by one or more global warrant certificates (each a "Global Warrant
Certificate").


 


2.2 Effect of Countersignature. Unless
and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not
be exercised by the holder thereof.


 


2.3 Registration.


 


2.3.1 Warrant Register. The Warrant Agent
shall maintain books (the “Warrant Register”), for the registration of original issuance and the registration
of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants
in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to
the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more Global Warrant Certificates
deposited with the Depository Trust Company (the “Depository”) and registered in the name of Cede &
Co., a nominee of the Depository. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer
of such ownership shall be effected through, records maintained by (i) the Depository or its nominee for each Global Warrant Certificate,
or (ii) institutions that have accounts with the Depository (such institution, with respect to a Warrant in its account, a “Participant”).


 


If the Depository subsequently ceases to make
its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making
other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary
to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depository
to deliver to the Warrant Agent for cancellation each Global Warrant Certificate, and the Company shall instruct the Warrant Agent
to deliver to the Depository definitive certificates in physical form evidencing such Warrants which shall be in the form annexed
hereto as Exhibit A with appropriate insertions, modifications and omissions, as provided above.


 


2.3.2 Registered Holder. Prior to due
presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose
name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner
of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Global
Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


  


2.4 Detachability of Warrants. The Ordinary
Shares and Public Warrants comprising the Units shall begin separate trading on the 52nd day following the date of the Prospectus
or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally
open for normal business (a “Business Day”), then on the immediately succeeding Business Day following
such date, or earlier (the “Detachment Date”) with the consent of Citigroup Global Markets Inc. as representative
of the several underwriters, but in no event shall the Ordinary Shares and the Public Warrants comprising the Units be separately
traded until (A) the Company has filed a current report on Form 8-K with the Commission containing an audited balance sheet reflecting
the receipt by the Company of the gross proceeds of the Offering, including the proceeds received by the Company from the exercise
by the underwriters of their right to purchase additional Ordinary Shares in the Offering (the “Over-allotment Option”),
if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and (B) the Company issues a press release and files
with the Commission a current report on Form 8-K announcing when such separate trading shall begin.


 


2.5 Private Placement Warrants. The
Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any
of their Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a cashless
basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after
the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company;
provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by the members
of the Sponsor and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:


 




    	 



    	 



    

 


(a) to the Company's officers or directors, any
affiliates or family members of any of the Company's officers or directors, any members of the Sponsor or their affiliates, or
any affiliates of the Sponsor,


 


(b) in the case of an individual, by gift to
a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s
immediate family or an affiliate of such person, or to a charitable organization;


 


(c) in the case of an individual, by virtue of
laws of descent and distribution upon death of the individual;


 


(d) in the case of an individual, pursuant to
a qualified domestic relations order;


 


(e) by private sales or by transfers made in
connection with the consummation of the Company's Business Combination at prices no greater than the price at which the securities
were originally purchased;


 


(f) by virtue of the laws of Bermuda or the Sponsor’s
limited liability company agreement upon dissolution of the Sponsor;


 


(g) in the event of the Company's liquidation
prior to the Company's completion of an initial Business Combination; and


 


(h) in the event of the Company's completion
of a liquidation, merger, share exchange or other similar transaction which results in all of the Company's shareholders having
the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company's
initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees
(the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound
by the transfer restrictions in this Agreement.


 


3. Terms and Exercise of Warrants.


 


3.1 Warrant Price. Each whole Warrant
shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions of such Warrant
and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share,
subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Agreement shall mean the price per share at which Ordinary Shares may be purchased at the time a Warrant
is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined
below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) days
prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall
be identical among all of the Warrants.


 


3.2 Duration of Warrants. A Warrant
may be exercised only during the period (the “Exercise Period”) commencing on the later of: (i) the date
that is thirty (30) days after the first date on which the Company completes 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”), or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and terminating
at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company
completes its initial Business Combination, (y) the liquidation of the Company, or (z) other than with respect to the Private Placement
Warrants, the Redemption Date (as defined below) as provided in Section 6.2 hereof (the “Expiration Date”);
provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions,
as set forth in subsection 3.3.2 below, with respect to an effective registration statement. Except with respect to the
right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant) in the event
of a redemption (as set forth in Section 6 hereof), each Warrant (other than a Private Placement Warrant in the event of
a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect
thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion
may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least
twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any
such extension shall be identical in duration among all the Warrants.


 




    	 



    	 



    

 


3.3 Exercise of Warrants.


 


3.3.1 Payment. Subject to the provisions
of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder
thereof by surrendering, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, (i) an election
to purchase form electing to exercise such Warrants represented by Global Warrant Certificates or, as the case may be, the physical
certificate evidencing the Warrants to be exercised, and (ii) a payment in full of the Warrant Price for each full Ordinary Share
as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange
of the Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:


 


(a) in lawful money of the United States, in
good certified check or good bank draft payable to the order of the Warrant Agent;


 


(b) in the event of a redemption pursuant to
Section 6 hereof in which the Company’s board of directors (the “Board”) has elected to
require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for
that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying
the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this
subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section
6.3, the “Fair Market Value” shall mean the average last sale price of the Ordinary Shares for the ten (10) trading
days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants,
pursuant to Section 6 hereof;


 


(c) with respect to any Private Placement Warrant,
so long as such Private Placement Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for that
number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying
the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this
subsection 3.3.1(c), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair
Market Value” shall mean the average last sale price of the Ordinary Shares for the ten (10) trading days ending on the third
trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent; or


 


(d) as provided in Section 7.4 hereof.


 


3.3.2 Issuance of Ordinary Shares on Exercise.
As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment
is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a certificate or certificates
for the number of full Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed
by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant for the number of shares
as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver
any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a
registration statement under the Securities Act with respect to the Ordinary Shares underlying the Public Warrants is then effective
and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4.
No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless
the Ordinary Shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt under the securities
laws of the state of residence of the Registered Holder of the Warrants. In the event that the conditions in the two immediately
preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such
Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants
shall have paid the full purchase price for the Unit solely for the Ordinary Shares underlying such Unit. Subject to Section
4.6 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole number of Ordinary Shares
(i.e., only an even number of half Warrants may be exercised at any given time by a Registered Holder). The Company may require
holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason
of any exercise of warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of
such Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round down to the nearest whole number,
the number of Ordinary Shares to be issued to such holder.


 


3.3.3 Valid Issuance. All Ordinary Shares
issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and nonassessable.


 


3.3.4 Date of Issuance. Each person in
whose name any certificate for Ordinary Shares is issued shall for all purposes be deemed to have become the holder of record of
such Ordinary Shares on the date on which the Warrant was surrendered and payment of the Warrant Price was made, irrespective of
the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the share transfer
books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business
on the next succeeding date on which the share transfer books are open.


 




    	 



    	 



    

 


3.3.5 Maximum Percentage. A holder of
a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection
3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such
election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and
such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person
(together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess
of 4.9% or 9.8% (as specified by the holder) (the “Maximum Percentage”) of the Ordinary Shares outstanding
immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares
beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the
Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be
issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned
by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants)
subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the
number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the
Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public
filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by
the Company or Continental Stock Transfer & Trust Company (the “Transfer Agent”) setting forth the
number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company
shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding.
In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of
equity securities of the Company by the holder and its affiliates since the date as of which such number of outstanding Ordinary
Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum
Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any
such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 


4. Adjustments.


 


4.1 Share Dividends.


 


4.1.1 Split-Ups. If after the date hereof,
and subject to the provisions of Section 4.6 below, the number of outstanding Ordinary Shares is increased by a share dividend
or capitalization payable in Ordinary Shares, or by a split-up of Ordinary Shares or other similar event, then, on the effective
date of such share dividend, split-up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall
be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering to holders of the Ordinary Shares
entitling holders to purchase Ordinary Shares at a price less than the “Fair Market Value” (as defined below) shall
be deemed a share dividend of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold
in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or
exercisable for the Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in
such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering
is for securities convertible into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there
shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise
or conversion and (ii) “Fair Market Value” means the volume weighted average price of the Ordinary Shares as reported
during the ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on
the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 


4.1.2 Extraordinary Dividends. If the
Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities
or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s
capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary
Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with
a proposed initial Business Combination, or (d) in connection with the redemption of public shares upon the failure of the Company
to complete its initial business combination (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary
Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other
assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary
Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the
per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending
on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to
in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment
to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5%
of the offering price of the Units in the Offering).


 




    	 



    	 



    

 


4.2 Aggregation of Shares. If after
the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding Ordinary Shares is decreased
by a consolidation, combination, reverse share split or reclassification of Ordinary Shares or other similar event, then, on the
effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of Ordinary
Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding Ordinary Shares.


 


4.3 Adjustments in Exercise Price. Whenever
the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1
or 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior
to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise
of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so
purchasable immediately thereafter.


 


4.4 Replacement of Securities upon Reorganization,
etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under subsections
4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the
case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which
the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding
Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of
the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the
Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to
such event (the “Alternative Issuance” ); provided, however, that (i) if the holders of
the Ordinary Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets
receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative
Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received
per share by the holders of the Ordinary Shares in such consolidation or merger that affirmatively make such election, and (ii)
if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Ordinary Shares (other than
a tender, exchange or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company
as provided for in the Company’s amended and restated memorandum and articles of association or as a result of the repurchase
of Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for
approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members
of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any
affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group
of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act)
more than 50% of the outstanding Ordinary Shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance,
the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder
if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer
and all of the Ordinary Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments
(from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided
for in this Section 4; provided, further, that if less than 70% of the consideration receivable by the holders
of the Ordinary Shares in the applicable event is payable in the form of common stock in the successor entity that is listed for
trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading
or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days
following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form
8-K filed with the SEC, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant
Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than
zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value
of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped
American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section
6 of this Agreement shall be taken into account, (2) the price of each share of Ordinary Shares shall be the volume weighted
average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the
effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function
on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4)
the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the
Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Ordinary Shares consists exclusively
of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the volume weighted average price of the Ordinary
Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable
event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1,
then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4.
The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations,
sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise
of such Warrant.


  




    	 



    	 



    

 


4.5 Notices of Changes in Warrant. Upon
every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give written
notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase
or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified
in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence of such event
to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.6 No Fractional Shares. Notwithstanding
any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares upon the exercise of Warrants.
If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise
of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest
whole number the number of Ordinary Shares to be issued to such holder.


 


4.7 Form of Warrant. The form of Warrant
need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may
state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement;
provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant
that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned,
whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.8 Other Events. In case any event
shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly
applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants
and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm
of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give
its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent
and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment. The
Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


5. Transfer and Exchange of Warrants .


 


5.1 Registration of Transfer. The Warrant
Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such
Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer.
Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall
be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to
time upon request.


 


5.2 Procedure for Surrender of Warrants.
Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant
Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered
for transfer bears a restrictive legend (as in the case of the Private Placement Warrants), the Warrant Agent shall not cancel
such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company
stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend; provided,
however, that except as otherwise provided herein or in any Global Warrant Certificate, each Global Warrant Certificate
may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or
to a nominee of a successor depository.


 




    	 



    	 



    

 


5.3 Fractional Warrants. The Warrant
Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant
certificate for a fraction of a warrant.


 


5.4 Service Charges. No service charge
shall be made for any exchange or registration of transfer of Warrants.


 


5.5 Warrant Execution and Countersignature.
The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants
required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent,
shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


  


5.6 Transfer of Warrants. Prior to the
Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included,
and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer
of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding
the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment
Date.


 


6. Redemption.


 


6.1 Redemption. Subject to Section
6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while
they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of
the Warrants, as described in Section 6.2 below, at the price of $0.01 per Warrant (the “Redemption Price”),
provided that the last sales price of the Ordinary Shares reported has been at least $24.00 per share (subject to adjustment in
compliance with Section 4 hereof), on each of twenty (20) trading days within the thirty (30) trading-day period
ending on the third Business Day prior to the date on which notice of the redemption is given and provided that there is an effective
registration statement covering the Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto,
available throughout the 30-day Redemption Period (as defined in Section 6.2 below) or the Company has elected to
require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1.


 


6.2 Date Fixed for, and Notice of, Redemption.
In the event that the Company elects to redeem all of the Warrants, the Company shall fix a date for the redemption (the “Redemption
Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty
(30) days prior to the Redemption Date (such 30-day period, the “Redemption Period”) to the Registered
Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed
in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received
such notice.


 


6.3 Exercise After Notice of Redemption.
The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with subsection 3.3.1(b) of
this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof
and prior to the Redemption Date. In the event that the Company determines to require all holders of Warrants to exercise their
Warrants on a “cashless basis” pursuant to subsection 3.3.1, the notice of redemption shall contain the information
necessary to calculate the number of Ordinary Shares to be received upon exercise of the Warrants, including the “Fair Market
Value” (as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after the Redemption Date, the
record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


  


6.4 Exclusion of Private Placement Warrants.
The Company agrees that the redemption rights provided in this Section 6 shall not apply to the Private Placement Warrants
if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor or its Permitted Transferees.
However, once such Private Placement Warrants are transferred (other than to Permitted Transferees under subsection 2.5),
the Company may redeem the Private Placement Warrants, provided that the criteria for redemption are met, including the opportunity
of the holder of such Private Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section
6.3. Private Placement Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease
to be Private Placement Warrants and shall become Public Warrants under this Agreement.


 




    	 



    	 



    

 


7. Other Provisions Relating to Rights of
Holders of Warrants.


 


7.1 No Rights as Shareholder. A Warrant
does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation,
the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice
as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.


 


7.2 Lost, Stolen, Mutilated, or Destroyed
Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to
indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any
such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen,
mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3 Reservation of Ordinary Shares.
The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that shall be
sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4 Registration of Ordinary Shares; Cashless
Exercise at Company’s Option.


 


7.4.1 Registration of the Ordinary Shares.
The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of its
initial Business Combination, it shall use its best efforts to file with the Commission a registration statement for the registration,
under the Securities Act of 1933, as amended (the “Securities Act’), of the Ordinary Shares issuable upon exercise
of the Warrants. The Company shall use its best efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with
the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following
the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st
Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective
by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement
covering the Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,”
by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption) for that number of Ordinary
Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied
by the difference between the Warrant Price and the “Fair Market Value” (as defined below) by (y) the Fair Market Value.
Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume weighted average price
of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the date that notice
of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date
that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection
with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an
opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise
of the Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required to be registered under the
Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under United States federal securities
laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act) of the Company and, accordingly,
shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt,
unless and until all of the Warrants have been exercised, the Company shall continue to be obligated to comply with its registration
obligations under the first three sentences of this subsection 7.4.1.


  


7.4.2 Cashless Exercise at Company’s
Option. If the Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such
that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company
may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event
the Company so elects, the Company shall not be required to file or maintain in effect a registration statement for the registration,
under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement
to the contrary. If the Company does not elect at the time of exercise to require a holder of Public Warrants who exercises Public
Warrants to exercise such Public Warrants on a “cashless basis,” it agrees to use its best efforts to register or qualify
for sale the Ordinary Shares issuable upon exercise of the Public Warrant under the blue sky laws of the state of residence in
those states in which the Warrants were initially offered by the Company of the exercising Public Warrant holder to the extent
an exemption is not available.


 




    	 



    	 



    

 


8. Concerning the Warrant Agent and Other
Matters.


 


8.1 Payment of Taxes. The Company shall
from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the
issuance or delivery of Ordinary Shares upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer
taxes in respect of the Warrants or such shares.


 


8.2 Resignation, Consolidation, or Merger
of Warrant Agent .


 


8.2.1 Appointment of Successor Warrant Agent.
The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties
and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent
becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent
in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it
has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with
such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of
the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost.
Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under
the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State
of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal
or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities,
duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without
any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute
and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers,
and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make,
execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to
such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


 


8.2.2 Notice of Successor Warrant Agent.
In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent
and the Transfer Agent for the Ordinary Shares not later than the effective date of any such appointment.


 


8.2.3 Merger or Consolidation of Warrant Agent.
Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from
any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement
without any further act.


 


8.3 Fees and Expenses of Warrant Agent.


 


8.3.1 Remuneration. The Company agrees
to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations
under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur
in the execution of its duties hereunder.


 


8.3.2 Further Assurances. The Company
agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further
and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Agreement.


 


8.4 Liability of Warrant Agent.


 


8.4.1 Reliance on Company Statement. Whenever
in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or
matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement
signed by the President, Chief Executive Officer or Chairman of the Board of the Company and delivered to the Warrant Agent. The
Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this
Agreement.


 




    	 



    	 



    

 


8.4.2 Indemnity. The Warrant Agent shall
be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant
Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything
done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross
negligence, willful misconduct or bad faith.


 


8.4.3 Exclusions. The Warrant Agent shall
have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant
(except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant
or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments
required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment
or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed
to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this
Agreement or any Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully paid and nonassessable.


 


8.5 Acceptance of Agency. The Warrant
Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein
set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account
for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares through the exercise
of the Warrants.


 


8.6 Waiver. The Warrant Agent has no
right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution
of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between
the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against the
Trust Account and any and all rights to seek access to the Trust Account.


 


9. Miscellaneous Provisions.


 


9.1 Successors. All the covenants and
provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns.


 


9.2 Notices. Any notice, statement or
demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company
shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing
by the Company with the Warrant Agent), as follows:


 


GP Investments Acquisition Corp.


150 E. 52nd Street, Suite 5003


New York, New York 10022


Attention: Antonio Bonchristiano


 


Any notice, statement or demand authorized by this Agreement to
be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so
delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit
of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as
follows:


  


Continental Stock Transfer & Trust Company


17 Battery Place


New York, NY 10004


Attention: Compliance Department


 


9.3 Applicable Law. The validity, interpretation,
and performance of this Agreement and of the Warrants shall be governed in all respects by 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.
The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement
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 irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any
objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.


 




    	 



    	 



    

 


9.4 Persons Having Rights under this Agreement.
Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto
and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant,
condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained
in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the
Registered Holders of the Warrants.


 


9.5 Examination of the Warrant Agreement.
A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan,
City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder
to submit his Warrant for inspection by it.


 


9.6 Counterparts. This Agreement may
be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


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


 


9.8 Amendments. This Agreement may be
amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to
matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall
not adversely affect the interest of the Registered Holders. All other modifications or amendments, including any amendment to
increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of only the Private Placement Warrants,
shall require the vote or written consent of the Registered Holders of 50% of the then outstanding Public Warrants. Notwithstanding
the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1
and 3.2, respectively, without the consent of the Registered Holders.


 


9.9 Severability. This Agreement shall
be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Agreement 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 Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible and be valid and enforceable.


 


Exhibit A — Form of Global Warrant Certificate


Exhibit B Legend — Sponsor’s Warrants


 




    	 



    	 



    

 


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


 


	 	GP INVESTMENTS ACQUISITION CORP.
	 	 	 
	 	By	 
	 	 	Name: Antonio Bonchristiano
	 	 	Title: Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER &

TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By	 
	 	 	Name: 
	 	 	Title: 


 


[Signature Page to Warrant Agreement]


 




    	 



    	 



    

 


EXHIBIT A


 


[Form of Global Warrant Certificate]


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO


THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED
FOR


IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


GP INVESTMENTS ACQUISITION CORP.


Incorporated Under the Laws of the Cayman
Islands


 


CUSIP [●]


 


Global Warrant Certificate


 


This Global Warrant Certificate certifies
that             , or registered assigns, is the registered
holder of               warrant(s) (the “Warrants”
and each, a “Warrant”) to purchase Ordinary Shares, $.0001 par value (“Ordinary Shares”),
of GP Investments Acquisition Corp., a Cayman Islands exempted company (the “Company”). Each Warrant
entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the
Company that number of fully paid and nonassessable Ordinary Shares as set forth below, at the exercise price (the “Exercise
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless
exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Global
Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to
the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Global Warrant Certificate but not defined
herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially exercisable for
one fully paid and non-assessable Ordinary Share. The number of the Ordinary Shares issuable upon exercise of the Warrants is subject
to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


The initial Exercise Price per Ordinary Share
for any Warrant is equal to $11.50 per share; provided however, that a Warrant may not be exercised for a fractional share, so
that only an even number of half Warrants may be exercised at a given time. The Exercise Price is subject to adjustment upon the
occurrence of certain events set forth in the Warrant Agreement.


 


Subject to the conditions set forth in the Warrant
Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise
Period, such Warrants shall become void.


 


Reference is hereby made to the further provisions
of this Global Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the
same effect as though fully set forth at this place.


 


This Global Warrant Certificate shall not be
valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 




    	 



    	 



    

 


This Global Warrant Certificate shall be governed
by and construed in accordance with the internal laws of the State of New York.


 


	 	GP INVESTMENTS ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name: Antonio Bonchristiano
	 	 	Title: Chief Executive Officer
	 	 	 
	 	Continental Stock Transfer & Trust

Company, as Warrant Agent
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 




    	 



    	 



    

 


[Form of Global Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Global Warrant
Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive              
Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [·],
2015 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer
& Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement
is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words
“holders” or “holder” meaning the Registered Holders or Registered Holder)
of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined
terms used in this Global Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised at any time during
the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Global Warrant Certificate may
exercise them by surrendering this Global Warrant Certificate, with the form of election to purchase set forth hereon properly
completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless
exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent.
In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total
number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Global Warrant
Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything else in this Global
Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement
covering the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder
relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the
Warrant Agreement.


 


The Warrant Agreement provides that upon the
occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the face hereof
may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive
a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary
Shares to be issued to the holder of the Warrant.


 


Global Warrant Certificates, when surrendered
at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Global Warrant Certificate or Global Warrant Certificates of
like tenor evidencing in the aggregate a like number of Warrants.


 


Upon due presentation for registration of transfer
of this Global Warrant Certificate at the office of the Warrant Agent a new Global Warrant Certificate or Global Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this
Global Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or
other governmental charge imposed in connection therewith.


 


The Company and the Warrant Agent may deem and
treat the Registered Holder(s) hereof as the absolute owner(s) of this Global Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s)
hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
Neither the Warrants nor this Global Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.


 


Election to Purchase


 




    	 



    	 



    

 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects to exercise the right,
represented by this Global Warrant Certificate, to receive              
Ordinary Shares and herewith tenders payment for such shares to the order of GP Investments Acquisition Corp. (the “Company”)
in the amount of $              in accordance with the terms hereof.
The undersigned requests that a certificate for such shares be registered in the name of              ,
whose address is               and that such shares be delivered
to               whose address is              .
If said number of shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Global
Warrant Certificate representing the remaining balance of such shares be registered in the name of              ,
whose address is              , and that such Global Warrant Certificate
be delivered to              , whose address is              .


 


In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise
pursuant to Section 6.3 of the Warrant Agreement, the number of shares that this Warrant is exercisable for shall be determined
in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In the event that the Warrant is a Private Placement
Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement,
the number of shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of
the Warrant Agreement.


 


In the event that the Warrant is to be exercised
on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares that this Warrant
is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares that this Warrant is exercisable
for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise
and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented
by this Global Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares.
If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise),
the undersigned requests that a new Global Warrant Certificate representing the remaining balance of such shares be registered
in the name of              , whose address is              ,
and that such Global Warrant Certificate be delivered to              ,
whose address is              .


 


	Date:              , 2015	 	(Signature)
	 	 	 
	 	 	(Address)


  


	 	 	 
	 	 	(Tax Identification Number)


 


	Signature Guaranteed:	 	 
	 	 	 
	 	 	 


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 




    	 



    	 



    

 


EXHIBIT B


 


LEGEND


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION
FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENTS
BY AND AMONG GP INVESTMENTS ACQUISITION CORP. (THE “COMPANY”), GPIC, LTD. AND THE OTHER PARTIES THERETO, THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH
THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT
TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT
TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF
THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT
TO BE EXECUTED BY THE COMPANY.