Exhibit 10.7


 


GP Investments Acquisition Corp.


150 52nd Street, Suite 5003


New York, NY 10022


 


[●], 2015


GPIC, Ltd.


Clarendon House


2 Church Street


Hamilton, Bermuda


HM11


 


              Re:
Administrative Services Agreement


 


Gentlemen:


 


This letter will confirm our agreement that,
commencing on the date the securities of GP Investments Acquisition Corp. (the “Company”) are first listed on
the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus
filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier
of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described
in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), GPIC,
Ltd. (the “Sponsor”), shall make available to the Company, at 150 E. 52nd Street, Suite 5003, New York, NY 10022
(or any successor location), certain office space, utilities, secretarial support and administrative services as may be reasonably
required by the Company.  In exchange therefor, the Company shall pay GP North America, an affiliate of the Sponsor,
the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date.


 


The Sponsor hereby irrevocably waives any and
all right, title, interest, causes of action and claims of any kind (each, a “Claim”) in or to, and any and
all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public shareholders
of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited
(the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future as a result of, or
arising out of, this agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies
or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim
against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This letter agreement constitutes the entire
agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements,
or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.


 


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


 


No party hereto may assign either this letter
agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any
purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any
interest or title to the purported assignee.


 


This letter agreement, the entire relationship
of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall
be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect
to its choice of laws principles.


 


[Signature page follows]


 




    	 



    	 



    

 


	 	Very truly yours,
	 	 
	 	GP INVESTMENTS ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name: Antonio Bonchristiano
	 	 	Title:   Chief Executive Officer


 


AGREED TO AND ACCEPTED BY:


 


GPIC, LTD.


 


	By:  	 	 
	 	Name: [●]	 
	 	Title:   [●]	 


 


GP North America


 





	By:	 	 
	 	Name: [●]	 
	 	Title:   [●]	 







 


[Signature Page to Administrative Services
Agreement]