Exhibit 10.12


 


Macquarie Capital (USA) Inc.


A Member of the Macquarie Group of Companies


 


	125 West 55th Street	Telephone	1 212 231 1000
	New York, NY 10019	Tollfree	1 800 648 2878
	UNITED STATES	Facsimile	1 212 231 1717
	 	Internet	www.macquarie.com


 


June 27, 2014


 


Mr. Sanjay Arora


Chief Executive Officer


Terrapin 3 Acquisition Corporation


590 Madison Avenue, 35th Floor


New York, NY 10022


 


Dear Mr. Arora:


 


In recognition of the relationship between
Terrapin 3 Acquisition Coporation (the “Company”) and MIHI LLC, the Company agrees that prior to the third anniversary
of the date of this letter agreement, the Company shall, and shall cause its subsidiaries to, engage Macquarie Capital (USA) Inc.
(“Macquarie Capital”), or an affiliate of Macquarie Capital designated by it, to act, on any and all transactions with
a value greater than $30 million, as: (a) a bookrunning managing underwriter, a bookrunning managing placement agent, or a
bookrunning managing initial purchaser, as the case may be, in connection with any offering or placement of securities (including,
but not limited to, debt, equity, preferred and other hybrid equity securities or equity linked securities) by the Company or any
of its subsidiaries, in each case with Macquarie Capital receiving total compensation in respect of any such transaction that is
equal to or better than 40% of the total compensation received by all underwriters, placement agents, and initial purchasers, as
the case may be, in connection with such transaction and not less than the compensation received by any one individual underwriter,
placement agent or initial purchaser, as the case may be, and (b) a financial advisor in connection with any (i) restructuring
(through a recapitalization, extraordinary dividend, stock repurchase, spin-off, joint venture or otherwise) by the Company or
any of its subsidiaries, (ii) acquisition or disposition of a business, asset or voting securities by the Company or any of its
subsidiaries or (iii) debt or equity financing or any refinancing of any portion of any financing by the Company or any of its
subsidiaries, in each case with Macquarie Capital receiving total compensation in respect of any such transaction that is equal
to or greater than 40% of the total compensation received by all financial advisors in connection with such transaction (50% in
the case of the initial business combination (the “Business Combination”)), and not less than the compensation received
by any individual financial advisor. The Company understands that Macquarie Capital may decline any such engagement in its sole
and absolute discretion. Any engagement of Macquarie Capital pursuant to this paragraph shall become a commitment by Macquarie
Capital to assume such engagement only if such engagement is set forth and agreed to by Macquarie Capital in writing in a separate
agreement. Any such engagement shall be on Macquarie Capital’s customary terms (including, as applicable, representations,
warranties, covenants, conditions, indemnities and fees based upon the prevailing market for similar services for global, full-service
investment banks).


 




    	 



    	 



    

 


Mr. Sanjay Arora


June 27, 2014


Page 2


 


With regard to the preceding scope of services,
it is understood that Macquarie Capital will not be retained to render a fairness opinion on the Business Combination, although
this letter agreement will apply, with respect to other aspects of the Business Combination. If, in Macquarie’s sole and
reasonable determination, it is unable to provide the services requested under this agreement, it will notify the board as soon
as practical of its intention to decline such engagement, or to seek an appropriate amendment to this agreement.


 


This letter agreement may be executed in
any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement.
Delivery of an executed counterpart of this letter agreement by facsimile, email or other form of electronic transmission shall
be deemed to constitute due and sufficient delivery of such counterpart. This letter agreement and any related dispute shall be
governed by, and construed and interpreted in accordance with, the laws of the State of New York applicable to contracts executed
in and to be performed in that State.


 


In witness whereof, the parties have caused
this agreement to be executed on their behalf by the undersigned, thereunto duly authorized, as of the date first set forth above.


 


Yours faithfully

Macquarie Capital (USA) Inc.


 


	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


Accepted and Agreed:


 


TERRAPIN 3 ACQUISITION CORPORATION


 


	By:	 	 
	 	Name: Sanjay Arora	 
	 	Title: Chief Executive Officer