Exhibit 10.5


 


PRIVATE PLACEMENT WARRANTS PURCHASE
AGREEMENT


 


THIS PRIVATE PLACEMENT
WARRANTS PURCHASE AGREEMENT, dated as of __________ (as it may from time to time be amended, this “ Agreement
”), is by and between GEF Acquisition Corporation, a Cayman Islands exempted company (the “ Company ”)
and GECC Holdings II, LLC, a Delaware limited liability company (the “ Sponsor ” or the “ Purchaser
”).


 


The Company intends
to consummate a public offering of the Company’s units (the “ Public Offering ”), each unit consisting
of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “ Ordinary Share ”), and
one warrant. Each warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share.
The Purchaser has agreed to purchase 4,750,000 warrants (or up to 5,200,000 depending on the extent to which the over-allotment
option in connection with the Public Offering is exercised) (the “ Private Placement Warrants ”), each
Private Placement Warrant entitling the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share.


 


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


 


AGREEMENT


 


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


 


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


 


B.           
Purchase and Sale of the Private Placement Warrants .


 


(i) On the date
of the consummation of the Public Offering (the “ Closing Date ”), the Company shall issue and sell to
the Purchaser, and the Purchaser shall purchase from the Company, 4,750,000 Private Placement Warrants at a price of $1.00 per
warrant for an aggregate purchase price of $4,750,000 (the “ Purchase Price ”). The Purchaser shall pay
the Purchase Price by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring
instructions, at least one (1) business day prior to the date of effectiveness of the registration statement to be filed in connection
with the Public Offering. On the Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company shall deliver
a certificate evidencing the Private Placement Warrants duly registered in the Purchaser’s name to the Purchaser.


 


(ii) If the over-allotment
option in connection with the Public Offering is exercised, then on or prior to the date of the consummation of the closing of
such over-allotment option (the “ Over-allotment Closing Date ”, and together with the Closing Date,
the “ Closing Dates ”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase
from the Company, up to 450,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up
to $450,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “ Over-allotment
Purchase Price ”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer of immediately available
funds to the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment
by the Purchaser of the Over-allotment Purchase Price, the Company shall deliver a certificate evidencing the Private Placement
Warrants duly registered in the Purchaser’s names to the Purchaser.


 


C.           
Terms of the Private Placement Warrants .


 


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


   


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


 




     


     


    




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


 


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


 


B.           
Authorization; No Breach .


 


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


 


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


  


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


 


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


 


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


 




     


     


    

 


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


 


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


 


B.           
Authorization; No Breach .


 


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


 


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


 


C.            
Investment Representations .


 


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


 


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


 


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


  


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


 


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


 


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


 




     


     


    

 


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


 


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


 


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


  


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


 


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


 


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


 


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


 


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


 


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


 


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


 


C.           
Corporate Consents . The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery
and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


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


  




     


     


    

 


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


 


Section 6.          Termination.
This Agreement may be terminated at any time after November 1, 2016 upon the election by either the Company or a Purchaser entitled
to purchase a majority of the Private Placement Warrants upon written notice to the other parties if the closing of the Public
Offering does not occur prior to such date.


 


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


  


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


 


Section 9.          Miscellaneous.


 


A.          
Successors and Assigns . Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto
whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this
Agreement, other than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).


 


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


 


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


 


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


 


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


 


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


 


[ Signature Page Follows ]


 




     


     


    

 


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


 


	 	COMPANY :
	 	 
	 	GEF ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	PURCHASER :
	 	 
	 	GECC HOLDINGS II, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 [ Signature
Page to Private Placement Warrants Purchase Agreement ]