Exhibit 10.2


 


 


THIS PROMISSORY NOTE (“NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE
SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.


 


PROMISSORY
NOTE


 


	Principal Amount:  $______	
        Dated as of July 19, 2016

        New York, New York



 


Pursuant to that certain
Expense Advance Agreement (the “Agreement”), dated as of July 16, 2014, by and between Terrapin 3 Acquisition
Corporation, a Delaware corporation (the “Maker”), and ___________ (the “Payee”),
the Maker promises to pay to the order of the Payee or its registered assigns or successors in interest, or order, the principal
sum of ___________ ($______) in lawful money of the United States of America, on the terms and conditions described below. All
payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the
Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this
Note.


 


1.                 
Principal. The principal balance of Note shall be payable on the date on which Maker consummates a Business Combination.
The principal balance may be prepaid at any time.


 


2.                 
Interest. No interest shall accrue on the unpaid principal balance of this Note.


 


3.                 
Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection
of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of
any late charges and finally to the reduction of the unpaid principal balance of this Note.


 


4.                 
Events of Default. The following shall constitute an event of default (“Event of Default”):


 


(a)               
Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within
five (5) business days of the date specified above.


 


(b)              
Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency,
reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its
property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts
as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.


 






     


     


    

  


(c)               
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises
in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property,
or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect
for a period of 60 consecutive days.


 


5.                 
Remedies.


 


(a)               
Upon the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare
this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable
thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)              
Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of this Note,
and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without
any action on the part of Payee.


 


6.                 
Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand,
notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings
instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future
laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment,
levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment;
and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of
execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.


 


7.                 
Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance,
default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the
liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or
modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications
that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers,
endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 


8.                 
Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be:
(i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile
or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such
party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to
the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in
writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery,
if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission,
one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 






     


     


    

  


9.                 
Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO
CONFLICT OF LAW PROVISIONS THEREOF.


 


10.             
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.


 


11.             
Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest
or claim of any kind (“Claim”) in or to any distribution of or from the trust account in which the proceeds
of the initial public offering (the “IPO”) conducted by the Maker (including the deferred underwriters discounts
and commissions) and the proceeds of the sale of the warrants issued in a private placement that occurred prior to the effectiveness
of the IPO are deposited, as described in greater detail in the registration statement and prospectus filed with the Securities
and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
for any Claim against such trust account for any reason whatsoever in respect of this Note; provided, however, that if the Maker
completes its Business Combination, the Maker shall repay the principal balance of this Note out of the proceeds released to the
Maker from the Trust Account.


 


12.             
Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written
consent of the Maker and the Payee.


 


13.             
Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party
hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment
without the required consent shall be void; provided, however, that the foregoing shall not apply to an affiliate of the Payee
who agrees to be bound to the terms of this Note.


 


14.             
Conversion.


 


(a)               
At the Payee’s option, at any time prior to payment in full of the principal balance of this Note, the Payee may elect
to convert all or any portion of this Note into that number of warrants (the “Warrants”) equal to: (i) the portion
of the principal amount of the Note being converted pursuant to this Section 14, divided by (ii) $0.50, rounded up to the nearest
whole number. Each Warrant shall have the same terms and conditions as the warrants issued by the Maker pursuant to a private placement,
as described in Maker’s Registration Statement on Form S-1 (333-196980). The Warrants, the ordinary shares of Maker underlying
the Warrants and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend
or stock split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization (the
“Warrant Shares”), shall be entitled to the registration rights set forth in Section 15 hereof.


 






     


     


    

  


(b)              
Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so
converted and such converted portion of this Note shall become fully paid and satisfied, (ii) the Payee shall surrender and deliver
this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Warrants, (iii) Maker
shall promptly deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any
such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall deliver to Payee the Warrants,
which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and the
Payee and applicable state and federal securities laws.


 


(c)               
The Payee shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Warrants
upon conversion of this Note pursuant hereto; provided, however, that the Payee shall not be obligated to pay any transfer taxes
resulting from any transfer requested by the Payee in connection with any such conversion.


 


(d)              
The Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable
provisions of law.


 


15.             
Registration Rights.


 


(a)               
Reference is made to that certain Registration Rights Agreement between the Maker and the parties thereto, dated as of the
date hereof (the “Registration Rights Agreement”). All capitalized terms used in this Section 15 shall have
the same meanings ascribed to them in the Registration Rights Agreement.


 


(b)              
The holders (“Holders”) of the Warrants (or the Warrant Shares) shall be entitled to one Demand Registration,
which shall be subject to the same provisions as set forth in Section 2.1 of the Registration Rights Agreement.


 


(c)               
The Holders shall also be entitled to include the Warrants (or the Warrant Shares) in Piggyback Registrations, which shall
be subject to the same provisions as set forth in Section 2.2 of the Registration Rights Agreement; provided, however, that
in the event that an underwriter advises the Maker that the Maximum Number of Securities has been exceeded with respect to a Piggyback
Registration, the Holders shall not have any priority for inclusion in such Piggyback Registration.


 


(d)              
Except as set forth above, the Holders and the Maker, as applicable, shall have all of the same rights, duties and obligations
set forth in the Registration Rights Agreement.


 


 


 


(Signature
Page Follows)


 




     


     


    

 


IN WITNESS WHEREOF,
Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year
first above written.


 





	 	TERRAPIN 3 ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	 	
        Name: Sanjay Arora

        Title: Chief Executive Officer