Exhibit 10.1


 





AMENDMENT
NO. 1

TO THE

trust agreement


 


This
Amendment No. 1 (this “Amendment”), dated as of July 21, 2016, to the Trust Agreement (as defined below)
is made by and among Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”), and
Continental Stock Transfer & Trust Company (the “Trustee”). All terms used but not defined herein
shall have the meanings assigned to them in the Trust Agreement.


 


WHEREAS,
the Company and the Trustee entered into an Investment Management Trust Agreement dated as of July 16, 2014 (the “Trust
Agreement”); and


 


WHEREAS,
Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances
described therein; and


 


WHEREAS,
at a special meeting of stockholders of the Company (the “Special Meeting”) held on July 19, 2016, the
Company stockholders approved (i) a proposal to amend (the “Charter Amendment”) the Company’s
amended and restated certificate of incorporation to provide that the date by which the Company shall be required to effect a
Business Combination shall be within 150 days after July 22, 2016 (the “Extended Date”), provided that
a definitive agreement for a business combination is executed on or before July 22, 2016, and (ii) a proposal to extend the date
on which to commence liquidating the Trust Account (the “Trust Amendment”) in the event the Company
has not consummated a business combination by the Extended Date; and


 


WHEREAS,
on the date hereof, the Company is filing the Charter Amendment with the Secretary of State of the State of Delaware.


 


NOW
THEREFORE, IT IS AGREED:


 


1.             Section
1(i) of the Trust Agreement is hereby amended and restated to read in full as follows:


 


(i)Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of
a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto
as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer
or Chairman of the board of directors (the “Board”) or other authorized officer of the Company, and
complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which interest
shall be net of any taxes payable and any interest withdrawn for working capital requirements and less up to $50,000 of interest
that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter or Amendment Notification
Letter (defined below) and the other documents referred to therein, or (y) (1) the date that is 150 days after July 22, 2016,
provided that the Company executes a definitive agreement for a business combination on or before July 22, 2016 or (2) July 22,
2016, in the event the Company has not executed a definitive agreement for a business combination, if a Termination Letter has
not been received by the Trustee prior to such applicable date, in which case the Trust Account shall be liquidated in accordance
with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including
interest (which interest shall be net of any taxes payable and any interest withdrawn for working capital requirements and less
up to $50,000 of interest that may be released to the Company to pay dissolution expenses), shall be distributed to the Public
Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form
substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such
Termination Letter by the dates described above, the Trustee shall keep the Trust Account open until twelve (12) months following
the date the Property has been distributed to the Public Stockholders;


 






     


     


    

 





2.             Section
1(k) of the Trust Agreement is hereby amended and restated to read in full as follows:


 


(l)
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above; and


 


3.             A
new Section 1(k) is hereby inserted into the Trust Agreement immediately following Section 1(j) to read as follows:


 


(k)Distribute
upon receipt of an Amendment Notification Letter (defined below), to Public Stockholders who exercised their redemption rights
in connection with an Amendment (defined below) an amount equal to the pro rata share of the Property relating to the shares of
Class A Common Stock for which such Public Stockholders have exercised redemption rights in connection with such Amendment;


 


4.             Section
1(l) of the Trust Agreement is hereby amended by renumbering it as Section 1(m) of the Trust Agreement.


 


5.             A
new Section 2(g) is hereby inserted into the Trust Agreement immediately following Section 2(f) of the Trust Agreement to read
as follows:


 


(g)If
the Company seeks to amend any provision of its Amended and Restated Articles of Incorporation relating to stockholders’
rights or pre-Business Combination activity (including the time within which the Company has to complete a Business Combination)
(in each case an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment
Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Stockholders
who exercise their redemption option in connection with such Amendment.


 


6.             A
new Exhibit D, attached hereto, is hereby added to the Trust Agreement immediately following Exhibit C of the Trust Agreement.


 


7.             All
other provisions of the Trust Agreement shall remain unaffected by the terms hereof.


 


8.             This
Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to
be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A
facsimile signature shall be deemed to be an original signature for purposes of this Amendment.


 


9.             This
Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section
6(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement
is hereby ratified, intentionally waived and relinquished by all parties hereto.


 


10.           This
Amendment shall be governed by and construed and enforced in accordance with 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.


 


[Signature
Page Follows]


 




     


     


    

 


IN
WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 to the Investment Management Trust Agreement as of the
date first written above.


 





	 	Continental Stock
    Transfer & Trust Company, as Trustee
	 	 
	 	By:	/s/
    Francis E. Wolf, Jr.
	 	 	Name: Francis E. Wolf, Jr.
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	Terrapin 3 Acquisition
    Corporation
	 	 	 
	 	By:	/s/
    Sanjay Arora
	 	 	Name: Sanjay Arora
	 	 	Title: Chief Executive Officer



 







     


     


    

 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson and Mark Zimkind


 


Re:    Trust
Account No. Amendment Notification Letter


 


Gentlemen:


 


Pursuant
to Section 2(d) of the Investment Management Trust Agreement between Terrapin 3 Acquisition Corporation (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of July 16, 2014 (as amended,
the “Trust Agreement”), this is to inform you that in connection with the stockholder vote to approve
an amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the time in which the Company
must complete a Business Combination or liquidate the Trust Account, Public Stockholders holding ____ shares of Class A Common
Stock have properly elected to redeem such shares for their pro rata portion of the Property held in the Trust Account. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate such investments in the Trust Account on
______, 20__, as required to pay the Public Stockholders that have properly elected to redeem their shares of Class A Common Stock
for their pro rata portion of the Property held in Trust Account and to transfer the total proceeds into the trust checking account
at JP Morgan Chase Bank, N.A. to await distribution to such Public Stockholders. You agree to be the Paying Agent of record and,
in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders
that have properly redeemed their Public Shares in accordance with the terms of the Trust Agreement and the Amended and Restated
Certificate of Incorporation of the Company.


 





	 	Very truly yours,
	 	 
	 	Terrapin 3 Acquisition
    Corporation
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	 	 



  


cc:
Deutsche Bank Securities Inc.