SPONSOR WARRANTS PURCHASE AGREEMENT


 


THIS SPONSOR WARRANTS
PURCHASE AGREEMENT, dated as of July 16, 2014 (as it may from time to time be amended and including all schedules referenced herein,
this “Agreement”), is entered into by and between Terrapin 3 Acquisition Corporation, a Delaware corporation
(the “Company”), and each of the purchasers that are signatories hereto (each, a “Purchaser”
and collectively, the “Purchasers”).


 


The Company intends
to consummate a public offering of the Company’s units (the “Public Offering”), each unit consisting of
one share of the Company’s Class A common stock, par value $0.0001 per share (a “Share”), and one warrant.
Each warrant entitles the holder to purchase one-half of one Share at an exercise price of $5.75 per half Share. The Purchasers
have agreed to purchase an aggregate of 10,900,000 warrants (or up to 12,000,000 warrants if the over-allotment option in connection
with the Public Offering is exercised in full) (the “Sponsor Warrants”), allocated among the Purchasers as set
forth in Schedule A hereto, each Sponsor Warrant entitling the holder to purchase one-half of one Share at an exercise price
of $5.75 per half 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 Sponsor Warrants.


 


A. Authorization
of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchasers.


 


B. Purchase
and Sale of the Sponsor Warrants.


 


(i) On the date that
is one business day prior to the date of the consummation of the Public Offering or on such earlier time and date as may be mutually
agreed by the Purchasers and the Company (the “Closing Date”), the Company shall issue and sell to the Purchasers,
and the Purchasers shall purchase from the Company, the Sponsor Warrants at a price of $0.50 per warrant for an aggregate purchase
price of $5,450,000 (the “Purchase Price”), allocated among the Purchasers as set forth in Schedule A
hereto, which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s
wiring instructions. On the Closing Date, upon the payment by the Purchasers of the Purchase Price by wire transfer of immediately
available funds to the Company, the Company shall deliver certificates evidencing the Sponsor Warrants duly registered in the Purchasers’
names to the Purchasers.


 




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(ii) On the date that
is one business day prior to the date of the consummation of the closing of the over-allotment option in connection with the Public
Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company (the “Over-allotment
Closing Date”, and together with the Closing Date, the “Closing Dates”), the Company shall issue and
sell to the Purchasers, and the Purchasers shall purchase from the Company, in an amount proportionate to the percentage exercised
of the over-allotment option, the Sponsor Warrants at a price of $0.50 per warrant for an aggregate purchase price of up to $550,000
(if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase
Price”), allocated among the Purchasers as set forth in Schedule A hereto, which shall be paid 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 Purchasers of the Over-allotment Purchase Price by wire transfer of immediately available
funds to the Company, the Company shall deliver certificates evidencing the Sponsor Warrants duly registered in the Purchasers’
names to the Purchasers.


 


C. Terms of
the Sponsor Warrants.


 


(i) Each Sponsor 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 Purchasers shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchasers relating to
the Sponsor Warrants and the Shares underlying the Sponsor Warrants.


 


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


 


A. Organization
and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the
State of Delaware 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 Sponsor 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 Sponsor Warrants
will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates.


 




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(ii) The execution
and delivery by the Company of this Agreement and the Sponsor Warrants, the issuance and sale of the Sponsor Warrants, the issuance
of the Shares of common stock upon exercise of the Sponsor 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 Dates (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 capital stock 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 certificate of incorporation of the Company or the By Laws 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, the Shares
issuable upon exercise of the Sponsor 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, the Purchasers will have good title to the
Sponsor Warrants and the Shares issuable upon exercise of such Sponsor 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 Purchasers.


 


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.


 


Section 3. Representations and
Warranties of the Purchasers. As a material inducement to the Company to enter into this Agreement and issue and sell
the Sponsor Warrants to the Purchasers, each of the Purchasers hereby represents and warrants to the Company (which representations
and warranties shall survive the Closing Dates) 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).


 




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(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 Dates 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 Sponsor Warrants and, upon exercise of the Sponsor Warrants, the 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.


 


(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
decided 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 of 1933, as amended (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.


 




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 (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 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 its investments in the Securities.


 


Section 4.
Conditions of the Purchasers’ Obligations. The obligations of the Purchasers to purchase and pay for the Sponsor
Warrants are subject to the fulfillment, on or before the Closing Dates, 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 Dates 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 Dates.


 


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 Purchasers.


 


E. Public Offering.


 


(i) With respect
to the Closing Date, the Company shall have consummated the Public Offering.


 


(ii) With respect
to the Over-allotment Closing Date, the Company shall have consummated the over-allotment option in connection with the Public
Offering, without regard to the extent to which the over-allotment option is exercised.


 




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


 


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


 


B. Performance.
Each of the Purchasers 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 such Purchaser on or before the Closing Dates.


 


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 September 30, 2014 upon the election by either the Company
or any Purchasers entitled to purchase at least 40% of the Sponsor 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 Dates.


 


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 Purchasers to affiliates thereof.


 


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.


 




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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 Delaware and for all purposes shall
be construed in accordance with the internal laws of the State of Delaware.


 


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]


 




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


 


	 	COMPANY:
	 	 
	 	TERRAPIN 3 ACQUISITION CORPORATION
	 	 
	 	By:	 	
        /s/Sanjay
        Arora

	 	 	 	 
	 	 	 	Name: Sanjay Arora
	 	 	 	 
	 	 	 	Title:   Chief Executive Officer
	 	 
	 	PURCHASERS:
	 	 
	 	APPLE ORANGE LLC
	 	 
	 	By:	 	
         /s/Nathan
        Leight

	 	 	 	 
	 	 	 	Name: Nathan Leight
	 	 	 	 
	 	 	 	Title:  Managing Member
	 	 	 	 
	 	NOYAC PATH LLC
	 	 
	 	By:	 	
         /s/Stephen
        Schifrin

	 	 	 	 
	 	 	 	Name: Stephen Schifrin
	 	 	 	 
	 	 	 	Title:   Manager


 




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	 	PERISCOPE, LLC
	 	 
	 	By:	 	
         /s/Guy
        Barudin

	 	 	 	 
	 	 	 	Name: Guy Barudin
	 	 	 	 
	 	 	 	Title:   President
	 	 	 	 
	 	MIHI LLC
	 	 
	 	By:	 	
         /s/Andrew
        Underwood

	 	 	 	 
	 	 	 	Name: Andrew Underwood
	 	 	 	 
	 	 	 	Title:  Attorney in Fact 
	 	 	 	 
	 	By:	 	
         /s/Drew
        Reid

	 	 	 	 
	 	 	 	Name: Drew Reid
	 	 	 	 
	 	 	 	Title:  Attorney in Fact 


  




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SCHEDULE A


 


	Purchaser	 	Closing Date
 Purchase Price	 	 	Closing Date
 Sponsor
 Warrants	 	 	Over-allotment
 Closing Date
 Purchase Price	 	 	Over-allotment
 Closing Date
 Sponsor
 Warrants	 
	Apple Orange LLC	 	$	2,505,393.00	 	 	 	5,010,786	 	 	$	2,758,231.00	 	 	 	5,516,462	 
	Noyac Path LLC	 	$	131,764.00	 	 	 	263,528	 	 	$	145,061.00	 	 	 	290,123	 
	Periscope LLC	 	$	87,843.00	 	 	 	175,686	 	 	$	96,708.00	 	 	 	193,415	 
	MIHI LLC	 	$	2,725,000.00	 	 	 	5,450,000	 	 	$	3,000,000.00	 	 	 	6,000,000	 
	Total	 	$	5,450,000.00	 	 	 	10,900,000	 	 	$	6,000,000.00	 	 	 	12,000,000	 



 




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