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


 


 




 





July 16, 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).


 


 


 


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.


 






    	 



    	 



    




Mr. Sanjay Arora


July 16, 2014


Page 2




 


 


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.


 


 


 


[Signature Page to Follow]


 




    	 



    	 



    

 


 


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:  /s/J. Andrew Underwood



Name: J. Andrew Underwood

Title: Managing Director


 


By:  /s/Drew Reid


Name: Drew Reid

Title: Senior Vice President


 


Accepted and Agreed:


 


TERRAPIN 3 ACQUISITION CORPORATION


 


 


By:  /s/Sanjay Arora


Name: Sanjay Arora

Title: Chief Executive Officer