Terrapin 3 Acquisition Corporation	July 16, 2014







590 Madison Avenue


35th Floor


New York, New York 10022


 


		Re:	Agreement among Sponsors



 


Gentlemen:


 


This letter (this “Letter Agreement”) is
being executed and delivered in connection with the proposed underwritten initial public offering (the “Public Offering”)
by Terrapin 3 Acquisition Corporation, a Delaware corporation (the “Company”) of units (the “Units”),
each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common
Stock”), and one warrant (each, a “Warrant”). The Units shall be sold in the Public Offering pursuant
to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S.
Securities and Exchange Commission (the “Commission”) and the Company shall apply to have the Units listed on
the NASDAQ Capital Market. Certain capitalized terms used herein are defined in paragraph 4 hereof.


 


Each of Apple Orange LLC (“Apple”), Noyac
Path LLC (“Noyac”), Periscope, LLC (“Periscope”, and together with Apple and Noyac, the “Terrapin
Sponsors”, and MIHI LLC (the “Macquarie Sponsor” and together with the Terrapin Sponsors, the “Sponsors”)
hereby agree among each other as follows:


 


1.          The
Terrapin Sponsors and Macquarie Sponsor shall use best efforts so as to not permit the Company to enter into a contract involving
amounts in excess of $15,000 (other than an underwriting agreement) without approval of one of the Terrapin designees to the Company’s
board of directors (the “Board”) and the Macquarie designee to the Board. In the event Nathan Leight, Sanjay
Arora or Guy Barudin is obligated to indemnify the trust as described in the Prospectus, the Macquarie Sponsor shall indemnify
such individuals for 50% of such amount.


 


2.          Until
such time as the Prospectus shall be declared effective, the Sponsors agree to take such action so as to ensure that as of the
effective time of such Prospectus and at all times thereafter until consummation of the Business Combination the Board shall consist
of six persons in total, three persons designated by the Terrapin Sponsors (one of whom is deemed by applicable rules and regulations
to be an independent director), one person designated by the Macquarie Sponsor and two persons mutually selected by the Sponsors
who are deemed by applicable rules and regulations to be independent directors. Notwithstanding the foregoing, nothing herein shall
prevent the Sponsors from taking action necessary to comply with legal, regulatory or exchange rules including, but not limited
to, adding additional board members or making other changes to the composition of the Board.


 


3.          The
affirmative vote of the Macquarie Sponsor is required before the Company can consummate its Business Combination. In the event
that (i) the Company fails to consummate a Business Combination (as defined below) within 24 months from the closing of the Public
Offering, (or such later period approved by the Company’s stockholders in accordance with the Company’s amended and
restated certificate of incorporation) and (ii) if the Board of Directors of the Company had during such 24 month period met and
agreed to enter into a definitive acquisition agreement for a Business Combination and such vote was unanimous (with the exception
of the Macquarie Sponsor Board designee) and within 48 hours after receipt of notification of such facts (the “Notification
Deadline”) the Macquarie Sponsor failed to provide its written consent to such Business Combination, then the Macquarie
Sponsor shall pay the Terrapin Sponsors a break-up fee equal to $800,000 (the “Break-Up Fee”) in a form the
Terrapin Sponsors shall specify. The Break-Up Fee shall not be payable if, after the Board agreed to enter into a definitive acquisition
agreement with respect to a Business Combination with a potential target and before the Notification Deadline, such target shall
suffer a Material Adverse Change (as defined below).


 




    	 



    	 



    

 


Terrapin 3 Acquisition Corporation


July 16, 2014


Page 2


 


4.          As
used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Material
Adverse Change” shall mean any event, state of facts, circumstance, development, change, effect or occurrence that is
materially adverse to (x) the ability of the target to timely perform its obligations under the business combination agreement,
or (y) the business, financial condition or results of operations of the target and its subsidiaries, taken as a whole, other than
any event, state of facts, circumstance, development, change, effect or occurrence resulting from (a) changes in general economic
or political conditions or the securities, credit or financial markets in general, (b) general changes or developments in the industries
in which the target and its subsidiaries operate, including general changes in applicable law across such industries, (c) the announcement
of the business combination agreement or the pendency of the transactions contemplated thereby, including disputes or any fees
or expenses incurred in connection therewith.


 


5.          This
Letter Agreement and the Forward Purchase Contract dated July 16, 2014 between the Macquarie Sponsor and the Company constitutes
the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate to the subject matter
hereof. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as
to any particular provision, except by a written instrument executed by all parties hereto.


 


6.          This
Letter Agreement shall be binding on the Sponsors and each of its permitted successors and assigns of the underlying equity securities
held by the Sponsors.


 


7.          This
Letter Agreement 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.
The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this
Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submits
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waives any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.


 


8.          Any
notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile transmission.


 


9.          This
Letter Agreement shall terminate in the event that the Public Offering is not consummated and closed by September 30, 2014.


 


[Signature Page follows]


 




    	 



    	 



    

  


Terrapin 3 Acquisition Corporation


July 16, 2014


Page 3



 


	 	MIHI LLC
	 	 	 
	 	By:	/s/J. Andrew Underwood
	 	 	Name: J. Andrew Underwood
	 	 	Title:  Authorized Signatory


A	 	 	 
	 	By:	/s/Drew Reid
	 	 	Name: Drew Reid
	 	 	Title: Attorney-in-Fact
	 	 	 
	 	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
	 	 	 
	 	PERISCOPE LLC
	 	 	 
	 	By:	/s/Guy Barudin
	 	 	Name:      Guy Barudin
	 	 	Title:   President



 



    	 



    	 



    

 


Terrapin 3 Acquisition Corporation


July 16, 2014


Page 4



 


	Acknowledged and Agreed: 	 
	 	 
	TERRAPIN 3 ACQUISITION CORPORATION	 
	 	 	 
	By:	/s/Sanjay Arora	 
	 	Name:       Sanjay Arora	 
	 	Title:         Chief Executive Officer