INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of July 16, 2014 by and between Terrapin 3 Acquisition
Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company,
a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-196980 (the “Registration Statement”) and prospectus (the
“Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists 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 warrant entitling the holder thereof to purchase one-half of one share of
Class A Common Stock (such initial public offering hereinafter referred to as the “Offering”), has been
declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company
has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Deutsche Bank Securities
Inc. (the “Underwriter”); and


 


WHEREAS, as described
in the Registration Statement, $185,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as
defined in the Underwriting Agreement) (or $212,750,000 if the Underwriter’s over-allotment option is exercised in full)
will be delivered to the Trustee to be deposited and held in a segregated trust account located in the United States (the “Trust
Account”) for the benefit of the Company and the holders of the Company’s Class A Common Stock included in
the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently
earned thereon) is referred to herein as the “Property,” the stockholders for whose benefit the
Trustee shall hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders
and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant
to the Underwriting Agreement, a portion of the Property equal to $6,475,000, or $7,446,250 if the Underwriter’s over-allotment
option is exercised in full is attributable to deferred underwriting discounts and commissions that may be payable by the Company
to the Underwriter upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS, the Company
and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property.


 


NOW THEREFORE, IT
IS AGREED:


 


1. Agreements and
Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold the Property
in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee at
JP Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise
and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner,
upon the written instruction of the Company, invest and reinvest the Property in United States government securities within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 180 days or less, or in money
market funds meeting the conditions of paragraphs (c)(2), (c)(3), (c)(4) and (c)(5) of Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined by the Company;
it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s
instructions hereunder;


 


(d) Collect and receive,
when due, all interest or other income arising from the Property, which shall become part of the “Property,” as such
term is used herein;


 




    	 



    	 



    

 


(e) Promptly notify
the Company and the Underwriter of all communications received by the Trustee with respect to any Property requiring action by
the Company;


 


(f) Supply any necessary
information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation
of the tax returns relating to assets held in the Trust Account;


 


(g) Participate in
any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by
the Company to do so;


 


(h) Render to the
Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(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 and the other documents referred to therein, or (y) July 22, 2016, if a Termination Letter has not been received by the
Trustee prior to such 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 July 22, 2016, the Trustee shall keep the Trust Account open until twelve (12) months following the
date the Property has been distributed to the Public Stockholders; 


 


(j)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute
to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company
as a result of assets of the Company or interest or other income earned on the Property, or to
cover working capital requirements, which amount shall be delivered directly to the Company
by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing
authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax
obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing
to make such distribution; so long as there is no reduction in the principal amount initially deposited in the Trust Account; provided,
however, that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall
be accompanied by a copy of the franchise tax bill from the State of Delaware for the Company and a written statement from the
principal financial officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that any such
amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of
the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee
shall have no responsibility to look beyond said request; 


 


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


 


(l) Within four (4)
business days after the Underwriter exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment
expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event be
less than $6,475,000.


 




    	 



    	 



    

 


2. Agreements and
Covenants of the Company. The Company hereby agrees and covenants to:


 


(a) Give all instructions
to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief Executive Officer or
Chief Financial Officer. In addition, except with respect to its duties under Sections 1(i) and 1(j) hereof, the
Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which
it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section
4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel
fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection
with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand,
which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest
earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct.
Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant
to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of
such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to
conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the
Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to
settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld.
The Company may participate in such action with its own counsel;


 


(c) Pay the Trustee
the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing
fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(j)
hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation
of the Offering. The Trustee shall refund to the Company the monthly fee (on a pro rata basis) with respect to any period after
the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except
as set forth in this Section 2(c) and as may be provided in Section 2(b) hereof;


 


(d) In connection
with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote
of such stockholders regarding such Business Combination;


 


(e) Provide the Underwriter
with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed
withdrawal from the Trust Account promptly after it issues the same; and


 


(f) Instruct the
Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make
any distributions that are not permitted under this Agreement.


 


3. Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a) Imply obligations,
perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that
which is expressly set forth herein;


 


(b) Take any action
with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party
except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding for the collection of any
principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the
Property unless and until it shall have received instructions from the Company given as provided herein to do so and the
Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund any depreciation
in principal of any Property;


 




    	 



    	 



    

 


(e) Assume that the
authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties
hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith
and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other
paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to
be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand,
or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written
instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected,
unless it shall give its prior written consent thereto;


 


(g) Verify the accuracy
of the information contained in the Registration Statement;


 


(h) Provide any assurance
that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration
Statement;


 


(i) File information
returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute
and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited
to, income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k) Verify calculations,
qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i) and 1(j) hereof.


 


4. Trust Account
Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against
the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5. Termination.
This Agreement shall terminate as follows:


 


(a) If the Trustee
gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts
to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms
of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited
to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate;
provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days
of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with
any court in the State of New York or with the United States District Court for the Southern District of New York and upon such
deposit, the Trustee shall be immune from any liability whatsoever; or




 


(b) At such time
that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section
1(i) hereof (which section may not be amended under any circumstances) and distributed the Property in accordance with the provisions
of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 




    	 



    	 



    

 


6. Miscellaneous.


 


(a) The Company and
the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security
procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons
may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other
identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising
out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability
or expense resulting from any error in the information or transmission of the funds.


 


(b) This 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. This Agreement
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall
constitute but one instrument.


 


(c) This Agreement
contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section
1(i) hereof (which may not be modified, amended or deleted without the affirmative vote of sixty five percent (65%) of the
then outstanding shares of Class A Common Stock; provided that no such amendment will affect any Public Stockholder who has otherwise
either (i) indicated his election to redeem his shares of Class A Common Stock in connection with a stockholder vote sought to
amend this Agreement or (ii) not consented to any amendment to this Agreement to extend to the time he would be entitled to a return
of his pro rata amount in the Trust Account), this Agreement or any provision hereof may only be changed, amended or modified (other
than to correct a typographical error) by a writing signed by each of the parties hereto.


 


(d) The parties hereto
consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes
of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY
WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e) Any notice, consent
or request to be given in connection with any of the terms or provisions of this 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 by facsimile
transmission:


 


if to the Trustee,
to:


 


Continental
Stock Transfer & Trust Company


17 Battery Place


New York, New York
10004


Attn: Steven G. Nelson
and Frank Di Paolo


Fax No.: (212) 509-5150


 


if to the Company,
to:


Terrapin 3 Acquisition
Corporation


590 Madison Avenue


35th Floor


New York, NY 10022


Attn:
Sanjay Arora


Fax No.: (212) 710-4105


 





in each case, with
copies to:


Ellenoff Grossman
& Schole LLP


1345 Avenue of the
Americas


New York, New York
10105


Attn: Stuart Neuhauser,
Esq.


Fax No.: (212) 370-7889


 




    	 



    	 



    

 



and


Deutsche Bank Securities
Inc.


60 Wall Street


New York, NY 10005


Attn: Ravi Raghunathan


Fax No.: (646) 666-3375


 


and


Skadden, Arps, Slate,
Meagher & Flom LLP


300 South Grand Avenue


Suite 3400


Los Angeles,
California 90071


Attn: Gregg A. Noel


Fax No.: (213) 621-5234


 


      (f) This Agreement
may not be assigned by the Trustee without the prior consent of the Company.


 


(g) Each of the Company
and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement
and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make
any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust
Account under any circumstance.


 


(h) This Agreement
is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation
and agreement of such parties and shall not be construed for or against any party hereto.


 


(i) This Agreement
may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(j) Each of the Company
and the Trustee hereby acknowledges and agrees that the Underwriter is a third party beneficiary of this Agreement.


 


(k) Except as specified
herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 




    	 



    	 



    

 


 


IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


	 	 	 
	 	 	
        Continental Stock Transfer &
Trust Company, as Trustee

	 	 	 
	 	 	By:	/s/Jeanne Schaffer
	 	 	 	Name: Jeanne Schaffer
	 	 	 	Title: Vice President
	 	 	 	 
	 	 	Terrapin 3 Acquisition Corporation
	 	 	
	 	 	By:	/s/Sanjay Arora
	 	 	 	Name: Sanjay Arora
	 	 	 	Title: Chief Executive Officer


 


Signature Page to the Investment Management Trust Agreement


 




    	 



    	 



    

 


 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	1,000.00	 
	Annual fee (1)	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Section 2	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i)	 	Billed to Company upon delivery of service pursuant to Section 1(i)	 	 	Prevailing rates	 



 


 


(1) $2,000 of the $10,000 is contingent upon and
payment deferred until the Company's successful completion of a Business Combination.


 




    	 



    	 



    

 


EXHIBIT A


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust
Company


17 Battery Place


New York, New York 10004


Attn: Steven G. Nelson and Frank Di Paolo


Re:  Trust Account No. Termination
Letter


 


Gentlemen:


 


Pursuant to Section
1(i) 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 (“Trust
Agreement”), this is to advise you that the Company has entered into an agreement with (“Target Business”)
to consummate a business combination with Target Business (“Business Combination”) on or about [insert
date]. The Company shall notify you at least forty-eight (48) hours in advance of the actual date of the consummation of the
Business Combination (“Consummation Date”). 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 commence to liquidate all of the assets of the Trust Account on [insert
date], and to transfer the proceeds into the trust checking account at JP Morgan Chase Bank, N.A. to the effect that, on the
Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts
that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the
trust checking account at JP Morgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.


 


On the Consummation
Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer, which verifies that
the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) written instruction
signed by the Company with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount
from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer
the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance
with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by
the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to
whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution
of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account,
your obligations under the Trust Agreement shall be terminated.


 


In the event that
the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you
on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on
the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.


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


 





cc: Deutsche Bank Securities Inc.




 




    	 



    	 



    

 


EXHIBIT B


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust
Company


17 Battery Place


New York, New York 10004


Attn: Steven G. Nelson, Frank Di Paolo
and Mark Zimkind


	 	Re:	Trust Account No. Termination Letter 


 


Gentlemen:


 


Pursuant to Section
1(i) 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 (“Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target
Business (“Business Combination”) within the time frame specified in the Company’s Amended and
Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. 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 all of the assets in the Trust Account on , 20 and to transfer the total
proceeds into the trust checking account at JP Morgan Chase Bank, N.A. to await distribution to the Public Stockholders. The Company
has selected —, 2016, as the record date for the purpose of determining the Public Stockholders entitled to receive their
share of the liquidation proceeds. 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 in accordance with the terms of the Trust Agreement
and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, your obligations
under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


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


 





cc: Deutsche Bank Securities Inc.







 




    	 



    	 



    

EXHIBIT C


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust
Company


17 Battery Place


New York, New York 10004


Attn: Cynthia Jordan, Vice President


	 	Re:	Trust Account No. Tax Payment or Working Capital Withdrawal Instruction 


 


Gentlemen:


 


Pursuant to Section
1(j) 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 (“Trust
Agreement”), the Company hereby requests that you deliver to the Company $____ of the interest income earned on the
Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs
such funds [to pay for the tax obligations as set forth on the attached tax return or tax statement] [for working capital purposes].
In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such
funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION] 


 


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


 





cc: Deutsche Bank Securities Inc.