Terrapin 3 Acquisition Corporation

590 Madison Avenue

35th Floor

New York, NY 10022




July 16, 2014


Terrapin Partners, LLC

590 Madison Avenue

35th Floor

New York, NY 10022


 


Re:
Administrative Services Agreement


 


Gentlemen:


 


This letter will confirm
our agreement that, commencing on the date the securities of Terrapin 3 Acquisition Corporation (the “Company”)
are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on
Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and
continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation
(in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination
Date”), Terrapin Partners, LLC ( “Terrapin Partners”), an affiliate of our Terrapin Founders, as defined
in the Registration Statement, shall make available to the Company, at 590 Madison Avenue, 35th Floor, New York,
NY 10022 (or any successor location), certain office space, utilities, and general office, receptionist and secretarial support
as may be reasonably required by the Company.  In exchange therefor, the Company shall pay Terrapin Partners the sum
of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date.


 


Terrapin Partners hereby
irrevocably waives any and all right, title, interest, causes of action and claims of any kind (each, a “Claim”)
in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit
of the public shareholders of the Company and into which substantially all of the proceeds of the Company’s initial public
offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the
future as a result of, or arising out of, this agreement, which Claim would reduce, encumber or otherwise adversely affect the
Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment
or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This letter agreement
constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any
way to the subject matter hereof or the transactions contemplated hereby.


     


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.


 




    	 



    	 



    

     


No party hereto may
assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval
of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee.


     


This letter agreement,
the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute,
law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York,
without giving effect to its choice of laws principles.


 


[Signature page follows]


 




    	 



    	 



    

 


	 	Very truly yours,
	 	 
	 	TERRAPIN 3 ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/Sanjay Arora
	 	 	Name: Sanjay Arora
	 	 	Title: Chief Executive Officer


 


AGREED TO AND ACCEPTED BY:


 


TERRAPIN PARTNERS, LLC


 


	By:  	/s/Dean Rubino	 
	 	Name: Dean Rubino	 
	 	Title:   President	 


 


[Signature Page to Administrative Services
Agreement]