Exhibit 10.9


 





 


 


GP Investments Acquisition Corp.


150 52nd Street, Suite 5003


New York, NY 10022


 


May 19, 2015


GPIC, Ltd.


Clarendon House


2 Church Street


Hamilton, Bermuda


HM11


 


		Re:	Administrative Services Agreement



 


Gentlemen:


 


This letter will confirm our agreement that,
commencing on the date the securities of GP Investments Acquisition Corp. (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”), GPIC,
Ltd. (the “Sponsor”), shall make available to the Company, at 150 E. 52nd Street, Suite 5003, New York, NY 10022
(or any successor location), certain office space, utilities, secretarial support and administrative services as may be reasonably
required by the Company.  In exchange therefor, the Company shall pay GP North America, LLC, an affiliate of the Sponsor,
the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date.


 


The Sponsor 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,
	 	 
	 	GP INVESTMENTS ACQUISITION CORP.
	 	 	 
	 	By:	 /s/ Antonio Bonchristiano                      
	 	 	Name: Antonio Bonchristiano
	 	 	
        Title:  Chief Executive Officer & Chief
        Financial Officer



 


AGREED TO AND ACCEPTED BY:


 


GPIC, LTD.


 


	By:  	  /s/ Antonio Bonchristiano                     	 
	 	Name: Antonio Bonchristiano	 
	 	Title:  Authorized Signatory	 


  


 


GP North America, LLC


 


	By:  	  /s/ Antonio Bonchristiano                    	  /s/ Alvaro Lopes da Silva Neto             
	 	Name: Antonio Bonchristiano	 Name: Alvaro Lopes da Silva Neto
	 	Title:  Authorized Signatory	 Title: Authorized Signatory


 


 


 


[Signature Page to Administrative Services
Agreement]