Amended Current Report Filing (8-k/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K/A

CURRENT REPORT

(Amendment No. 1)

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 26, 2015

GARNERO GROUP ACQUISITION COMPANY

(Exact Name of Registrant as Specified in Charter)

Cayman Islands		001-36482		N/A
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Av Brig. Faria Lima
1485-19 Andar
Brasilinvest Plaza CEP 01452-002
Sao Paulo

Brazil

(Address of Principal Executive Offices) (Zip Code)

(55) 1130947970

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

COMMENCING AFTER THE FILING OF THIS CURRENT REPORT ON FORM 8-K, EXCEPT DURING THE MARKETING OF THE PRIVATE PLACEMENT (AS DEFINED BELOW), GARNERO GROUP ACQUISITION COMPANY (“GGAC”) INTENDS TO HOLD PRESENTATIONS FOR CERTAIN OF ITS SHAREHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING GGAC SECURITIES, REGARDING ITS BUSINESS COMBINATION WITH Q1 COMERCIAL DE ROUPAS S.A. (THE “COMPANY”), AS DESCRIBED IN THIS REPORT. THIS CURRENT REPORT ON FORM 8-K, INCLUDING SOME OR ALL OF THE EXHIBITS HERETO, WILL BE DISTRIBUTED TO PARTICIPANTS AT SUCH PRESENTATIONS.

EARLYBIRDCAPITAL, INC. (“EBC”), THE MANAGING UNDERWRITER OF GGAC’S INITIAL PUBLIC OFFERING (“IPO”) CONSUMMATED IN JULY 2014, IS ASSISTING GGAC IN THESE EFFORTS, FOR WHICH EBC WILL RECEIVE A FEE OF US$4,600,000 IF THE BUSINESS COMBINATION IS SUCCESSFULLY CONSUMMATED. GGAC, ITS DIRECTORS AND EXECUTIVE OFFICERS AND EBC MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF GGAC SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION.

SHAREHOLDERS OF GGAC AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, GGAC’S PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT IN CONNECTION WITH GGAC’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING BECAUSE THESE PROXY STATEMENTS WILL CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ GGAC’S FINAL PROSPECTUS, DATED JUNE 25, 2014, AND GGAC’S ANNUAL REPORT ON FORM 10-K FOR THE PERIOD ENDED JUNE 30, 2014, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF GGAC’S OFFICERS AND DIRECTORS AND OF EBC AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THE BUSINESS COMBINATION. THE DEFINITIVE PROXY STATEMENT WILL BE MAILED TO SHAREHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE BUSINESS COMBINATION. SHAREHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: GGAC, Av Brig. Faria Lima, 1485-19 Andar, Brasilinvest Plaza CEP 01452-002, Sao Paulo, BraziL, aTTn: sECRETARY, or email: jmriva@garnerogroup.com.. THE PRELIMINARY PROXY STATEMENT AND THE DEFINITIVE PROXY STATEMENT, ONCE AVAILABLE, AND THE FINAL PROSPECTUS AND ANNUAL REPORT ON FORM 10-K CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE (http://www.sec.gov).

CERTAIN OF THE COMPANY’S FINANCIAL INFORMATION AND DATA CONTAINED HEREIN AND IN THE EXHIBITS HERETO ARE UNAUDITED AND/OR WERE PREPARED BY THE COMPANY AS A PRIVATE COMPANY IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES OF BRAZIL AND DO NOT CONFORM TO SEC REGULATION S-X. FURTHERMORE, THEY INCLUDE CERTAIN FINANCIAL INFORMATION (EBITDA) NOT DERIVED IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“GAAP”). ACCORDINGLY, SUCH INFORMATION AND DATA WILL BE ADJUSTED AND PRESENTED DIFFERENTLY IN GGAC’S PRELIMINARY AND DEFINITIVE PROXY STATEMENTS TO SOLICIT SHAREHOLDER APPROVAL OF THE BUSINESS COMBINATION. GGAC AND THE COMPANY BELIEVE THAT THE PRESENTATION OF NON-GAAP MEASURES PROVIDES INFORMATION THAT IS USEFUL TO INVESTORS AS IT INDICATES MORE CLEARLY THE ABILITY OF THE COMPANY TO MEET CAPITAL EXPENDITURES AND WORKING CAPITAL REQUIREMENTS AND OTHERWISE MEET ITS OBLIGATIONS AS THEY BECOME DUE. THE COMPANY DERIVES EBITDA BY TAKING EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION AS ADJUSTED FOR CERTAIN ONE-TIME NON-RECURRING ITEMS AND EXCLUSIONS.

THE COMPANY’s FINANCIAL STATEMENTS HAVE BEEN PREPARED IN BRAZILIAN REAIS. FINANCIAL information AND DATA OF THE COMPANY PRESENTED IN THIS REPORT IN U.S. DOLLARS is BASED ON A CONVERSION RATIO of US$0.4257:R$1.00, the average CONVERSION ratio for 2014.

ADDITIONAL INFORMATION AND FORWARD-LOOKING STATEMENTS

This report and the exhibits hereto are not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This report and the exhibits hereto shall not constitute an offer to sell or a solicitation of an offer to buy the securities of GGAC or THE COMPANY, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. The ORDINARY shares OF GGAC offered in the private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This report and the exhibits hereto include “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. THE COMPANY’S actual results may differ from its expectations, estimates and projections and, consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, GGAC’S and THE COMPANY’S expectations with respect to future performance, anticipated financial impacts of the BUSINESS COMBINATION and related transactions; approval of the BUSINESS COMBINATION and related transactions by security holders; the satisfaction of the closing conditions to the BUSINESS COMBINATION and related transactions; and the timing of the completion of the BUSINESS COMBINATION and related transactions.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the parties’ control and difficult to predict. Factors that may cause such differences include: business conditions; weather and natural disasters; changing interpretations of GAAP; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments, requirements or changes adversely affecting the business in which the company is engaged; fluctuations in customer demand; management of rapid growth; intensity of competition from other APPAREL RETAILERS; general economic conditions; and geopolitical events and regulatory changes. Other factors include the possibility that the BUSINESS COMBINATION does not close, including due to the failure to receive required security holder approvals, or the failure TO SATISFY other closing conditions.

The foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in GGAC’S most recent filings with the SEC. All subsequent written and oral forward-looking statements concerning GGAC and THE COMPANY, the BUSINESS COMBINATION, the related transactions or other matters and attributable to GGAC and THE COMPANY or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither GGAC nor THE COMPANY undertakeS or acceptS any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.

EXPLANATORY NOTE

This amendment No. 1 to the Current Report on Form 8-K originally filed with the Securities and Exchange Commission on August 27, 2015 is being filed solely to replace Exhibit 2.1, the original version of which contained certain non-material errors. Except for replacing Exhibit 2.1, no changes have been made to the original Current Report.

Item 1.01 Entry into a Material Definitive Agreement.

General; Structure of Business Combination

On August 26, 2015, Garnero Group Acquisition Company, a Cayman Islands exempted company (“GGAC”), entered into an Investment Agreement (the “Investment Agreement”) by and among GGAC, Q1 Comercial de Roupas S.A., a Brazilian company (the “Company”), Alvaro Jabur Maluf Junior and Paulo Jabur Maluf (the “Controlling Persons”) and the persons listed under the caption “Optionholder” on the signature pages thereto (the “Optionholders”).

Headquartered in São Paulo, the Company is one of Brazil’s leading retailers focusing on menswear, with over 400 stores throughout the country. The Company has recently diversified from formalwear into smart casual clothes and has strengthened its online presence to become, according to Exame Magazine, one of the three most valuable brands within the Brazilian apparel retail sector.

Pursuant to the Investment Agreement, (A) the Controlling Persons will contribute all of the issued and outstanding ordinary shares of the Company (the “Outstanding Shares”) to GGAC (the “Share Contribution”) and will receive in consideration an aggregate of 5,460,000 newly issued ordinary shares of GGAC (“GGAC Ordinary Shares”) and (B) the Optionholders will exercise certain options held by them, will contribute the underlying ordinary shares of the Company to GGAC (the “Option Contribution,” and together with the Share Contribution, the “Equity Contributions”), and will receive in consideration an aggregate of 540,000 GGAC Ordinary Shares. The number of GGAC Ordinary Shares to be received by the Controlling Persons and the Optionholders is subject to the EBITDA Adjustment, as described below. In addition, at the closing of the transactions contemplated by the Investment Agreement (the “Closing”) and immediately after the completion of the Equity Contributions, GGAC will contribute to the Company, as a capital increase, an aggregate of R$120,000,000 in cash (the “Capital Contribution,” and together with the Equity Contributions, the “Contributions”), which amount shall be used by the Company to immediately repay certain indebtedness of the Company and to release certain liens on the Outstanding Shares.

If the Contributions are consummated, the Company will become a wholly-owned subsidiary of GGAC, GGAC will change its name to “Garnero Colombo Inc.” and the former stockholders and management of the Company will own approximately 25% of the outstanding GGAC Ordinary Shares (assuming no holder of GGAC Ordinary Shares exercises his redemption rights as set forth in GGAC’s charter documents and the Controlling Persons make the full US$30 million of open market purchases and/or purchases in the Private Placement as described below).

The Contributions are expected to be consummated in the fourth quarter of 2015, assuming the required approval of the GGAC shareholders is obtained and certain other conditions, as described herein and in the Investment Agreement, are satisfied or waived.

The following summaries of the Investment Agreement and the other agreements to be entered into by the parties in connection with the business combination are qualified in their entirety by reference to the text of the agreements, certain of which are attached as exhibits hereto and are incorporated herein by reference.

Private Placement; Open Market Purchases

In connection with the transactions contemplated by the Investment Agreement, GGAC and the Company will use their commercially reasonable best efforts to consummate, simultaneously with the Closing, a private placement of up to US$100,000,000 of equity securities, or securities exercisable or exchangeable for, or convertible into, equity securities, of GGAC (the “Private Placement”), with the assistance of a syndicate of financial institutions that have been identified and agreed to by GGAC and the Company.

In addition, the Controlling Persons have committed to use their commercially reasonable best efforts to purchase, directly or indirectly, at least US$30 million of GGAC Ordinary Shares in the open market. To the extent the Controlling Persons make less than US$30 million in open market purchases, the Controlling Persons, directly or indirectly, will purchase an amount of securities in the Private Placement equal to such deficiency.

Lock-Up

Simultaneously with the execution of the Investment Agreement, the Controlling Persons and the Optionholders entered into lockup agreements (the “Lockup Agreements”) with GGAC, pursuant to which they agreed not to sell any of the GGAC Ordinary Shares received by them in connection with the Investment Agreement for one year after the closing, subject to certain exceptions.

Registration Rights

At the Closing, GGAC, the Controlling Persons, the Optionholders, certain of GGAC’s founders and the representative of the underwriters in GGAC’s initial public offering will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, no later than 30 days following the Closing, GGAC will prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3, or other appropriate form, covering the resale of the Registrable Securities (as defined below), and will use its reasonable best efforts to cause the registration statement to be declared effective and remain effective on a continuous basis until all Registrable Securities have been sold. Following the expiration of the lockup period under the Lockup Agreements, in addition to ordinary resales under the registration statement in the public trading markets, the holders of the Registrable Securities will be entitled to sell the Registrable Securities in underwritten public offerings under the registration statement, so long as any such underwritten public offering is for at least US$10 million of the Registrable Securities in the aggregate. The holders of the Registrable Securities also will have certain customary “piggyback” registration rights.

The “Registrable Securities” include the GGAC Ordinary Shares sold prior to GGAC’s initial public offering, all of the units (and underlying GGAC Ordinary Shares and warrants) sold in a private placement concurrently with GGAC’s initial public offering or issuable upon conversion of working capital loans made by the insiders of GGAC since the closing of the initial public offering, all of the GGAC Ordinary Shares and warrants underlying the unit purchase option granted to the representative of the underwriters in GGAC’s initial public offering and all of the GGAC Ordinary Shares issued to the Controlling Persons and the Optionholders under the Investment Agreement.

Notwithstanding the foregoing, the Registrable Securities held by the Controlling Persons and Optionholders will remain subject to the Lockup Agreement.

EBITDA Adjustment; Indemnification; Escrow

The GGAC Ordinary Shares payable to the Controlling Persons and Optionholders are subject to adjustment based on the Company’s future EBITDA performance (the “EBITDA Adjustment”). If the Company’s EBITDA for the twelve months ending December 31, 2016, as determined in accordance with the Investment Agreement, is less than R$155,000,000, the Controlling Persons and Optionholders have agreed to surrender to GGAC for cancellation 50,000 GGAC Ordinary Shares for each R$1,000,000 of such deficiency, up to a maximum of 300,000 of the Escrow Shares (as defined below) and pro-rata for partial amounts. In case the Company’s EBITDA for such period is lower than R$149,000,000, the remaining 300,000 of the original number of Escrow Shares will be surrendered to GGAC for cancellation.

In addition, the Controlling Persons and the Optionholders, on one hand, and GGAC, on the other hand, have agreed to indemnify and hold each other harmless for certain inaccuracies or breaches of the representations and warranties or for the non-fulfillment or breach of certain covenants and agreements contained in the Investment Agreement, in each case, pursuant to the terms of the Investment Agreement. GGAC’s rights to indemnification are limited to the number of Escrow Shares, subject to certain exceptions. The Controlling Persons and Optionholder’s rights to indemnification are limited to a number of newly issued GGAC Ordinary Shares equal to the number of Escrow Shares.

To provide a fund for payment to GGAC with respect to its post-closing rights to indemnification under the Investment Agreement, and to provide security for the Controlling Persons and Optionholders obligation to surrender shares in connection with the EBITDA Adjustment, there will be placed in escrow (with an independent escrow agent) an aggregate of 600,000 of the GGAC Ordinary Shares issuable to the Controlling Persons and the Optionholders under the Investment Agreement (the “Escrow Shares”). On the date that is the later of (i) 30 days after the date on which the Company delivers to GGAC its audited financial statements for its 2016 fiscal year and (ii) the date the EBITDA Adjustment is finally determined in accordance with the Investment Agreement, the Escrow Agent shall release 300,000 of the original number of Escrow Shares, less that number of Escrow Shares applied in satisfaction of, or reserved with respect to, indemnification claims made prior to such date, and less that number of Escrow Shares surrendered or to be surrendered to the Company in satisfaction of the EBITDA Adjustment, to the owners thereof. The remaining Escrow Shares shall be available for indemnification only with respect to Tax Indemnification Claims (as defined in the Investment Agreement). On the date that is 30 days after the date on which the Company delivers to GGAC its audited financial statements for its 2017 fiscal year, the Escrow Agent shall deliver the remaining shares held in escrow, less any of such shares applied in satisfaction of, or reserved with respect to, a Tax Indemnification Claim made prior to such date, to the owners thereof. Any Escrow Shares reserved with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such owners promptly upon such resolution.

No amount for indemnification will be payable by an indemnifying party (i) unless and until the aggregate amount of all indemnifiable losses otherwise payable exceeds US$600,000 (the “Deductible”), in which event the amount payable shall be the full amount (and not just the amount in excess of the amount of the Deductible), and (ii) unless the amount of all indemnifiable losses otherwise payable on any single claim or series of related claims exceeds US$30,000 (except such amounts will count toward the Deductible), in each case subject to certain exceptions.

Reorganization

Prior to the Closing, the Controlling Persons will use their commercially reasonable best efforts to effect a reorganization in accordance with the Investment Agreement (the “Reorganization”), as a result of which the Controlling Persons will become the direct owners of all of the outstanding ordinary shares of the Company, the Company will not incur any indebtedness, other than indebtedness not exceeding US$50,000,000 in the aggregate, and the Company will have accrued goodwill amortizable under applicable tax law in the amount of R$200,000,000.

Company Option Exercises

Simultaneously with the execution of the Investment Agreement, the Optionholders delivered irrevocable instructions to exercise their options in full at the Closing and an instrument of assignment directing the underlying ordinary shares of the Company to be issued in the name of GGAC (the “Irrevocable Instructions”).

Representations and Warranties

The Investment Agreement contains representations and warranties of the Company and the Controlling Persons, on one hand, and GGAC, on the other hand, relating to, among other things, (a) proper organization and similar corporate matters, (b) subsidiaries, (c) capital structure, (d) corporate authority, (e) absence of conflicts, (f) compliance with legal requirements, (g) financial information, (h) absence of undisclosed liabilities, (i) absence of material changes, (j) litigation, (k) employee benefit matters, (l) labor matters, (m) absence of restrictions on business activities, (n) title to personal property, including leases, (o) tax matters, (p) environmental matters, (q) third party expenses, including broker fees, (r) intellectual property, (s) contracts, (t) insurance, (u) government filings, (v) interested party transactions, (w) antitrust filings, (x) with respect to the Company, illegal or improper transactions, and (y) with respect to GGAC, its SEC filings, the trust account, its indebtedness, the listing of its securities and board approval of the transactions.

The Investment Agreement also contains customary representations and warranties by the Controlling Persons and Optionholders relating to, among other things, authority and similar matters, absence of conflicts, ownership of the securities of the Company and certain investment-related matters.

Covenants

The parties to the Investment Agreement have each agreed to use their commercially reasonable best efforts take such actions as are necessary, proper or advisable to consummate the transactions contemplated by the Investment Agreement. They have also agreed to continue to operate their respective businesses in the ordinary course prior to the closing and not to take certain specified actions without the prior written consent of the other party.

The Investment Agreement also contains additional covenants of the parties, including, among others, covenants providing for:

●

GGAC, with the assistance of the Company, to prepare and file a proxy statement to be used in connection with an extraordinary general meeting of GGAC shareholders called for the purpose of, among other things, (i) approving the Investment Agreement and the transactions contemplated thereby, (ii) approving certain amendments to GGAC’s memorandum and articles of association, including changing GGAC’s name to “Garnero Colombo Inc.,” (iii) adopting an incentive plan (the “Incentive Plan”) that reserves for issuance no more than 10% of the GGAC Ordinary Shares outstanding immediately after the Closing, and (iv) electing one individual selected by the Company and four individuals selected by GGAC to GGAC’s board of directors;

●

each party to protect the confidential information of the other party and, subject to the confidentiality requirements, to provide the other party with reasonable access to information concerning its business;

●

the parties to use commercially reasonable best efforts to obtain all necessary approvals from governmental agencies and other third parties that are required for the consummation of the transactions contemplated by the Investment Agreement;

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GGAC to use its commercially reasonable best efforts to maintain the listing of GGAC’s securities on The Nasdaq Stock Market;

●

the Company to provide periodic financial statements to GGAC through the Closing and to provide GGAC with full access to its financial information used in the preparation of the financial statements;

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the Company to use commercially reasonable best efforts to obtain release letters (the “Release Letters”) related to certain indebtedness, which provide for the release of, among other encumbrances, certain liens on the outstanding ordinary shares of the Company held by the Controlling Persons; and

●

the Company to use its commercially reasonable best efforts to obtain waivers of certain financial covenants relating to its existing indebtedness that shall continue in effect for at least 60 days after the Closing.

Conditions to Closing

General Conditions

Consummation of the transactions is conditioned on (i) the GGAC shareholders having approved the Investment Agreement and the transactions contemplated thereby, (ii) GGAC having at least US$5 million of net tangible assets following the exercise by holders of GGAC Ordinary Shares issued in GGAC’s initial public offering of their right to convert their shares into a pro rata share of GGAC’s trust fund; (iii) no governmental entity having enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order which is in effect and would prohibit consummation of the Contributions; and (iv) the Company having completed the Reorganization.

In addition, the obligations of each of the Controlling Persons and the Optionholders, on one hand, and GGAC, on the other hand, are conditioned upon, among other things, (i) the representations and warranties of the other party being true and correct on the date of the Investment Agreement and on the date of the Closing, subject to qualification as to a Material Adverse Effect (as defined in the Investment Agreement); (ii) the other party having performed in all material respects all covenants required under the Investment Agreement to be performed on or prior to the Closing; (iii) the other party having obtained certain consents of third parties required to be obtained in connection with the Contributions; and (iv) no Material Adverse Effect having occurred with respect to the other party since the date of the Investment Agreement. In addition, each party will have delivered to the other party an officer’s certificate with respect to the items described in clauses (i), (ii) and (iii).

Company’s Conditions to Closing

The obligations of the Controlling Persons and the Optionholders to consummate the transactions contemplated by the Investment Agreement also are conditioned upon, among other things:

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GGAC being in compliance with the reporting requirements under the Exchange Act;

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the Company having received an opinion of GGAC’s counsel in agreed form;

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the Registration Rights having been executed by the parties thereto; and

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the officers of GGAC having resigned from certain positions of GGAC.

GGAC’s Conditions to Closing

The obligations of GGAC to consummate the transactions contemplated by the Investment Agreement, in addition to the conditions described above, are conditioned upon, among other things:

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the Lockup Agreements being in full force and effect;

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Irrevocable Instructions being in full force and effect;

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GGAC having received irrevocable subscriptions, other than subscriptions from the Controlling Persons and their affiliates, for at least US$50,000,000 in the Private Placement;

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the purchase by the Controlling Persons or their affiliates of US$30 million in GGAC Ordinary Shares in the open market or in the Private Placement having occurred;

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GGAC having received an opinion of the Company’s counsel in agreed upon form;

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(i) all outstanding indebtedness owned by any Company insider shall have been repaid in full; (ii) all guaranteed or similar arrangements pursuant to which the Company has guaranteed the payment or performance of any obligations of any Company insider to a third party shall have been terminated; and (iii) no Controlling Person or Company insider shall own any direct equity interests in any subsidiary of the Company;

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the Release Letters being in full force and effect; and

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the Reorganization having been effected, such that the conditions relating to assumed indebtedness and accrued amortizable goodwill, as described above, are met.

Waivers

If permitted under applicable law, either GGAC or the Company may waive any inaccuracies in the representations and warranties made to such party contained in the Investment Agreement and waive compliance with any agreements or conditions for the benefit of itself or such party contained in the Investment Agreement. The condition requiring that GGAC having at least US$5 million of net tangible assets following the exercise by holders of GGAC Ordinary Shares of their right to convert their shares into a pro rata share of GGAC’s trust fund may not be waived. There can be no assurance that all of the conditions will be satisfied or waived.

Termination

The Investment Agreement may be terminated at any time, but not later than the closing, as follows:

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by mutual written consent of GGAC and the Controlling Persons;

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by either GGAC or the Controlling Persons if the Contributions shall not have been consummated for any reason by December 15, 2015, with such date being automatically extended for two additional successive 30-day periods, in case the Contributions are not consummated for any reason, provided that the terminating party’s actions did not principally cause the delay and constitute a breach of the Investment Agreement;

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by either GGAC or the Controlling Persons if a governmental entity shall have issued an order, decree, judgment or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the business combination, which order, decree, ruling or other action is final and nonappealable, provided that the terminating party’s was not the principal cause of such action being final and nonappealable;

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by either GGAC or the Controlling Persons if the other party has breached any of its covenants or representations and warranties, such that the conditions set forth above would not be satisfied, and has not cured its breach within 30 days of the notice of an intent to terminate, provided that the terminating party is itself not in breach; or

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by either GGAC or the Controlling Persons if, at the GGAC stockholder meeting, the GGAC shareholders do not approve the Investment Agreement and the transactions contemplated thereby, or GGAC would have at least US$5 million of net tangible assets following the exercise by holders of GGAC Ordinary Shares of their right to convert their shares into a pro rata share of GGAC’s trust fund.

Item 7.01 Regulation FD Disclosure.

GGAC is furnishing the press release attached hereto as Exhibit 99.1 and the investor presentation attached hereto as Exhibit 99.2 as Regulation FD Disclosure material.

The investor presentation will be used by GGAC in presentations to certain of its shareholders and other persons interested in purchasing GGAC Ordinary Shares. To comply with certain federal securities laws, GGAC and the Company will be prohibited from making such presentations while the Private Placement is being conducted.

The information under this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

(d) Exhibits.

Exhibit		Description
2.1		Investment Agreement, dated as of August 26, 2015, by and among Garnero Group Acquisition Company, Q1 Comercial de Roupas S.A., Alvaro Jabur Maluf Junior and Paulo Jabur Maluf, and the optionholders listed on the signature page thereto.*
10.1		Form of Lockup Agreement.
10.2		Form of Registration Rights Agreement.
10.3		Form of Escrow Agreement.
99.1		Press release dated August 27, 2015.
99.2		Investor Presentation.

* Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). GGAC agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 27, 2015	GARNERO GROUP ACQUISITION COMPANY

	By:	/s/ Mario Garnero
		Name: Mario Garnero
		Title: Chief Executive Officer

Exhibit 2.1

INVESTMENT AGREEMENT

BY AND AMONG

GARNERO GROUP ACQUISITION COMPANY,

Q1 COMERCIAL DE ROUPAS S.A.,

ALVARO JABUR MALUF JUNIOR AND PAULO JABUR MALUF,

AND

THE OPTIONHOLDERS OF Q1 COMERCIAL DE ROUPAS S.A.
SET FORTH ON THE SIGNATURE PAGES HERETO

DATED AS OF AUGUST 26, 2015

Table of Contents

(continued)

			Page

ARTICLE I		THE INVESTMENT	2

	1.1	Contribution of Shares	2
	1.2	Closing	4
	1.3	Adjustments to Contribution Ratios	6
	1.4	Required Withholding	6
	1.5	Taking of Necessary Action; Further Action	6
	1.6	Escrow	7
	1.7	Committee and Representative for Purposes of Escrow Agreement	7
	1.8	Matters Relating to the Controlling Persons and the Optionholders	8
	1.9	Sale Restriction	10

ARTICLE II		REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY	11

	2.1	Organization and Qualification	11
	2.2	Subsidiaries	12
	2.3	Capitalization	13
	2.4	Authority Relative to this Agreement	14
	2.5	No Conflict; Required Filings and Consents	14
	2.6	Compliance	15
	2.7	Financial Statements; Internal Controls	15
	2.8	No Undisclosed Liabilities	16
	2.9	Absence of Certain Changes or Events	16
	2.10	Litigation	17
	2.11	Employee Benefit Plans	17
	2.12	Labor Matters	18
	2.13	Restrictions on Business Activities	19
	2.14	Title to Property	19
	2.15	Taxes	20
	2.16	Environmental Matters	21
	2.17	Brokers; Third Party Expenses	22
	2.18	Intellectual Property	22
	2.19	Agreements, Contracts and Commitments	24
	2.20	Insurance	25
	2.21	Governmental Actions/Filings	26
	2.22	Interested Party Transactions	26
	2.23	Antitrust Filing	26
	2.24	No Illegal or Improper Transactions	27
	2.25	Survival of Representations and Warranties	27

ARTICLE III		REPRESENTATIONS AND WARRANTIES OF GGAC	27

	3.1	Organization and Qualification	27
	3.2	Subsidiaries and Other Interests	28
	3.3	Capitalization	28

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Table of Contents

(continued)

			Page

	3.4	Authority Relative to this Agreement	29
	3.5	No Conflict; Required Filings and Consents	30
	3.6	Compliance	30
	3.7	SEC Filings; Financial Statements; Internal Controls	30
	3.8	No Undisclosed Liabilities	31
	3.9	Absence of Certain Changes or Events	32
	3.1	Litigation	32
	3.11	Employee Benefit Plans	32
	3.12	Labor Matters	32
	3.13	Business Activities	32
	3.14	Title to Property	33
	3.15	Taxes	33
	3.16	Environmental Matters	33
	3.17	Brokers	34
	3.18	Intellectual Property	34
	3.19	Agreements, Contracts and Commitments	34
	3.20	Insurance	34
	3.21	Interested Party Transactions	35
	3.22	Indebtedness	35
	3.23	Listing of Securities	35
	3.24	Board Approval	35
	3.25	Trust Fund	35
	3.26	Governmental Filings	35
	3.27	Antitrust Filing	36
	3.28	Survival of Representations and Warranties	36

ARTICLE IV		CONDUCT PRIOR TO THE EFFECTIVE TIME	36

	4.1	Conduct of Business by the Company, its Subsidiaries and GGAC	36

ARTICLE V		ADDITIONAL AGREEMENTS	39

	5.1	Proxy Statement; Extraordinary General Meeting	39
	5.2	Private Placement	41
	5.3	Corporate Reorganization	41
	5.4	Other Actions	41
	5.5	Required Information	42
	5.6	Confidentiality; Access to Information	43
	5.7	Commercially Reasonable Best Efforts	44
	5.8	Registration Rights	45
	5.9	No GGAC Securities Transactions	45
	5.10	No Claim Against Trust Fund	45
	5.11	Disclosure of Certain Matters	45
	5.12	Securities Listing	46
	5.13	No Solicitation	46
	5.14	Liability Insurance	46

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Table of Contents

(continued)

			Page

	5.15	Insider Loans; Equity Ownership in Subsidiaries	47
	5.16	Certain Financial Information	47
	5.17	Access to Financial Information	47
	5.18	GGAC Borrowings	47
	5.19	Trust Fund Disbursement	47
	5.20	Option Plan	48
	5.21	[Intentionally omitted]	48
	5.22	Company Options	48
	5.23	Charter Amendments	48
	5.24	Board of Directors of GGAC	48
	5.25	Open Market Purchases	48
	5.26	Release Letters	48
	5.27	General Shareholders Meeting of the Company	49
	5.28	Acknowledgement Regarding Projections	49
	5.29	Cancellation of Trademark Transfer	49
	5.30	Payment of Debts with Controlling Persons	49
	5.31	GGAC’s Warrant	49
	5.32	Financial Covenant Waivers	49
	5.33	Admission of Second Shareholder in the Company	49

ARTICLE VI		CONDITIONS TO THE TRANSACTION	50

	6.1	Conditions to Obligations of Each Party to Effect the Contributions	50
	6.2	Additional Conditions to Obligations of the Company, the Controlling Persons and the Optionholders	50
	6.3	Additional Conditions to the Obligations of GGAC	52

ARTICLE VII		INDEMNIFICATION	54

	7.1	Indemnification	54
	7.2	Indemnification of Third Party Claims	55
	7.3	Insurance Effect	57
	7.4	Limitations on Indemnification	57
	7.5	Exclusive Remedy	59
	7.6	Adjustment to Investment Consideration and Capital Contribution	59
	7.7	Representative Capacities; Application of Escrow Shares	59
	7.8	Tax Benefits	60
	7.9	Mitigation	60

ARTICLE VIII		TERMINATION	60

	8.1	Termination	60
	8.2	Notice of Termination; Effect of Termination	61
	8.3	Fees and Expenses	62

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Table of Contents

(continued)

			Page

ARTICLE IX		DEFINED TERMS	62

ARTICLE X		GENERAL PROVISIONS	65

	10.1	Notices	65
	10.2	Interpretation	67
	10.3	Counterparts; Facsimile Signatures	68
	10.4	Entire Agreement; Third Party Beneficiaries	68
	10.5	Severability	68
	10.6	Other Remedies; Specific Performance	68
	10.7	Governing Law	69
	10.8	Rules of Construction	69
	10.9	Assignment	69
	10.10	Amendment	69
	10.11	Extension; Waiver	69
	10.12	VENUE; CONSENT TO JURISDICTION AND SERVICE OF PROCESS	69

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INVESTMENT AGREEMENT

THIS INVESTMENT AGREEMENT is made and entered into as of August 26, 2015, by and among Garnero Group Acquisition Company, a Cayman Islands company (“GGAC”), Q1 Comercial de Roupas S.A., a Brazilian company (the “Company,” or after the Closing (as defined in Section 1.2 hereof), the “Surviving Corporation”), Alvaro Jabur Maluf Junior and Paulo Jabur Maluf (the “Controlling Persons”) and the persons listed under the caption “Optionholder” on the signature pages hereto (the “Optionholders”). The term “Agreement” as used herein refers to this Investment Agreement, as the same may be amended from time to time, and all schedules and exhibits hereto (including the Company Schedule and the GGAC Schedule, as defined in the preambles to Articles II and III hereof, respectively). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 10.2 hereof.

RECITALS

A. The Controlling Persons, directly and indirectly through Persons wholly owned by the Controlling Persons (“Controlling Person Affiliates”), collectively own ordinary shares of the Company (“Company Ordinary Shares”) representing one hundred percent (100%) of the issued and outstanding capital stock of the Company as of the date hereof.

B. Following the execution of this Agreement (but in any event prior to the Closing Date (as defined in Section 1.2 hereof)), the Controlling Persons, certain Controlling Person Affiliates and the Company shall effect a reorganization (the “Reorganization”), of which the Company shall be the surviving entity and pursuant to which the Company Ordinary Shares shall remain the sole class or series of capital stock of the Company authorized or outstanding and the Controlling Persons shall become the direct owners of all of the issued and outstanding Company Ordinary Shares (the “Outstanding Shares”).

C. The Optionholders collectively own all of the issued and outstanding Company Options (as defined in Section 2.3 hereof), representing the right to purchase an aggregate of 4,737,600 Company Ordinary Shares (the “Option Shares,” and together with the Outstanding Shares, the “Shares”). The Optionholders have delivered irrevocable instructions to exercise in full their Company Options at the Closing Date.

D. The Company was advised by UBS Securities LLC and UBS Brasil Serviços de Assessoria Financeira Ltda. as financial advisors to the transaction set forth in this Agreement.

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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Article I
THE INVESTMENT

1.1 Contribution of Shares.

(a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Controlling Persons shall contribute, assign, transfer and deliver the Outstanding Shares to GGAC, free and clear of any Liens, except with respect to such Liens described in Schedule 1.1(a) hereto, which shall be released upon repayment of the indebtedness set forth on Schedule 5.26 hereto in accordance with the Release Letter (as defined in Section 5.26 hereof) (the “Share Contribution”), and shall receive in consideration an aggregate of five million four hundred and sixty thousand (5,460,000) new ordinary shares, par value $0.0001 per share, of GGAC (“GGAC Ordinary Shares”) free and clear of any Liens. The value of the Share Contribution shall be equivalent to the acquisition cost of the Outstanding Shares by the Controlling Persons as defined upon completion of the Reorganization (the “Share Consideration”). The Share Consideration shall be allocated and delivered to each Controlling Person, as provided in Schedule 1.1(a)(i) hereto (as amended or supplemented at the Closing Date).

(b) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Optionholders shall exercise the Company Options and contribute, assign, transfer and deliver the Option Shares to GGAC, free and clear of any Liens, except with respect to such Liens described in Schedule 1.1(a) hereto, (the “Option Contribution,” and together with the Share Contribution, the “Equity Contributions”), and shall receive in consideration an aggregate of five hundred and forty thousand (540,000) GGAC Ordinary Shares, free and clear of any Liens (the “Option Consideration,” and together with the Share Consideration, the “Investment Consideration”). The Option Consideration shall be allocated and delivered to each Optionholder, as provided in Schedule 1.1(b) hereto.

(c) Certificates evidencing the Share Consideration and Option Consideration shall bear customary transfer restrictions and shall note the restrictions and obligations set forth in Section 1.9 hereof.

(d) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and immediately after the completion of the transactions mentioned in (a) and (b) above, GGAC shall contribute to the Company, as a capital increase, an aggregate of One Hundred and Twenty Million Brazilian Reais (R$120,000,000) in cash (the “Capital Contribution,” and together with the Equity Contributions, the “Contributions”) and shall receive in consideration an aggregate of new ordinary shares of the Company as defined upon completion of the Reorganization free and clear of any Liens (the “Company New Shares”), which amount shall be used by the Company to immediately repay the indebtedness set forth in Schedule 5.26 hereto and to release the Liens on the Outstanding Shares.

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(e) EBITDA Adjustment.

(i) If the Company’s EBITDA in Brazilian Reais for the twelve months ended December 31, 2016 (“Actual EBITDA Amount”), as determined in accordance with this Agreement, is less than One Hundred and Fifty-Five Million Brazilian Reais (R$155,000,000) (the “Estimated EBITDA Amount”), the Controlling Persons and Optionholders shall surrender to the Company for cancellation, pro rata in proportion to the number of GGAC Shares issued to each such Controlling Person and Optionholder hereunder, a number of GGAC Ordinary Shares (the “EBITDA Shares”) corresponding to Fifty thousand (50,000) GGAC Ordinary Shares for each One Million Brazilian Reais (R$1,000,000) difference between the Estimated EBITDA Amount and the Actual EBITDA Amount, limited to 300,000 of the original number of Escrow Shares (as defined below) (the “EBITDA Variance”), and pro-rata for partial amounts; provided, however, that the number of EBITDA Shares shall in no event exceed the number of Escrow Shares (as defined in Section 1.6 hereof) and the requirement to surrender the EBITDA Shares to the Company shall be satisfied solely from the Escrow Shares (the “EBITDA Adjustment”). In case the Actual EBITDA Amount is lower than One Hundred and Forty-Nine Million Brazilian Reais (R$149,000,000), the Controlling Persons shall surrender to the Company for cancellation the remaining 300,000 of the original number of Escrow Shares (as defined below). In case the Actual EBITDA Amount is greater than One Hundred and Fifty-Five Million Brazilian Reais (R$155,000,000), the Escrow Agent shall release 300,000 of the original number of Escrow Shares (as defined below), according to the procedure set forth in Section 1.6 below.

(ii) The Surviving Corporation shall deliver to the Committee and the Representative (each as defined in Section 1.7 hereof) a written statement of the Actual EBITDA Amount by March 31, 2017, which shall (1) provide such detailed information as may be reasonably requested by the Committee or the Representative prior to such date with respect to the Actual EBITDA Amount, (2) be derived utilizing generally accepted accounting principles, consistent with the Company’s historical practice and (3) be certified as being true and complete by an executive officer of the Surviving Corporation.

(iii) If the Committee or the Representative (the “Disputing Party”) disagrees with the Actual EBITDA Amount and the EBITDA Variance, it shall notify the Company and the other party (the “Non-Disputing Party”) of such disagreement in writing specifying in reasonable detail any and all items of disagreement (each, an “Item of Dispute”) within ten (10) calendar days after its receipt of the written statement of the Actual EBITDA Amount. The Disputing Party and Non-Disputing Party shall use their commercially reasonable best efforts for a period of ten (10) calendar days after the Disputing Party’s delivery of such notice (or such longer period as the Disputing Party and Non-Disputing Party may mutually agree upon) to resolve any Items of Dispute raised by the Disputing Party. If, at the end of such period, the Disputing Party and Non-Disputing Party do not resolve any such Item of Dispute, either party may submit the matter to a mutually acceptable independent accounting firm of recognized national standing to review and resolve the Item of Dispute. In the event the Disputing Party and Non-Disputing Party cannot agree upon an accounting firm within five (5) days after notice from a party to the other party, they shall choose an accounting firm by lot from those accounting firms of recognized national standing practicing in Brazil having no material relationship to GGAC, the Company, the Committee, the Representative or their respective Affiliates and having offices in locations suitable to conduct such review (the accounting firm selected in accordance with the preceding two sentences is referred to herein as the “Accounting Firm”). The Disputing Party and Non-Disputing Party shall request that the Accounting Firm render a determination on each Item of Dispute, solely based on whether such Item of Dispute was prepared accurately and in accordance with Brazilian GAAP (as defined below) and consistent with past practice. The determination by the Accounting Firm shall be final, binding and conclusive on the parties. The Disputing Party and Non-Disputing Party shall make their respective submissions to the Accounting Firm within ten (10) business days after selecting such firm pursuant to this Section 1.1(e). The Disputing Party and Non-Disputing Party shall use their commercially reasonable best efforts to cause the Accounting Firm to make its determination within fifteen (15) calendar days after accepting its selection. All of the fees and expenses of the Accounting Firm shall be borne by the Surviving Corporation.

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(iv) “EBITDA” means the calculation detailed in Schedule 1.1(e)(iv) hereto, as performed in accordance with the generally accepted accounting principles of Brazil (“Brazilian GAAP”).

1.2 Closing.

(a) The closing of the Contributions and the other transactions contemplated by this Agreement (“Closing”) shall take place at the offices of Graubard Miller, the Chrysler Building, 405 Lexington Avenue, 11^th Floor, New York, New York 10174, at 10:00 a.m., New York City time, not later than the third (3^rd) business day after the satisfaction or waiver of the conditions set forth in Article VI (other than conditions that by their nature can only be satisfied or waived as of the Closing Date), or at such other time, date and location as the parties hereto agree in writing (the “Closing Date”). Closing signatures may be transmitted by facsimile or by emailed PDF file.

(b) At or prior to the Closing, GGAC shall deliver, or cause to be delivered, to the Company, the Controlling Persons and the Representative the following:

(i) the Share Consideration by issuance to GGAC’s transfer agent of irrevocable instructions to issue to the Controlling Persons certificates representing GGAC Ordinary Shares in the respective names and amounts indicated in Schedule 1.1(a)(i) hereto (as amended or supplemented at the Closing Date), and to deliver such certificates to the respective addresses indicated in such schedule;

(ii) the Capital Contribution by wire transfer of immediately available funds to the Company, in accordance with wire transfer instructions provided in writing by the Controlling Persons no later than three (3) Business Days prior to the Closing Date;

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(iii) the Option Consideration by issuance to GGAC’s transfer agent of irrevocable instructions to issue to the Optionholders certificates representing GGAC Ordinary Shares in the respective names and amounts indicated in Schedule 1.1(b) hereto, and to deliver such certificates to the respective addresses indicated in such schedule;

(iv) the GGAC Closing Certificate (as defined in Section 6.2(a) hereof);

(v) the opinion of Maples and Calder, counsel to GGAC, in substantially the form of Exhibit A hereto; and

(vi) the Escrow Agreement (as defined in Section 1.6 hereof) executed by GGAC and the Committee;

(vii) the Registration Rights Agreement (as defined in Section 5.8 hereof) executed by GGAC; and

(viii) such other documents and instruments necessary to consummate the transactions contemplated by this Agreement upon the terms and conditions set forth in this Agreement, all of which, together with the documents and instruments referred to above, shall be in form and substance reasonably satisfactory to the Company and the Controlling Persons.

(c) At or prior to the Closing, the Company, the Controlling Persons and/or the Optionholders, as applicable, shall deliver or cause to be delivered to GGAC the following:

(i) (A) the minutes of the General Shareholders Meeting of the Company (as defined below) approving the issuance of the Option Shares to the Optionholders due to the exercise of the Company Options, (B) the Irrevocable Instructions (as defined in Section 5.22 hereof), and (C) the share transfer book (with the entries for the transfer of the Outstanding Shares and the Options Shares to GGAC duly executed by the holders of such shares) and the share registration book of the Company, evidencing the transfer and registration of the Option Shares to GGAC and the transfer and registration of the Outstanding Shares to GGAC;

(ii) the minutes of the General Shareholders Meeting (as defined below) approving the Capital Contribution and the issuance and delivery of the Company New Shares to GGAC, as well as the share registration book of the Company evidencing the delivery of the Company New Shares to GGAC;

(iii) the Release Letter (as defined in Section 5.26 hereof) executed by the Company and each holder of the indebtedness set forth on Schedule 5.26 hereto;

(iv) the Company Closing Certificate (as defined in Section 6.3(a) hereof);

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(v) the opinion of Souza, Cescon, Barrieu & Flesch Advogados, counsel to the Company, in substantially the form of Exhibit B hereto;

(vi) the Escrow Agreement executed by the Representative;

(vii) the Registration Rights Agreement executed by the Controlling Persons and the Optionholders;

(viii) a Lock-Up Agreement (as defined in Section 1.9 hereof) executed by each Controlling Person and Optionholder; and

(ix) such other documents and instruments necessary to consummate the transactions contemplated by this Agreement upon the terms and conditions set forth in this Agreement, all of which, together with the documents and instruments referred to above, shall be in form and substance reasonably satisfactory to GGAC.

1.3 Adjustments to Contribution Ratios. The number of GGAC Ordinary Shares to which the Controlling Persons and the Optionholders are entitled to subscribe shall be equitably adjusted to reflect appropriately the effect of any share split, reverse share split, share dividend (including any dividend or distribution of securities convertible into Company Ordinary Shares or GGAC Ordinary Shares), cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Company Ordinary Shares or GGAC Ordinary Shares occurring on or after the date hereof and prior to the Effective Time.

1.4 Required Withholding. GGAC shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any Person such amounts as are required to be deducted or withheld therefrom under the Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of state, local or foreign tax law or under any other applicable law. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid. If GGAC intends to withhold any amount from any consideration payable or otherwise deliverable pursuant to this Agreement, GGAC shall provide a statement to the Representative no later than three (3) Business Days prior to the anticipated Closing Date setting forth the amount expected to be withheld and the grounds for such withholding and GGAC shall work in good faith with the Representative to reduce or eliminate any such withholding.

1.5 Taking of Necessary Action; Further Action. Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, each of the parties shall execute and deliver such other documents and instruments, provide such materials and information and take such other actions as may reasonably be necessary, proper or advisable, to the extent permitted by law, to fulfill its obligations under this Agreement and the other documents to which it is a party.

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1.6 Escrow. As the sole remedy for the indemnification obligations of the Controlling Persons and the Optionholders set forth in Article VII hereof, 600,000 of the GGAC Ordinary Shares to be issued to the Controlling Persons and the Optionholders hereunder (the “Escrow Shares”) shall be deposited in escrow (the “Escrow Account”), which shall be allocated among the Controlling Persons and the Optionholders in the same proportion as the number of GGAC Ordinary Shares being issued to them hereunder, all in accordance with the terms and conditions of an escrow agreement to be entered into at the Closing between GGAC, the Representative and Continental Stock Transfer & Trust Company (“Continental”), as escrow agent (“Escrow Agent”), substantially in the form of Exhibit C hereto (the “Escrow Agreement”). On the date (the “Basic Indemnity Escrow Termination Date”) that is the later of (i) thirty (30) days after the date on which the Company delivers to GGAC its audited financial statements for its 2016 fiscal year and (ii) the date the EBITDA Adjustment is finally determined in accordance with Section 1.1(e) hereof, the Escrow Agent shall release 300,000 of the original number of Escrow Shares, less that number of Escrow Shares applied in satisfaction of, or reserved with respect to, indemnification claims made prior to such date, and less that number of Escrow Shares surrendered or to be surrendered to the Company in satisfaction of the EBITDA Adjustment, to the owners thereof. The remaining Escrow Shares (the “Tax Indemnity Shares”) shall be available for indemnification only with respect to Tax Indemnification Claims (as hereinafter defined). On the date (the “Tax Indemnity Escrow Termination Date”) that is thirty (30) days after the date on which the Company delivers to GGAC its audited financial statements for its 2017 fiscal year, the Escrow Agent shall deliver the Tax Indemnity Shares, less any of such shares applied in satisfaction of, or reserved with respect to, a Tax Indemnification Claim made prior to such date, to the owners thereof. Any Escrow Shares reserved with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered to such owners promptly upon such resolution. “Tax Indemnification Claim” means a claim for indemnification pursuant to Article VII with respect to a breach of the representations and warranties set forth in Section 2.15 hereof.

1.7 Committee and Representative for Purposes of Escrow Agreement.

(a) GGAC Committee. Prior to the Closing, the board of directors of GGAC shall appoint a committee (the “Committee”) consisting of at least two of its then independent members to act on behalf of GGAC to take all necessary actions and make all decisions pursuant to this Agreement and the Escrow Agreement after the Closing. In the event of a vacancy in such committee, the board of directors of GGAC shall appoint as a successor a Person who was an independent director of GGAC prior to the Closing Date or, in the event of an inability to appoint same, another Person who would qualify as an “independent” director of GGAC and who has not had any material relationship with the Company prior to the Closing. Such committee is intended to be the “Committee” referred to in Article VII and the Escrow Agreement.

(b) Representative. The Controlling Persons and the Optionholders hereby appoint Alvaro Jabur Maluf Junior as their representative (the “Representative”) to take any and all actions and make any decisions required or permitted to be taken by the Controlling Persons and the Optionholders under this Agreement or the Escrow Agreement. The execution of this Agreement by each of the Controlling Persons and the Optionholders shall be deemed acceptance by such party of the appointment of the Representative to act in such party’s behalf. Should the Representative resign or be unable to serve, a new Representative shall be selected by majority vote of the Controlling Persons and the Optionholders (each voting in proportion to their respective economic interest in the GGAC Ordinary Shares to be issued hereunder). The Representative shall not be liable to the Controlling Persons and the Optionholders for any liability, loss, damage, penalty, fine, cost or expense incurred without gross negligence by the Representative while acting in good faith and arising out of or in connection with the acceptance or administration of his duties hereunder (it being understood that any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith). A decision, act, consent or instruction of the Representative shall be final, binding and conclusive and not subject to challenge by any recipient. GGAC and the Company are hereby relieved from any liability to any person for any acts done by Representative and any acts done by GGAC or the Company in accordance with any such decision, act, consent or instruction of the Representative. GGAC, the Company and each of their respective Affiliates shall be entitled to rely upon, and shall be fully protected in relying upon, the power and authority of the Representative without independent investigation.

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1.8 Matters Relating to the Controlling Persons and the Optionholders.

(a) Each Controlling Person and Optionholder, for himself, herself or itself only, represents and warrants as follows:

(i) it has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder and, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by such Controlling Person or Optionholder of the transactions contemplated hereby (including the Equity Contributions) have been duly and validly authorized by all necessary action on the part of such Controlling Person or Optionholder and no other proceedings on the part of such Controlling Person or Optionholder, other than compliance by the Optionholders with Section 5.22 hereof, are necessary to authorize this Agreement or to consummate the transactions contemplated hereby pursuant to applicable law and the terms and conditions of this Agreement. This Agreement has been duly and validly executed and delivered by such Controlling Person or Optionholder and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of such Controlling Person or Optionholder, enforceable against such Controlling Person or Optionholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;

(ii) except as set forth in Section 2.5 of the Company Schedule, its execution and delivery of this Agreement does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (a “Governmental Entity”), except (1) for applicable requirements, if any, of the Securities Act of 1933, as amended (“Securities Act”), the Securities Exchange Act of 1934, as amended (“Exchange Act”), state securities laws (“Blue Sky Laws”), and the rules and regulations thereunder, and (2) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on itself or the Company or prevent consummation of the Equity Contributions or otherwise prevent the parties hereto from performing their respective obligations under this Agreement;

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(iii) it is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act;

(iv) it is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under Regulation D of the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3);

(v) it owns the Outstanding Shares and Company Options listed in Schedules 1.1(a) hereto as being owned by it, in each case free and clear of all Liens, except with respect to such Liens described in Schedule 1.1(a) hereto that shall be released upon repayment of the indebtedness set forth on Schedule 5.26 hereto in accordance with the Release Letter, and has not granted to any other Person any options or other rights to buy such securities, nor has it granted any interest in such securities to any Person of any nature;

(vi) it is acquiring the Share Consideration or Option Consideration for its own account, for the purpose of investment only and not with a view to, or for sale in connection with, any distribution thereof in violation of applicable securities laws;

(vii) it has not, directly or indirectly, offered the Share Consideration or Option Consideration to anyone or solicited any offer to buy the Share Consideration or Option Consideration from anyone, so as to bring such offer and sale of the Share Consideration or Option Consideration by such Controlling Person or Optionholder within the registration requirements of the Securities Act;

(viii) it acknowledges that (1) the Share Consideration and Option Consideration are not registered under any federal or state securities laws and the Share Consideration and Option Consideration are subject to the provisions of Section 1.6 and 1.9 hereof, (2) certificates evidencing the shares comprising the Share Consideration and Option Consideration shall bear appropriate restrictive legends, (3) such shares must be held indefinitely unless and until they are subsequently registered or an exemption from registration becomes available and (4) such Controlling Person or Optionholder can bear the loss of his, her or its entire investment in GGAC;

(ix) it has been furnished with, or has been provided access to, all reports that GGAC has filed with the Securities and Exchange Commission (the “SEC”) and anything else which such Controlling Person or Optionholder has requested relating to the foregoing and has been afforded the opportunity to ask questions and receive answers from GGAC’s directors and officers and to otherwise obtain any additional information deemed necessary or advisable by such Controlling Person or Optionholder and his, her or its representatives to evaluate the Controlling Person or Optionholder’s acquisition of the Share Consideration or Option Consideration; and

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(x) it has been fully apprised of all facts and circumstances necessary to permit such Controlling Person or Optionholder to make an informed decision about acquiring the Share Consideration and Option Consideration, including reading the current and proposed business, management, financial condition and affairs of GGAC, that it has sufficient sophistication and knowledge and experience in business and financial matters such that it is capable of evaluating the merits and risks of an investment in GGAC represented by the Share Consideration or Option Consideration.

(b) If Outstanding Shares are held by one or more Controlling Person Affiliates as of the date this representation and warranty is made, the Controlling Persons, jointly and severally, hereby make the representation and warranties set forth in Section 1.8(a) hereof with respect to each such Controlling Person Affiliate as if such Controlling Person Affiliate was a “Controlling Person.” The Controlling Persons hereby further represent and warrant that they collectively own all of the outstanding equity securities of each such Controlling Person Affiliate, free and clear of all Liens, except with respect to such Liens described in Schedule 1.1(a) hereof that shall be released upon repayment of the indebtedness set forth on Schedule 5.26 hereto in accordance with the Release Letter, and there are no outstanding options, warrants or other rights obligating the Controlling Persons or any such Controlling Person Affiliate to issue or sell any such securities.

(c) Each Optionholder, for himself, herself or itself only, represents and warrants that it has delivered to the Company Irrevocable Instructions in accordance with Section 5.22 hereof, that it has taken no action to amend, revoke or otherwise modify such instructions, that upon exercise of the Company Options, it will own the Option Shares, free and clear of all Liens, except for the Liens described in Schedule 1.1(a) hereto that shall be released upon repayment of the indebtedness set forth on Schedule 5.26 hereto in accordance with the Release Letter (subject to the assignment to GGAC contemplated by Section 5.22 hereof), and that it has not granted to any other Person any options or other rights to buy such securities, nor has it granted any interest in such securities to any Person of any nature.

1.9 Sale Restriction. Each of the GGAC Ordinary Shares issued to the Controlling Persons and Optionholders shall be subject to certain restrictions on transfer, in accordance with the terms of the Lock-Up Agreement (the “Lock-Up Agreement”) in the form of Exhibit D hereto to be executed and delivered to GGAC by each of the Controlling Persons and Optionholders simultaneously with the execution hereof. Certificates representing GGAC Ordinary Shares issued as a result of the Equity Contributions shall bear a prominent legend to such effect.

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Article II
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY

Subject to the exceptions set forth in Schedule 2 attached hereto (the “Company Schedule”), the Company and the Controlling Persons hereby represent and warrant to GGAC as follows (as used in this Article II, and elsewhere in this Agreement, the term “Company” includes the Subsidiaries, as hereinafter defined, unless the context clearly otherwise indicates):

2.1 Organization and Qualification.

(a) The Company is duly incorporated, validly existing and in good standing under the laws of Brazil and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now conducted, except where the failure to have such Approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. Complete and correct copies of the by-laws (such documents of an entity, or other comparable governing instruments with different names, are collectively referred to herein as “Charter Documents”) of the Company, as amended and currently in effect, have been heretofore made available to GGAC or GGAC’s counsel. The Company is not in violation of any of the provisions of the Company’s Charter Documents.

(b) The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. Each jurisdiction in which the Company is so qualified or licensed is listed in Section 2.1(b) of the Company Schedule.

(c) The minute books of the Company contain true, complete and accurate records of all written minutes for meetings and written consents in lieu of meetings of its board of directors (and any committees thereof) or similar governing bodies and shareholders or similar holders of voting interests (such records of an entity, are collectively referred to herein as “Corporate Records”) since the time of the Company’s organization. Copies of such Corporate Records of the Company have been made available to GGAC or GGAC’s counsel.

(d) The stock transfer and ownership records of the Company contain true, complete and accurate records of the securities ownership as of the date of such records and the transfers involving the capital stock and other securities of the Company since the time of the Company’s incorporation. Copies of such records of the Company have been made available to GGAC or GGAC’s counsel.

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2.2 Subsidiaries.

(a) The Company has no direct or indirect subsidiaries or participations in joint ventures or other entities other than those listed in Section 2.2(a) of the Company Schedule (the “Subsidiaries”). Except for the equity interests held by the Controlling Persons in the Subsidiaries as set forth in Section 2.2(a) of the Company Schedule, which they shall cease to own at or prior to the Closing in accordance with Section 5.15 hereof, the Company owns all of the outstanding equity securities of the Subsidiaries, free and clear of all Liens. Except for the Subsidiaries, the Company does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or has any agreement or commitment to purchase any such interest, and has not agreed and is not obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

(b) Each Subsidiary is a limited liability company and is duly organized or formed, validly existing and in good standing under the laws of Brazil (as listed in Section 2.2(b) of the Company Schedule) and has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each Subsidiary is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and the Subsidiaries taken as a whole. Complete and correct copies of the Charter Documents of each Subsidiary, as amended and currently in effect, have been heretofore delivered to GGAC or GGAC’s counsel. No Subsidiary is in violation of any of the provisions of its Charter Documents.

(c) Each Subsidiary is duly qualified or licensed to do business as a foreign limited liability company and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and the Subsidiaries taken as a whole. Each jurisdiction in which each Subsidiary is so qualified or licensed is listed in Section 2.2(c) of the Company Schedule.

(d) The minute books of each Subsidiary contain true, complete and accurate Corporate Records since the time of such Subsidiary’s formation. Copies of such records of have been made available to GGAC or GGAC’s counsel.

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2.3 Capitalization.

(a) As of the date hereof the Controlling Person Affiliates are, and as of the Closing Date, the Controlling Persons and the Optionholders, after the exercise of the Company Options, will be, the direct owners of one hundred percent (100%) of the capital stock of the Company. All of the Company Ordinary Shares that are outstanding as of the date hereof are, and all of the Company Ordinary Shares that will be outstanding as of the Closing Date will be, validly issued, fully paid and nonassessable and free of preemptive rights or rights of first refusal created by statute, the Company’s Charter Documents or any agreement to which the Company is a party or by which it is bound, and free and clear of all Liens, except as set forth on Section 2.3(a) of the Company Schedule. Other than Company Ordinary Shares, the Company has no class or series of securities authorized by its Charter Documents. Section 2.3(a) of the Company Schedule contains a true and complete list of all of the shareholders of the Company, the number of Company Ordinary Shares owned by each shareholder and each shareholder’s state, country or province of residence. Except as set forth in Section 2.3(a) of the Company Schedule, the Company has no outstanding options to purchase Company Ordinary Shares (“Company Options”). The Optionholders are the direct owners of one hundred percent (100%) of the Company Options. Other than Company Options, the Company has no outstanding warrants or other rights or derivative securities to purchase Company Ordinary Shares. Section 2.3(a) of the Company Schedule contains a true and complete list of all of the holders of Company Options, a description of the material terms of each Company Option, the number of Company Ordinary Shares issuable upon exercise of each Company Option and the state, country or province of residence of each holder of Company Options. All Company Ordinary Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 2.3(a) of the Company Schedule, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option as a result of the Contributions. All outstanding Company Ordinary Shares and Company Options have been issued and granted in compliance with (x) all applicable securities laws and (in all material respects) other applicable laws and regulations, and (y) all requirements set forth in any applicable Material Company Contracts (as defined in Section 2.19 hereof). The Company has made available to GGAC or GGAC’s counsel true and accurate copies of the forms of documents used for the issuance of Company Options.

(b) Except as described in Section 2.3(a) hereof, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any share capital, partnership interests or similar ownership interests of the Company or obligating the Company to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement.

(c) There are no registration rights, and there is no voting trust, proxy, rights plan, antitakeover plan or other agreement or understanding to which the Company is a party or by which the Company is bound with respect to any equity security of any class of the Company.

(d) No outstanding Company Ordinary Shares are unvested or subjected to a repurchase option, risk of forfeiture or other condition under any applicable agreement with the Company.

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(e) Except as described in Section 2.3(a) hereof, no shares, warrants, options or other securities of the Company are issuable and no rights in connection with any shares, warrants, options or other securities of the Company accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise) as a result of the consummation of the transactions contemplated hereby.

(f) The authorized and outstanding share capital, membership interests or similar equity securities of each Subsidiary are set forth in Section 2.3(f) of the Company Schedule. Except as set forth in Section 2.3(f) of the Company Schedule, the Company owns all of the outstanding equity securities of each Subsidiary, free and clear of all Liens, either directly or indirectly through one or more other Subsidiaries. There are no outstanding options, warrants or other rights to purchase securities of any Subsidiary.

2.4 Authority Relative to this Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company (including the approval by its board of directors and shareholders). The General Shareholders Meeting described in Section 5.27 hereof is sufficient to constitute shareholder approval of the matters set forth in Section 5.27 hereof, which constitute all of the matters requiring approval of the Company’s shareholders in connection with the Contributions and the other transactions contemplated by this Agreement. No other corporate proceedings on the part of the Company or its shareholders are necessary to authorize this Agreement or to consummate the transactions contemplated hereby pursuant to applicable law and the terms and conditions of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

2.5 No Conflict; Required Filings and Consents. Except as set forth in Section 2.5 of the Company Schedule:

(a) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company shall not, (i) conflict with or violate the Company’s Charter Documents, (ii) conflict with or violate any Legal Requirements, (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of the Company pursuant to, any Company Contracts, or (iv) result in the triggering, acceleration or increase of any payment to any Person pursuant to any Company Contract, including any “change in control” or similar provision of any Company Contract, except, with respect to clauses (ii), (iii) or (iv), for any such conflicts, violations, breaches, defaults, triggerings, accelerations, increases or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on the Company.

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(b) The execution and delivery of this Agreement by the Company does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or other third party (including, without limitation, lenders and lessors), except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act or Blue Sky Laws, and the rules and regulations thereunder, and appropriate documents received from or filed with the relevant authorities of other jurisdictions in which the Company is licensed or qualified to do business, (ii) for the consents, approvals, authorizations and permits described in Section 2.5 of the Company Schedule, and (iii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or prevent consummation of the Contributions or otherwise prevent the parties hereto from performing their respective obligations under this Agreement.

2.6 Compliance. The Company has complied during the immediately preceding three years with and is not in violation of any Legal Requirements with respect to the conduct of its business, or the ownership or operation of its business, except for failures to comply or violations which, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect on the Company. The businesses and activities of the Company have not been and are not being conducted in violation of any Legal Requirements. The Company is not in default or violation of any term, condition or provision of any applicable Charter Documents. During the immediately preceding three years, no written notice of non-compliance with any Legal Requirements has been received by the Company (and the Company has no knowledge of any such notice delivered to any other Person) except for failures to comply or violations which, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect on the Company. The Company is not in violation of any term of any Material Company Contract, except for failures to comply or violations which, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect on the Company.

2.7 Financial Statements; Internal Controls.

(a) The Company has provided to GGAC a correct and complete copy of the audited consolidated financial statements (including any related notes thereto) of the Company for the fiscal years ended on December 31, 2014, 2013 and 2012 (the “Audited Financial Statements”). The Audited Financial Statements were prepared in accordance with Brazilian GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and each fairly presents in all material respects the financial position of the Company at the respective dates thereof and the results of its operations and cash flows for the periods indicated.

(b) The books of account and other similar books and records of the Company have been maintained in accordance with good business practice, are complete and correct in all material respects and there have been no material transactions that are required to be set forth therein and which have not been so set forth.

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(c) Except as otherwise noted in the Audited Financial Statements, the accounts and notes receivable of the Company reflected on the balance sheets included in the Audited Financial Statements: (i) arose from bona fide sales transactions in the ordinary course of business and are payable on ordinary trade terms, (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting creditors’ rights generally, and by general equitable principles, (iii) are not subject to any valid set-off or counterclaim except to the extent set forth in such balance sheet contained therein other than possible back charges which to the Company’s knowledge do not exist at this time, which back charges, to the Company’s knowledge, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect upon the Company and its Subsidiaries taken as a whole, (iv) are collectible in the ordinary course of business consistent with past practice in the aggregate recorded amounts thereof, net of any applicable reserve reflected in such balance sheet referenced above, and (v) are not the subject of any actions or proceedings brought by or on behalf of the Company.

2.8 No Undisclosed Liabilities. The Company and its Subsidiaries have no liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to financial statements that are, individually or in the aggregate, material to the business, results of operations or financial condition of the Company and its Subsidiaries, except: (i) liabilities provided for in, reserved against or otherwise disclosed in the latest balance sheet included in the Audited Financial Statements, (ii) such liabilities arising in the ordinary course of the Company’s business since December 31, 2014, none of which, individually or in the aggregate, would have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or (iii) liabilities incurred in connection with the transactions contemplated by this Agreement. The Company is not and has not been a party to any securitization transactions or “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the Exchange Act).

2.9 Absence of Certain Changes or Events. Since the date of the latest balance sheet included in the Audited Financial Statements, there has not been: (i) any Material Adverse Effect on the Company and its Subsidiaries taken as a whole, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s stock, or any purchase, redemption or other acquisition by the Company of any of the Company’s capital stock or any other securities of the Company or any options, warrants, calls or rights to acquire any such shares or other securities, (iii) any split, combination or reclassification of any of the Company’s capital stock, (iv) any granting by the Company or its Subsidiaries of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by the Company or any of its Subsidiaries of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by the Company or any of its Subsidiaries of any increase in severance or termination pay or any entry by the Company or any of its Subsidiaries into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving the Company of the nature contemplated hereby, (v) any material change by the Company or any of its Subsidiaries in its accounting methods, principles or practices, (vi) any change in the auditors of the Company, (vii) any issuance of share capital of the Company, (viii) any revaluation by the Company of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of the Company other than in the ordinary course of business, (ix) any incurrence of debt by the Company other than trade debt in the ordinary course of business or (x) any agreement, whether written or oral, to do any of the foregoing.

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2.10 Litigation. Except as disclosed in Section 2.10 of the Company Schedule, there are no material claims, suits, actions or proceedings pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries before any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator that would reasonably be expected to have a Material Adverse Effect upon the Company and its Subsidiaries taken as a whole.

2.11 Employee Benefit Plans.

(a) Section 2.11(a) of the Company Schedule lists all material employee compensation, incentive, fringe or benefit plans, programs, policies, commitments or other arrangements (whether or not set forth in a written document) covering any active or former employee, director or consultant of the Company or any of its Subsidiaries, or any trade or business (whether or not incorporated) which is under common control with the Company or any of its Subsidiaries, with respect to which the Company has liability (individually, a “Plan,” and, collectively, the “Plans”). All Plans have been maintained and administered in all material respects in compliance with their respective terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Plans, and all liabilities with respect to the Plans have been properly reflected in the financial statements and records of the Company or any of its Subsidiaries. No suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of Plan activities) has been brought, or, to the knowledge of the Company, is threatened, against or with respect to any Plan. There are no audits, inquiries or proceedings pending or, to the knowledge of the Company, threatened by any governmental agency with respect to any Plan. All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Plans have been timely made or accrued. Neither the Company nor any of its Subsidiaries has any plan or commitment to establish any new Plan, to modify any Plan (except to the extent required by law or to conform any such Plan to the requirements of any applicable law, in each case as previously disclosed to GGAC in writing, or as required by this Agreement), or to enter into any new Plan. Except as disclosed in Section 2.11(a) of the Company Schedule, each Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Company or any of its Subsidiaries (other than ordinary administration expenses and expenses for benefits accrued but not yet paid).

(b) Except as disclosed in Section 2.11(b) of the Company Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any shareholder, director or employee of the Company and its Subsidiaries under any Plan or otherwise, (ii) materially increase any benefits otherwise payable under any Plan, or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

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2.12 Labor Matters.

(a) Except as set forth on Section 2.12(a) of the Company Schedule, the Company and its Subsidiaries are not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company and its Subsidiaries nor, to the Company’s knowledge, are there any activities or proceedings of any labor union to organize any such employees. Except as would not be reasonably expected to have a Material Adverse Effect upon the Company and its Subsidiaries taken as a whole, there are no pending grievance or similar proceedings involving the Company or its Subsidiaries or any of its employees subject to a collective bargaining agreement or other labor union contract and there are no continuing obligations of the Company or its Subsidiaries pursuant to the resolution of any such proceeding that is no longer pending.

(b) (i) Each employee and consultant of the Company and its Subsidiaries is terminable “at will” subject to applicable notice periods as set forth by law or in an employment agreement, but in any event not more than ninety (90) days, and (ii) except as set forth on Section 2.12(b) of the Company Schedule, there are no agreements or understandings between the Company or its Subsidiaries and any of their employees or consultants that their employment or services will be for any particular period. The Company has no knowledge that any of its officers or key employees intends to terminate his or her employment with the Company or any of its Subsidiaries. The Company and its Subsidiaries are in compliance in all material respects and, to the Company’s knowledge, each of the Company’s and its Subsidiaries’ employees and consultants is in compliance in all material respects, with the terms of the respective employment and consulting agreements between the Company or its Subsidiaries and such individuals. There are not, and there have not been, any oral or informal arrangements, commitments or promises between the Company or its Subsidiaries and any employees or consultants of the Company or its Subsidiaries that have not been documented as part of the formal written agreements between any such individuals and the Company or its Subsidiaries that have been made available to GGAC.

(c) The Company and its Subsidiaries are in compliance in all material respects with all Legal Requirements applicable to its employees respecting employment, employment practices, terms and conditions of employment and wages and hours. The Company’s and its Subsidiaries’ obligations to provide statutory severance pay to their employees are fully funded or accrued on the Audited Financial Statements and the Company has no knowledge of any circumstance that could give rise to any valid claim by a current or former employee for compensation on termination of employment (beyond the statutory severance pay to which employees are entitled). All amounts that the Company is legally or contractually required either (x) to deduct from its employees’ salaries or to transfer to such employees’ pension or life insurance, incapacity insurance, continuing education fund or other similar funds or (y) to withhold from its employees’ salaries and benefits and to pay to any Governmental Entity as required by applicable Legal Requirements have, in each case, been duly deducted, transferred, withheld and paid, and the Company and its Subsidiaries do not have any outstanding obligation to make any such deduction, transfer, withholding or payment. Except as set forth in Section 2.12(c) of the Company Schedule, there are no pending, or to the Company’s knowledge, threatened or reasonably anticipated claims or actions against the Company or any of its Subsidiaries by any employee in connection with such employee’s employment or termination of employment by the Company or any of its Subsidiaries.

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(d) No employee or former employee of the Company or any of its Subsidiaries is owed any wages, benefits or other compensation for past services (other than wages, benefits and compensation accrued in the ordinary course of business during the current pay period and any accrued benefits for services, which by their terms or under applicable law, are payable in the future, such as accrued vacation, recreation leave and severance pay).

2.13 Restrictions on Business Activities. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or its Subsidiaries or their assets or to which the Company or its Subsidiaries is a party which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or its Subsidiaries, any acquisition of property by the Company or its Subsidiaries or the conduct of business by the Company or its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have not had and could not reasonably be expected to have a Material Adverse Effect on the Company or its Subsidiaries taken as a whole.

2.14 Title to Property.

(a) The Company and its Subsidiaries do not own any real property.

(b) All leases of real property held by the Company and its Subsidiaries, and all personal property and other property and assets of the Company and its Subsidiaries owned, used or held for use in connection with the business of the Company and its Subsidiaries (the “Personal Property”) are shown or reflected on the balance sheet included in the Audited Financial Statements, to the extent required by Brazilian GAAP, as of the dates of such Audited Financial Statements, other than those entered into or acquired on or after the date of the Audited Financial Statements in the ordinary course of business. Section 2.14(c) of the Company Schedule contains a list of all leases of real property and Personal Property held by the Company and its Subsidiaries (other than leases of vehicles, office equipment, or operating equipment made in the ordinary course of business). The Company and its Subsidiaries have good and marketable title to the Personal Property owned respectively by each such entity, and all such Personal Property is in each case held free and clear of all Liens, except for Liens disclosed in the Audited Financial Statements, none of which Liens is reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on such property or on the present or contemplated use of such property in the businesses of the Company or any of its Subsidiaries.

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(c) All leases pursuant to which the Company and/or its Subsidiaries lease from others material real property or Personal Property are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default of the Company or its Subsidiaries or, to the Company’s knowledge, any other party (or any event which with notice or lapse of time, or both, would constitute a material default), except where the lack of such validity and effectiveness or the existence of such default or event of default could not reasonably be expected to have a Material Adverse Effect on the Company or its Subsidiaries taken as a whole.

(d) The Company and its Subsidiaries are in possession of, or have valid and effective rights to, all properties, assets and rights required, in all material respects for the effective conduct of their business, as they are currently operated, in the ordinary course.

2.15 Taxes.

(a) Tax Definitions. As used in this Agreement, (i) the term “Tax” (including, with correlative meaning, the terms “Taxes” and “Taxable”) includes all federal, state, local and foreign income, profits, franchise, gross receipts, customs duty, stamp, payroll, sales, employment, occupation, ad valorem, transfer, recapture, unemployment, disability, use, property, withholding, excise, production, value added, occupancy and other taxes, duties or assessments of any nature whatsoever, together will all interest, penalties and additions, and (ii) the term “Tax Return” includes all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) required to be supplied to a Tax authority relating to Taxes.

(b) Tax Returns and Audits. Except as set forth in Section 2.15 of the Company Schedule:

(i) The Company and its Subsidiaries have timely filed all Tax Returns required to be filed by the Company or its Subsidiaries with any Tax authority prior to the date hereof, except such Tax Returns that are not material to the Company or its Subsidiaries. All such Tax Returns are true, correct and complete in all material respects. The Company and its Subsidiaries have paid all Taxes shown to be due and payable on such Tax Returns.

(ii) All Taxes that the Company and its Subsidiaries are required by law to withhold or collect have been duly withheld or collected, and have been timely paid over to the proper governmental authorities to the extent due and payable.

(iii) The Company and its Subsidiaries have not been delinquent in the payment of any material Tax nor is there any material Tax deficiency outstanding, proposed or assessed against the Company or its Subsidiaries, nor have the Company or its Subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. The Company and its Subsidiaries have complied with all Legal Requirements with respect to payments made to third parties and the withholding of any payment of withheld Taxes and has timely withheld from employee wages and other payments and timely paid over in full to the proper taxing authorities all amounts required to be so withheld and paid over for all periods.

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(iv) To the knowledge of the Company, no audit or other examination of any Tax Return of the Company and its Subsidiaries by any Tax authority is presently in progress, nor has the Company or any Subsidiary been notified of any request for such an audit or other examination.

(v) No adjustment relating to any Tax Returns filed by the Company or any Subsidiary has been proposed in writing, formally or informally, by any Tax authority to the Company or any Subsidiary or any representative thereof.

vi) The Company and its Subsidiaries have no liability for any unpaid Taxes which have not been accrued for or reserved on the Company’s balance sheets included in the Audited Financial Statements, whether asserted or unasserted, contingent or otherwise, other than any liability for unpaid Taxes that may have accrued since the end of the most recent fiscal year in connection with the operation of the business of the Company in the ordinary course of business.

2.16 Environmental Matters.

(a) Except for such matters that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect upon the Company and its Subsidiaries taken as a whole: (i) the Company and/or its Subsidiaries have complied with all applicable Environmental Laws (as defined below); (ii) the properties currently operated or being constructed by the Company or its Subsidiaries (including soils, groundwater, surface water, air, buildings or other structures), including properties owned or leased by third parties upon which the Company and/or its Subsidiaries have performed or are performing services or other operations, are not contaminated with any Hazardous Substances (as defined below) as a result of the actions or omissions of the Company and its Subsidiaries; (iii) the properties formerly owned, operated or constructed by the Company and/or its Subsidiaries, including properties owned or leased by third parties upon which the Company and/or its Subsidiaries performed services or other operations, were not contaminated with Hazardous Substances by the Company and/or its Subsidiaries during the period of ownership, operation or construction by the Company or its Subsidiaries; (iv) to the Company’s knowledge, the Company and/or its Subsidiaries are not subject to liability for any Hazardous Substance disposal or contamination on any third party or public property (whether above, on or below ground or in the atmosphere or water); (vi) neither the Company nor its Subsidiaries have received any notice, demand, letter, claim or request for information alleging that the Company and/or its Subsidiaries may be in violation of or liable under any Environmental Law; and (vii) the Company and/or its Subsidiaries are not subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances.

(b) As used in this Agreement, the term “Environmental Law” means any applicable law, regulation, order, decree, permit, authorization, common law or agency requirement relating to: (A) the protection, investigation or restoration of the environment, health and safety, or natural resources; (B) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to human health or the environment.

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(c) As used in this Agreement, the term “Hazardous Substance” means any substance that is: (i) listed, classified or regulated pursuant to any Environmental Law; (ii) any petroleum product or by-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive materials or radon; (iii) explosive or (iv) any other substance which is the subject of regulatory action by any Governmental Entity pursuant to any Environmental Law.

(d) There have been no environmental studies and investigations completed within the last five (5) years or that are in process commissioned by the Company and/or its Subsidiaries, including to the knowledge of the Company all phase reports.

2.17 Brokers; Third Party Expenses. Except as set forth in Section 2.17 of the Company Schedule, the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage fees, investment banking fees, finders’ fees, agent’s commissions or any similar charges in connection with this Agreement or any transactions contemplated hereby, and neither the Company nor any of its Subsidiaries has entered into any arrangements that would obligate the Company or any of its Affiliates to issue any shares, options, warrants or other securities to any third party as a result of this Agreement.

2.18 Intellectual Property.

(a) Section 2.18(a) of the Company Schedule contains a description of all material Company Intellectual Property. For the purposes of this Agreement, the following terms have the following definitions:

(i) “Intellectual Property” shall mean any or all of the following and all worldwide common law and statutory rights in, arising out of, or associated therewith: (i) patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof (“Patents”); (ii) inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know how, technology, technical data and customer lists, and all documentation relating to any of the foregoing; (iii) copyrights, copyrights registrations and applications therefor, and all other rights corresponding thereto throughout the world (“Copyrights”); (iv) software and software programs; (v) domain names, uniform resource locators and other names and locators associated with the Internet; (vi) industrial designs and any registrations and applications therefor; (vii) trade names, logos, common law trademarks and service marks, trademark and service mark registrations and applications therefor (collectively, “Trademarks”); (viii) all databases and data collections and all rights therein; (ix) all moral and economic rights of authors and inventors, however denominated; and (x) any similar or equivalent rights to any of the foregoing (as applicable).

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(ii) “Company Intellectual Property” shall mean any Intellectual Property that is owned by, or exclusively licensed to, the Company or any of its Subsidiaries, including software and software programs developed by or exclusively licensed to the Company or any of its Subsidiaries (specifically excluding any off the shelf or shrink-wrap software).

(iii) “Registered Intellectual Property” means all Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued, filed with, or recorded by any government or other legal authority.

(iv) “Company Registered Intellectual Property” means all of the Registered Intellectual Property owned by, or filed in the name of, the Company or any of its Subsidiaries.

(v) “Company Products” means all current versions of products or service offerings of the Company or any of its Subsidiaries.

(b) The Company and its Subsidiaries own or have enforceable rights to use all Intellectual Property required for the conduct of their respective business as presently conducted. No Company Intellectual Property or Company Product is subject to any material proceeding or outstanding decree, order, judgment, contract, license, agreement or stipulation restricting in any manner the use, transfer or licensing thereof by the Company or any of its Subsidiaries, or which may affect the validity, use or enforceability of such Company Intellectual Property or Company Product, which in any such case could reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries taken as a whole.

(c) Section 2.18(c) of the Company Schedule lists all Company Intellectual Property owned by each of the Company and its Subsidiaries free and clear of any Liens (excluding non-exclusive licenses and related restrictions granted by it in the ordinary course of business), and regarding which a transfer to Colombo Franchising Ltda. has been filed prior to the date hereof, such transfer to be cancelled prior to Closing, according to Section 5.29 below. The Company and its Subsidiaries are the exclusive owner of all material registered Trademarks and Copyrights used in connection with the operation or conduct of the business of the Company and its Subsidiaries including the sale of any products or the provision of any services by the Company and its Subsidiaries.

(d) The operation of the business of the Company and its Subsidiaries as such business currently is conducted, including the Company’s and its Subsidiaries’ use of any product, device or process, does not infringe or misappropriate the Intellectual Property of any third party or constitute unfair competition or trade practices under the laws of any jurisdiction and the Company and its Subsidiaries have not received any claims or threats in writing from third parties alleging any such infringement, misappropriation or unfair competition or trade practices.

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2.19 Agreements, Contracts and Commitments.

(a) Section 2.19 of the Company Schedule sets forth a complete and accurate list of all Material Company Contracts (as hereinafter defined), specifying the parties thereto. For purposes of this Agreement, (i) the term “Company Contracts” shall mean all written contracts, agreements, leases, mortgages, indentures, notes, bonds, licenses, permits, franchises, purchase orders, sales orders, and other understandings, commitments and obligations of any kind to which the Company or any of its Subsidiaries is a party or by or to which any of the properties or assets of the Company or any of its Subsidiaries may be bound, subject or affected (including without limitation notes or other instruments payable to the Company or any of its Subsidiaries) and (ii) the term “Material Company Contracts” shall mean (x) each Company Contract (A) that would be required to be included as an exhibit to a registration statement with the SEC if the Company had a class of equity securities registered under Section 12(b) or 12(g) of the Exchange Act, (B) providing for payments (present or future) to the Company or any of its Subsidiaries in excess of $2,000,000 in the aggregate in any twelve month period or (C) under or in respect of which the Company or any of its Subsidiaries presently have any liability or obligation of any nature whatsoever in excess of $2,000,000, (y) each Company Contract that otherwise is material to the businesses, operations, assets or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole, and (z) the limitations of subclause (x) and subclause (y) notwithstanding, each of the following Company Contracts:

(i) any mortgage, indenture, note, installment obligation or other instrument, agreement or arrangement for or relating to any borrowing of money by or from the Company or any of its Subsidiaries and by or to any officer, director, shareholder or holder of derivative securities of the Company or any of its Subsidiaries (“Insider”);

(ii) any mortgage, indenture, note, installment obligation or other instrument, agreement or arrangement for or relating to any borrowing of money from an Insider by the Company;

(iii) any guaranty, direct or indirect, by the Company, a Subsidiary or any Insider of the Company of any obligation for borrowings in excess of $3,000,000, or otherwise, excluding endorsements made for collection in the ordinary course of business;

(iv) any Company Contract of employment with executive management;

(v) any Company Contract made other than in the ordinary course of business or (x) providing for the grant of any preferential rights to purchase or lease any asset of the Company or any of its Subsidiaries or (y) providing for any right (exclusive or non-exclusive) to sell or distribute, or otherwise relating to the sale or distribution of, any product or service of the Company or any of its Subsidiaries;

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(vi) any obligation to register any shares of the capital stock or other securities of the Company or any of its Subsidiaries with any Governmental Entity;

(vii) any Company Contract containing an outstanding obligation to make payments, contingent or otherwise, arising out of the prior acquisition of the business, assets or stock of other Persons;

(viii) any collective bargaining agreement with any labor union;

(ix) any lease or similar arrangement for the use by the Company or any of its Subsidiaries of real property or Personal Property where the annual lease payments are greater than $100,000 (other than any lease of vehicles, office equipment or operating equipment made in the ordinary course of business); and

(x) any Company Contract to which any Insider of the Company or any of its Subsidiaries, or any entity owned or controlled by an Insider, is a party.

(b) Each Material Company Contract was entered into at arms’ length and in the ordinary course, is in full force and effect and, to the Company’s knowledge, is valid and binding upon and enforceable against each of the parties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. To the Company’s knowledge, no other party to a Material Company Contract is the subject of a bankruptcy or insolvency proceeding. Except as set forth in Section 2.19(b) of the Company Schedule, true, correct and complete copies of all Material Company Contracts have been made available to GGAC or GGAC’s counsel.

(c) To the best of the Company’s knowledge, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any Material Company Contract, and no party to any Material Company Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. Each Material Company Contract that has not expired by its terms is in full force and effect.

2.20 Insurance. Section 2.20 of the Company Schedule sets forth the Company’s and its Subsidiaries’ insurance policies and fidelity and surety bonds covering the assets, business, equipment, properties, operations, employees, officers and directors (collectively, “Insurance Policies”).

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2.21 Governmental Actions/Filings.

(a) The Company and its Subsidiaries have been granted and hold, and have made, all Governmental Actions/Filings (as defined below) necessary to the conduct by the Company and its Subsidiaries of their business (as presently conducted and as presently proposed to be conducted) or used or held for use by the Company and its Subsidiaries except for any thereof that if not granted, held or made, would not have, individually or in the aggregate, a Material Adverse Effect upon the Company and its Subsidiaries taken as a whole. To the Company’s knowledge, each such Governmental Action/Filing is in full force and effect and will be renewed in the ordinary course of the Company’s business and the Company and its Subsidiaries are in substantial compliance with all of their obligations with respect thereto. No event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company or any of its Subsidiaries taken as a whole. No Governmental Action/Filing is necessary to be obtained, secured or made by the Company or any of its Subsidiaries to enable any of them to continue to conduct its business and operations and use its properties after the Closing in a manner that is consistent with current practice except for any of such that, if not obtained, secured or made, would not, either individually or in the aggregate, have a Material Adverse Effect upon the Company or any of its Subsidiaries taken as a whole.

(b) For purposes of this Agreement, the term “Governmental Action/Filing” shall mean any franchise, license, certificate of compliance, authorization, consent, order, permit, approval, consent or other action of, or any filing, registration or qualification with, any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authority.

2.22 Interested Party Transactions. No employee, officer, director or shareholder of the Company or any of its Subsidiaries or a member of his or her immediate family is indebted to the Company or any of its Subsidiaries, nor is the Company or any of its Subsidiaries indebted (or committed to make loans or extend or guarantee credit) to any of such Persons, other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company or any of its Subsidiaries, and (iii) for other employee benefits made generally available to all employees. Except as set forth in Section 2.22 of the Company Schedule, the Company and its Subsidiaries are not indebted to any employee, officer, director or shareholder of the Company. To the Company’s knowledge, none of such individuals has any direct or indirect ownership interest in any Person with whom the Company or any of its Subsidiaries is affiliated or with whom the Company or any of its Subsidiaries has a contractual relationship, or in any Person that competes with the Company or any of its Subsidiaries, except that each employee, shareholder, officer or director of the Company or any of its Subsidiaries and members of their respective immediate families may own less than 5% of the outstanding stock in publicly traded companies that may compete with the Company or any of its Subsidiaries. Except as set forth in Section 2.22 of the Company Schedule, to the knowledge of the Company, no officer, director or shareholder or any member of their immediate families is, directly or indirectly, interested in any Material Company Contract with the Company or any of its Subsidiaries (other than such contracts as relate to any such Person’s ownership of capital stock or other securities of the Company or such Person’s employment with the Company or any of its Subsidiaries).

2.23 Antitrust Filing. The execution and delivery of this Agreement and the consummation of the transaction contemplated hereby do not require any consent or approval of, or any notice to or other filing with, the Brazilian Antitrust Authority (“CADE”), as the Company and its economic group do not achieve the BRL750,000,000.00 turnover threshold established in Law 12.529/2011, as amended by the MF/MJ Joint Ordinance No. 994/12.

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2.24 No Illegal or Improper Transactions. Since January 1, 2012, neither the Company nor any of its Subsidiaries nor any officer, director, employee, agent or Affiliate of the Company or its Subsidiaries acting on its behalf has offered, paid or agreed to pay to any person or entity (including any governmental official) or solicited, received or agreed to receive from any such person or entity, directly or indirectly, any money or anything of value for the purpose or with the intent of (a) obtaining or maintaining business for the Company or any of its Subsidiaries, (b) facilitating the purchase or sale of any product or service, or (c) avoiding the imposition of any fine or penalty, in any manner which is in violation of any applicable ordinance, regulation or law, the effect of which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries, taken as a whole. To the Company’s knowledge, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable law. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any officer, employee, contractor, subcontractor or agent of the Company or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).

2.25 Survival of Representations and Warranties. The representations and warranties of the Company, the Controlling Persons and the Optionholders set forth in this Agreement shall survive the Closing as set forth in Section 7.4(a) hereof.

Article III
REPRESENTATIONS AND WARRANTIES OF GGAC

Subject to the exceptions set forth in Schedule 3 attached hereto (the “GGAC Schedule”), GGAC represents and warrants to the Company, the Controlling Persons and the Optionholders, as follows:

3.1 Organization and Qualification.

(a) GGAC is a company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being or currently planned by GGAC to be conducted. GGAC is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being or currently planned by GGAC to be conducted, except where the failure to have such Approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on GGAC. Complete and correct copies of the Charter Documents of GGAC, as amended and currently in effect, have been heretofore delivered to the Company and the Controlling Persons. GGAC is not in violation of any of the provisions of GGAC’s Charter Documents.

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(b) GGAC is qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing could not reasonably be expected to have a Material Adverse Effect on GGAC.

3.2 Subsidiaries and Other Interests.

(a) GGAC has no subsidiaries and does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and GGAC has not agreed and is not obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

(b) GGAC does not own directly or indirectly any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity (other than investments in short term investment securities).

3.3 Capitalization.

(a) As of the date of this Agreement, the authorized capital stock of GGAC consists of 120,000,000 GGAC Ordinary Shares and 1,000,000 preferred shares, par value $0.0001 per share (“GGAC Preferred Shares”), of which 18,602,813 GGAC Ordinary Shares and no GGAC Preferred Shares are issued and outstanding. Except as set forth in Section 3.3(a) of the GGAC Schedule, all of such securities are validly issued, fully paid and nonassessable and free of preemptive rights or rights of first refusal created by statute, the Charter Documents of GGAC or any agreement to which GGAC is a party or by which it is bound, and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof or under applicable federal or state securities or “blue sky” laws. Except as set forth in Section 3.3(a) of the GGAC Schedule, GGAC has no outstanding bonds, debentures, notes or other obligations the holders of which have or upon the happening of certain events would have the right to vote (or which are convertible into or exercisable or exchangeable for securities having the right to vote) with the shareholders of GGAC on any matter.

(b) Except as set forth in Section 3.3(b) of the GGAC Schedule, there are no (i) existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements, stock appreciation rights or similar derivative securities or instruments or commitments which obligate GGAC to issue, transfer or sell any shares of GGAC capital stock or make any payments in lieu thereof, (ii) agreements or understandings to which GGAC is a party with respect to the voting of any shares of GGAC capital stock or which restrict the transfer of any such shares, nor does GGAC have knowledge of any such agreements or understandings with respect to the voting of any such shares or which restrict the transfer of any such shares, (iii) outstanding contractual obligations of GGAC to repurchase, redeem or otherwise acquire any shares of GGAC capital stock or any other securities of GGAC, (iv) outstanding options to purchase GGAC Ordinary Shares or GGAC Preferred Shares granted to employees of GGAC or other parties, (v) outstanding warrants to purchase GGAC Ordinary Shares or GGAC Preferred Shares or (vi) outstanding notes, debentures or securities convertible into GGAC Ordinary Shares or GGAC Preferred Shares. All GGAC Ordinary Shares and GGAC Preferred Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. All outstanding securities of GGAC have been issued and granted in compliance with (x) all applicable securities laws and (in all material respects) other applicable laws and regulations, and (y) all requirements set forth in any applicable GGAC Contracts (as defined in Section 3.19 hereof).

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(c) Except as set forth in Section 3.3(c) of the GGAC Schedule, there are no registrations rights, and there is no voting trust, proxy, rights plan, antitakeover plan or other agreements or understandings to which GGAC is a party or by which GGAC is bound with respect to any security of any class of GGAC.

(d) Except for the Share Consideration and the Option Consideration and as set forth in Section 3.3(d) of the GGAC Schedule, as a result of the consummation of the transactions contemplated hereby, no shares of capital stock, warrants, options or other securities of GGAC are issuable and no rights in connection with any shares, warrants, options or other securities of GGAC accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).

(e) All GGAC Ordinary Shares to be issued in connection with the transactions contemplated hereby, when issued in accordance with the terms hereof, shall be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights or any Liens.

3.4 Authority Relative to this Agreement. GGAC has full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that GGAC has executed or delivered or is to execute or deliver pursuant to this Agreement, and (ii) carry out GGAC’s obligations hereunder and thereunder and, to consummate the transactions contemplated hereby. Other than the GGAC Shareholder Approval (as defined in Section 5.1(b) hereof), the execution and delivery of this Agreement by GGAC and the consummation by GGAC of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of GGAC (including the approval by its board of directors), and no other corporate proceedings on the part of GGAC are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by GGAC and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of GGAC, enforceable against GGAC in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

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3.5 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by GGAC does not, and the performance of this Agreement by GGAC shall not: (i) conflict with or violate GGAC’s Charter Documents, (ii) conflict with or violate any Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair GGAC’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of GGAC pursuant to, any GGAC Contracts, except, with respect to clauses (ii) or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on GGAC.

(b) The execution and delivery of this Agreement by GGAC does not, and the performance of it hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which GGAC is qualified to do business, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on GGAC, or prevent consummation of the Contributions or otherwise prevent the parties hereto from performing their respective obligations under this Agreement.

3.6 Compliance. GGAC has complied with, and is not in violation of, any Legal Requirements with respect to the conduct of its business, or the ownership or operation of its business, except for failures to comply or violations which, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect on GGAC. The business and activities of GGAC have not been and are not being conducted in violation of any Legal Requirements. GGAC is not in default or violation of any term, condition or provision of any applicable Charter Documents. No written notice of non-compliance with any Legal Requirements has been received by GGAC.

3.7 SEC Filings; Financial Statements; Internal Controls.

(a) GGAC has made available to the Company a correct and complete copy of each report and registration statement filed by GGAC with the SEC (the “GGAC SEC Reports”), which are all the forms, reports and documents required to be filed by GGAC with the SEC prior to the date of this Agreement. All GGAC SEC Reports required to be filed by GGAC prior to the date of this Agreement were filed in a timely manner. As of their respective dates the GGAC SEC Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such GGAC SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, GGAC makes no representation or warranty whatsoever concerning any GGAC SEC Report as of any time other than the date or period with respect to which it was filed. The certifications and statements required by (A) Rule 13a-14 under the Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act) relating to the GGAC SEC Documents are accurate and complete and comply as to form and content with all applicable laws or rules of applicable governmental and regulatory authorities in all material respects.

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(b) Except as set forth in Section 3.7(b) of the GGAC Schedule, each set of financial statements (including, in each case, any related notes thereto) contained in GGAC SEC Reports, including each GGAC SEC Report filed after the date hereof until the Closing, complied or will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents or will fairly present in all material respects the financial position of GGAC at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were, are or will be subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on GGAC taken as a whole.

(c) GGAC maintains disclosure controls and procedures that satisfy the requirements of Rule 13a-15 under the Exchange Act, and such disclosure controls and procedures are designed to ensure that all material information concerning GGAC is made known on a timely basis to the individuals responsible for the preparation of GGAC’s filings with the SEC and other public disclosure documents.

(d) To the knowledge of GGAC, GGAC’s auditor has at all required times since the date of enactment of the Sarbanes-Oxley Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act); (ii) “independent” with respect to GGAC within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder.

3.8 No Undisclosed Liabilities. GGAC has no liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the financial statements included in GGAC SEC Reports that are, individually or in the aggregate, material to the business, results of operations or financial condition of GGAC, except (i) liabilities provided for in or otherwise disclosed in GGAC SEC Reports filed prior to the date hereof, and (ii) liabilities incurred since March 31, 2015 in the ordinary course of business, none of which would have a Material Adverse Effect on GGAC. GGAC is not and has not been a party to any securitization transactions or “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the Exchange Act).

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3.9 Absence of Certain Changes or Events. Except as set forth in GGAC SEC Reports filed prior to the date of this Agreement, and except as contemplated by this Agreement, since March 31, 2015, there has not been: (i) any Material Adverse Effect on GGAC, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of GGAC’s capital stock, or any purchase, redemption or other acquisition by GGAC of any of GGAC’s capital stock or any other securities of GGAC or any options, warrants, calls or rights to acquire any such shares or other securities, (iii) any split, combination or reclassification of any of GGAC’s capital stock, (iv) any granting by GGAC of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by GGAC of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by GGAC of any increase in severance or termination pay or any entry by GGAC into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving GGAC of the nature contemplated hereby, (v) any material change by GGAC in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (vi) any change in the auditors of GGAC, (vi) any issuance of capital stock of GGAC, or (vii) any revaluation by GGAC of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of GGAC other than in the ordinary course of business.

3.10 Litigation. There are no claims, suits, actions or proceedings pending or to GGAC’s knowledge, threatened against GGAC, before any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator.

3.11 Employee Benefit Plans. GGAC does not maintain, and has no liability under, any Plan, and neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any shareholder, director or employee of GGAC, or (ii) result in the acceleration of the time of payment or vesting of any such benefits.

3.12 Labor Matters. Except as set forth in Section 3.12 of the GGAC Schedule, GGAC does not have nor has it had any employees since its organization. GGAC is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by GGAC and GGAC does not know of any activities or proceedings of any labor union to organize any such employees.

3.13 Business Activities. Since its organization, GGAC has not conducted any business activities other than activities directed toward the accomplishment of a business combination. Except as set forth in the GGAC Charter Documents, there is no agreement, commitment, judgment, injunction, order or decree binding upon GGAC or to which GGAC is a party which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of GGAC, any acquisition of property by GGAC or the conduct of business by GGAC as currently conducted other than such effects, individually or in the aggregate, which have not had and could not reasonably be expected to have, a Material Adverse Effect on GGAC.

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3.14 Title to Property. GGAC does not own or lease any real property or personal property. Except as set forth in Section 3.14 of the GGAC Schedule, there are no options or other contracts under which GGAC has a right or obligation to acquire or lease any interest in real property or personal property.

3.15 Taxes. Except as set forth in Section 3.15 of the GGAC Schedule:

(a) GGAC has timely filed all Tax Returns required to be filed by GGAC with any Tax authority prior to the date hereof, except such Tax Returns which are not material to GGAC. All such Tax Returns are true, correct and complete in all material respects. GGAC has paid or accrued for in GGAC’s books and records of account all Taxes shown to be due on such Tax Returns.

(b) All Taxes that GGAC is required by law to withhold or collect have been duly withheld or collected, and have been timely paid over to the proper governmental authorities to the extent due and payable.

(c) GGAC has not been delinquent in the payment of any material Tax that has not been accrued for in GGAC’s books and records of account for the period for which such Tax relates nor is there any material Tax deficiency outstanding, proposed or assessed against GGAC, nor has GGAC executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax.

(d) No audit or other examination of any Tax Return of GGAC by any Tax authority is presently in progress, nor has GGAC been notified of any request for such an audit or other examination.

(e) No adjustment relating to any Tax Returns filed by GGAC has been proposed in writing, formally or informally, by any Tax authority to GGAC or any representative thereof.

(f) GGAC has no liability for any material unpaid Taxes which have not been accrued for or reserved on GGAC’s balance sheets included in the audited financial statements for the most recent fiscal year ended, whether asserted or unasserted, contingent or otherwise, which is material to GGAC, other than any liability for unpaid Taxes that may have accrued since the end of the most recent fiscal year in connection with the operation of the business of GGAC in the ordinary course of business, none of which is material to the business, results of operations or financial condition of GGAC.

3.16 Environmental Matters. Except for such matters that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect: (i) GGAC has complied with all applicable Environmental Laws; (ii) GGAC is not subject to liability for any Hazardous Substance disposal or contamination on any third party property; (iii) GGAC has not been associated with any release or threat of release of any Hazardous Substance; (iv) GGAC has not received any notice, demand, letter, claim or request for information alleging that GGAC may be in violation of or liable under any Environmental Law; and (v) GGAC is not subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or subject to any indemnity or other agreement with any third party relating to liability under any Environmental Law or relating to Hazardous Substances.

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3.17 Brokers. Except as set forth in Section 3.17 of the GGAC Schedule, GGAC has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agent’s commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby, and GGAC has not entered into any arrangements that would obligate the GGAC or any of its Affiliates to issue any shares, options, warrants or other securities to any third party as a result of this Agreement.

3.18 Intellectual Property. GGAC does not own, license or otherwise have any right, title or interest in any material Intellectual Property or Registered Intellectual Property except non-exclusive rights to the name “Garnero Group Acquisition Company.”

3.19 Agreements, Contracts and Commitments.

(a) Except as set forth in the GGAC SEC Reports filed prior to the date of this Agreement or as set forth in Section 3.19 of the GGAC Schedule, other than confidentiality and non-disclosure agreements, there are no contracts, agreements, leases, mortgages, indentures, notes, bonds, liens, license, permit, franchise, purchase orders, sales orders or other understandings, commitments or obligations (including without limitation outstanding offers or proposals) of any kind, whether written or oral, to which GGAC is a party or by or to which any of the properties or assets of GGAC may be bound, subject or affected, which either (a) creates or imposes a liability greater than $25,000, or (b) may not be cancelled by GGAC on less than 30 days’ or less prior notice (“GGAC Contracts”). All GGAC Contracts are listed in Section 3.19 of the GGAC Schedule other than those that are exhibits to the GGAC SEC Reports.

(b) Except as set forth in the GGAC SEC Reports filed prior to the date of this Agreement, each GGAC Contract was entered into at arms’ length and in the ordinary course, is in full force and effect and is valid and binding upon and enforceable against each of the parties thereto. True, correct and complete copies of all GGAC Contracts (or written summaries in the case of oral GGAC Contracts) have been heretofore been made available to the Company or Company counsel.

(c) Neither GGAC nor, to the knowledge of GGAC, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any GGAC Contract, and no party to any GGAC Contract has given any written notice of any claim of any such breach, default or event, which, individually or in the aggregate, are reasonably likely to have a Material Adverse Effect on GGAC. Each agreement, contract or commitment to which GGAC is a party or by which it is bound that has not expired by its terms is in full force and effect, except where such failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect on GGAC.

3.20 Insurance. Except for directors’ and officers’ liability insurance, GGAC does not maintain any Insurance Policies.

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3.21 Interested Party Transactions. Except as set forth in the GGAC SEC Reports filed prior to the date of this Agreement: (a) no employee, officer, director or shareholder of GGAC or a member of his or her immediate family is indebted to GGAC nor is GGAC indebted (or committed to make loans or extend or guarantee credit) to any of them, other than reimbursement for reasonable expenses incurred on behalf of GGAC; (b) to GGAC’s knowledge, none of such individuals has any direct or indirect ownership interest in any Person with whom GGAC is affiliated or with whom GGAC has a material contractual relationship, or any Person that competes with GGAC, except that each employee, shareholder, officer or director of GGAC and members of their respective immediate families may own less than 5% of the outstanding stock in publicly traded companies that may compete with GGAC; and (c) to GGAC’s knowledge, no officer, director or shareholder or any member of their immediate families is, directly or indirectly, interested in any material contract with GGAC (other than such contracts as relate to any such individual ownership of capital stock or other securities of GGAC).

3.22 Indebtedness. GGAC has no indebtedness for borrowed money.

3.23 Listing of Securities. GGAC’s securities are listed for trading on The Nasdaq Capital Market (“Nasdaq”). There is no action or proceeding pending or, to GGAC’s knowledge, threatened against GGAC by Nasdaq with respect to any intention by such entity to prohibit or terminate the listing of any of GGAC’s securities on Nasdaq.

3.24 Board Approval. The board of directors of GGAC (including any required committee or subgroup of the board of directors of GGAC) has, as of the date of this Agreement, unanimously (i) declared the advisability of the Contributions and approved this Agreement and the transactions contemplated hereby, (ii) determined that the Contributions are in the best interests of the shareholders of GGAC, and (iii) determined that the fair market value of the Shares is equal to at least 80% of the balance in the Trust Fund (as defined in Section 3.25 hereof).

3.25 Trust Fund. As of the date hereof and at the Closing Date, GGAC has and will have no less than $144,468,755 in a trust account administered by Continental (the “Trust Fund”); provided that a portion of the Trust Fund shall be utilized in accordance with Section 5.19 hereof.

3.26 Governmental Filings. Except as set forth in Section 3.26 of the GGAC Schedule, GGAC has been granted and holds, and has made, all Governmental Actions/Filings necessary to the conduct by GGAC of its business (as presently conducted) or used or held for use by GGAC, and true, complete and correct copies of which have heretofore been delivered to the Company. Each such Governmental Action/Filing is in full force and effect and, except as disclosed in Section 3.26 of the GGAC Schedule, will not expire prior to June 30, 2016, and GGAC is in compliance with all of its obligations with respect thereto. No event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon GGAC.

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3.27 Antitrust Filing. The execution and delivery of this Agreement and the consummation of the transaction contemplated hereby do not require any consent or approval of, or any notice to or other filing with, the Brazilian Antitrust Authority (“CADE”), as GGAC and its economic group do not achieve the BRL750,000,000.00 turnover threshold established in Law 12.529/2011, as amended by the MF/MJ Joint Ordinance No. 994/12.

3.28 Survival of Representations and Warranties. The representations and warranties of GGAC set forth in this Agreement shall survive the Closing as set forth in Section 7.4(a) hereof.

Article IV
CONDUCT PRIOR TO THE EFFECTIVE TIME

4.1 Conduct of Business by the Company, its Subsidiaries and GGAC. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, each of the Company, its Subsidiaries, and GGAC shall, except to the extent that the other party shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations (except where noncompliance would not have a Material Adverse Effect), pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable best efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as required or permitted by the terms of this Agreement, without the prior written consent of the other party (which shall not be unreasonably withheld, delayed or conditioned), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, each of the Company, its Subsidiaries and GGAC shall not do any of the following:

(a) waive any stock repurchase rights, accelerate, amend or change the period of exercisability of options or restricted stock, or reprice options granted under any employee, consultant, director or other stock plans or authorize cash payments in exchange for any options granted under any of such plans,;

(b) grant any severance or termination pay to any officer or employee outside the ordinary course of business except pursuant to applicable law, written agreements outstanding, or policies existing on the date hereof and as previously or concurrently disclosed in writing or made available to the other party, or adopt any new severance plan, or amend or modify or alter in any manner any severance plan, agreement or arrangement existing on the date hereof;

(c) transfer or license to any person or otherwise extend, amend or modify any material rights to any Intellectual Property of the Company, its Subsidiaries or GGAC, as applicable, or enter into grants to transfer or license to any person future patent rights, other than in the ordinary course of business consistent with past practices provided that in no event shall the Company, its Subsidiaries or GGAC license on an exclusive basis or sell any Intellectual Property of the Company, its Subsidiaries or GGAC as applicable;

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(d) declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock;

(e) purchase, redeem or otherwise acquire, directly or indirectly, any shares of capital stock of the Company, its Subsidiaries and GGAC, as applicable;

(f) except as permitted by Section 5.2 hereof, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or any securities convertible into or exchangeable for shares of capital stock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or any securities convertible into or exchangeable for shares of capital stock, or enter into other agreements or commitments of any character obligating it to issue any such shares or convertible or exchangeable securities;

(g) amend its Charter Documents, except for the corporate documents and amendments necessary to effect the Reorganization;

(h) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of GGAC, the Company or its Subsidiaries as applicable, or enter into any joint ventures, strategic partnerships or alliances or other arrangements that provide for exclusivity of territory or otherwise restrict such party’s ability to compete or to offer or sell any products or services. For purposes of this paragraph, “material” includes the requirement that, as a result of such transaction, financial statements of the acquired, merged or consolidated entity be included in the Proxy Statement (as defined in Section 5.1 hereof);

(i) sell, lease, license, encumber or otherwise dispose of any properties or assets, except (A) sales of inventory and property, plant and equipment in the ordinary course of business consistent with past practice, and (B) the sale, lease or disposition (other than through licensing) of property or assets that are not material, individually or in the aggregate, to the business of such party;

(j) except in the ordinary course of business consistent with past practices, incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person or Persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of GGAC, the Company or any of its Subsidiaries, as applicable, enter into any “keep well” or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing;

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(k) except for the GGAC Plan (as defined in Section 5.1 hereof) or any new or amended employment agreements mutually agreed between GGAC, the Company and the applicable employee, adopt or amend any employee benefit plan, policy or arrangement, any employee stock purchase or employee stock option plan, or enter into any employment contract or collective bargaining agreement (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will”), pay any special bonus or special remuneration to any director or employee, or increase the salaries or wage rates or fringe benefits (including rights to severance or indemnification) of its directors, officers, employees or consultants, except in the ordinary course of business consistent with past practices;

(l) pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement) other than the payment, discharge, settlement or satisfaction of claims, obligations or litigations in the ordinary course of business consistent with past practices or in accordance with their terms, or liabilities recognized or disclosed in the Audited Financial Statements or in the most recent financial statements included in the GGAC SEC Reports filed prior to the date of this Agreement, as applicable, or incurred since the date of such financial statements;

(m) waive the benefits of, agree to modify in any manner, terminate, release any person from or knowingly fail to enforce any confidentiality or similar agreement to which the Company or GGAC is a party or of which the Company or GGAC is a beneficiary, as applicable;

(n) except in the ordinary course of business consistent with past practices, modify, amend or terminate any Material Company Contract or GGAC Contract, as applicable, or waive, delay the exercise of, release or assign any material rights or claims thereunder;

(o) except as required by U.S. GAAP, revalue any of its assets or make any change in accounting methods, principles or practices;

(p) except in the ordinary course of business consistent with past practices, incur or enter into any agreement, contract or commitment requiring such party to pay in excess of $3,000,000 in any 12 month period;

(q) settle any litigation where the consideration given is other than monetary or to which an Insider is a party;

(r) make or rescind any Tax elections that, individually or in the aggregate, could be reasonably likely to adversely affect in any material respect the Tax liability or Tax attributes of such party, settle or compromise any material income tax liability or, except as required by applicable law, materially change any method of accounting for Tax purposes or prepare or file any Tax Return in a manner inconsistent with past practice;

(s) form, establish or acquire any subsidiary;

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(t) permit any Person to exercise any of its discretionary rights under any Plan to provide for the automatic acceleration of any outstanding options, the termination of any outstanding repurchase rights or the termination of any cancellation rights issued pursuant to such plans;

(u) make capital expenditures in excess of $3,000,000 in the aggregate;

(v) make or omit to take any action which would be reasonably anticipated to have a Material Adverse Effect;

(w) enter into any transaction with or distribute or advance any assets or property to any of its officers, directors, partners, shareholders or other Affiliates other than the payment of salary and benefits in the ordinary course of business consistent with prior practice or, in the case of GGAC, advancement or reimbursement of expenses in connection with GGAC’s search for a business combination; or

(x) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section 4.1(a) through (w) above.

Article V
ADDITIONAL AGREEMENTS

5.1 Proxy Statement; Extraordinary General Meeting.

(a) Within thirty (30) days after the date hereof, the Company shall provide to GGAC:

(i) A correct and complete copy of the Audited Financial Statements complying as to form in all material respects, and prepared in accordance with U.S. GAAP, as modified by the rules and regulations of the SEC, applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto). Such Audited Financial Statements shall fairly present in all material respects the financial position of the Company at the respective dates thereof and the results of its operations and cash flows for the periods indicated.

(ii) A correct and complete copy of the unaudited consolidated financial statements of the Company for the six month period ended June 30, 2015 (including any notes related thereto) complying as to form in all material respects, and prepared in accordance with U.S. GAAP, as modified by the rules and regulations of the SEC, applied on a consistent basis throughout the period involved and in a manner consistent with the preparation of the Audited Financial Statements (the “Unaudited Financial Statements”). The Unaudited Financial Statements shall fairly present in all material respects the financial position of the Company at the date thereof and the results of its operations and cash flows for the period indicated, except that such statements shall be subject to normal audit adjustments that shall not be expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole and shall not include all footnotes.

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(b) As soon as is reasonably practicable after receipt by GGAC from the Company of the Audited Financial Statements and Unaudited Financial Statements pursuant to Section 5.1(a) hereof, and all other financial and other information relating to the Company as GGAC may reasonably request for their preparation, GGAC shall prepare proxy materials, with the assistance of the Company, and file the same with the SEC under the Exchange Act, and with all other applicable regulatory bodies, for the purpose of soliciting proxies from holders of GGAC Ordinary Shares to vote, at a meeting of holders of GGAC Ordinary Shares to be called and held for such purpose (the “Extraordinary General Meeting”), in favor of (A) the adoption of this Agreement and the approval of the Contributions (“GGAC Shareholder Approval”), (B) amending and restating GGAC’s Memorandum and Articles of Association, effective upon the Closing, providing for, among other things, (I) the change of the name of GGAC to “Garnero Colombo Inc.”; (II) the existence of GGAC to be perpetual; and (III) the removal of various provisions no longer applicable to GGAC following consummation of the transactions contemplated herein (collectively, the “Charter Amendments”); (C) the adoption of an incentive plan (the “GGAC Plan”) that will provide for the reservation thereunder of no more than 10% of the GGAC Ordinary Shares to be outstanding immediately after the Closing Date; (D) the election to the board of directors of GGAC of the individuals determined in accordance with Section 5.24 hereof; (F) any other proposals GGAC and the Company deem necessary or desirable to effectuate the transactions contemplated herein; and (G) an adjournment proposal, if necessary, to adjourn the Extraordinary General Meeting if, based on the tabulated vote count or elections to convert GGAC Ordinary Shares into cash in accordance with GGAC’s Charter Documents, GGAC would not be authorized to proceed with the Contributions or the conditions to closing in Article VI hereof would not be met. Such proxy materials shall be in the form of a proxy statement to be used for the purposes of soliciting such proxies from holders of GGAC Ordinary Shares for the matters to be acted upon at the Extraordinary General Meeting (the “Proxy Statement”). GGAC, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use commercially reasonable best efforts to cause the Proxy Statement to be approved by the SEC for mailing to the holders of GGAC Ordinary Shares as promptly as practicable. GGAC will advise the Company and the Controlling Persons promptly after it receives notice thereof, of the time when the Proxy Statement has been approved by the SEC or any supplement or amendment has been filed, or the issuance of any stop order, or of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information.

(c) As soon as practicable following approval by the SEC, GGAC shall distribute the Proxy Statement to the holders of GGAC Ordinary Shares and, pursuant thereto, shall call the Extraordinary General Meeting in accordance with the Companies Law (2013 Revision) of the Cayman Islands (the “Companies Law”) and, subject to the other provisions of this Agreement, solicit proxies from the holders of GGAC Ordinary Shares to vote in favor of the adoption of this Agreement and the approval of the Contributions and the other matters presented to the shareholders of GGAC for approval or adoption at the Extraordinary General Meeting, including, without limitation, the matters described in Section 5.1(b) hereof.

(d) GGAC shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the Companies Law in the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Extraordinary General Meeting.

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(e) GGAC, acting through its board of directors, shall include in the Proxy Statement the recommendation of its board of directors that the holders of GGAC Ordinary Shares vote in favor of the adoption of this Agreement and the approval of the Contributions and the other matters described in Section 5.1(b) hereof, and shall otherwise use commercially reasonable best efforts to obtain the GGAC Shareholder Approval. At no time shall the board of directors of GGAC withdraw or modify such recommendation; provided, however, the board of directors of GGAC may withdraw or modify such recommendation, if the board of directors of GGAC determines in good faith, after consultation with outside counsel, that failure to do so could be inconsistent with its fiduciary obligations under applicable Law.

(f) No amendment or supplement to the Proxy Statement will be made by GGAC without the approval of the Company which shall not be unreasonably withheld and GGAC shall promptly transmit any such amendment or supplement to its shareholders, if at any time prior to the Extraordinary General Meeting there shall be discovered any information that should be set forth in an amendment or supplement to the Proxy Statement.

5.2 Private Placement. Commencing on the date hereof, GGAC and the Company shall use commercially reasonable best efforts to take such actions as may be necessary to consummate simultaneously with the Closing a private placement of up to $100,000,000 of equity securities, or securities exercisable or exchangeable for, or convertible into, equity securities, of GGAC, on terms reasonably satisfactory to GGAC and the Company (the “Private Placement”), with the assistance of a syndicate of financial institutions mutually agreeable to GGAC and the Company. Using the information provided by the Company pursuant to Section 5.1(a) and (b) hereof, and with such other information and assistance of the Company as GGAC shall reasonably request, GGAC shall cause to be prepared a private placement memorandum (the “Private Placement Memorandum”) for the purpose of offering such securities to potential investors in the Private Placement.

5.3 Corporate Reorganization. Prior to Closing, the Company, certain Controlling Person Affiliates and the Controlling Persons shall use commercially reasonable best efforts to effect the Reorganization in accordance with the steps set forth in Schedule 5.3 hereto, such that the conditions set forth in Section 6.3(o) hereof are satisfied.

5.4 Other Actions.

(a) As promptly as practicable after execution of this Agreement, GGAC will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement (“Signing Form 8-K”). Promptly after the execution of this Agreement, GGAC and the Company shall also issue a mutually agreeable press release announcing the execution of this Agreement (the “Signing Press Release”).

(b) Prior to the Closing, GGAC shall prepare a draft Form 8-K announcing the Closing, together with, or incorporating by reference, the financial statements prepared by the Company and its accountant, and such other information that may be required to be disclosed with respect to the Contributions in any report or form to be filed with the SEC (the “Closing Form 8-K”). Prior to Closing, GGAC and the Company shall prepare a mutually agreeable press release announcing the consummation of the Contributions hereunder (“Closing Press Release”). Concurrently with the Closing, the Company shall distribute the Closing Press Release. As soon as practicable after the Closing, GGAC shall file the Closing Form 8-K with the SEC.

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(c) GGAC shall file all such forms, reports and documents required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (the “Additional GGAC SEC Reports”) and such Additional GGAC SEC Reports shall be prepared in accordance and comply in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder. The Additional GGAC SEC Reports will not, at the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As used in this Section 5.4, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

5.5 Required Information.

(a) In connection with the preparation of the Signing Form 8-K, the Signing Press Release, the Proxy Statement, the Closing Form 8-K and the Closing Press Release, or any other statement, filing, notice, release or application made by or on behalf of GGAC and/or the Company to any Government Entity or other third party in connection with the Contributions and the other transactions contemplated hereby (each, a “Reviewable Document”), and in connection with the preparation of the Private Placement Memorandum and for other reasonable purposes, the Company and GGAC each shall, upon request by the other, promptly furnish the other with all information concerning themselves, their respective directors, officers, shareholders and Affiliates and such other matters as may be reasonably necessary or advisable in connection with the Contributions and the preparation of such documents or for such other reasonable purposes. Each party warrants and represents to the other party that, as of the date of filing, issuance or other submission or public disclosure of such document and the Closing Date, or in the case of the Private Placement Memorandum, as of the date of the Private Placement Memorandum, the date of sale of the securities offered thereby and as of Closing Date, all such information shall be true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (provided that each party shall not be responsible for the accuracy or completeness of any information relating to the other party or any other information furnished by the other party for inclusion in any such document). Any such information consisting of financial statements shall be prepared in accordance with U.S. GAAP, as modified by the rules and regulations of the SEC, applied on a consistent basis to prior periods and shall fairly present in all material respects the financial position of such party at the date thereof and the results of its operations and cash flows for the period indicated, except that any such interim financial statements shall be subject to normal audit adjustments that shall not be expected to have a Material Adverse Effect on such party taken as a whole and shall not include all footnotes.

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(b) At a reasonable time prior to the filing, issuance or other submission or public disclosure of a Reviewable Document by either GGAC or the Company and a reasonable time prior to the date of sale of securities offered by the Private Placement Memorandum, the other party shall be given an opportunity to review and comment upon such Reviewable Document or Private Placement Memorandum, and give its consent to the form thereof, such consent not to be unreasonably withheld, provided that a party may file, issue or otherwise submit a Reviewable Document or deliver the Private Placement Memorandum without the consent of the other party if it is advised by counsel that such Reviewable Document or the Private Placement Memorandum must be filed, issued, submitted or delivered in the form objected to by the other party so that the filing, issuing, submitting or delivering party is in compliance with applicable law.

(c) Any language included in a Reviewable Document or the Private Placement Memorandum that reflects the comments of the reviewing party, as well as any text as to which the reviewing party has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the reviewing party.

(d) Prior to the Closing Date (i) the Company and GGAC shall notify each other as promptly as reasonably practicable upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, a Reviewable Document that has been filed with the SEC or the Private Placement Memorandum after it has been delivered to potential investors, and (ii) the Company and GGAC shall each notify the other as promptly as practicable after the receipt by it of any written or oral comments of the SEC on, or of any written or oral request by the SEC for amendments or supplements to, any such Reviewable Document, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings. All correspondence and communications to the SEC made by GGAC with respect to the transactions contemplated by this Agreement or any agreement ancillary hereto shall be considered to be Reviewable Documents subject to the provisions of this Section 5.5.

5.6 Confidentiality; Access to Information.

(a) Confidentiality. Any confidentiality agreement previously executed by the parties shall be superseded in its entirety by the provisions of this Agreement. Each party agrees to maintain in confidence any non-public information received from the other party, and to use such non-public information only for purposes of consummating the transactions contemplated by this Agreement. Such confidentiality obligations will not apply to (i) information which was known to the one party or their respective agents prior to receipt from the other party; (ii) information which is or becomes generally known; (iii) information acquired by a party or their respective agents from a third party who was not bound to an obligation of confidentiality; (iv) disclosure required by law, regulation or stock exchange rule; or (v) disclosure consented to by the other party. In the event this Agreement is terminated as provided in Article VIII hereof, each party will destroy or return or cause to be destroyed or returned to the other all documents and other material obtained from the other in connection with the Contributions contemplated hereby.

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(b) Access to Information.

(i) The Company will afford GGAC and its financial advisors, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of the Company during the period prior to the Closing to obtain all information concerning the business, including the status of business development efforts, properties, results of operations and personnel of the Company, as GGAC may reasonably request, including the documents and information described in Schedule 5.6(b)(i) hereto. No information or knowledge obtained by GGAC in any investigation pursuant to this Section 5.6 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Contributions.

(ii) GGAC will afford the Company and its financial advisors, underwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of GGAC during the period prior to the Closing to obtain all information concerning the business, including properties, results of operations and personnel of GGAC, as the Company may reasonably request. No information or knowledge obtained by the Company in any investigation pursuant to this Section 5.6 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Contributions.

5.7 Commercially Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Contributions and the other transactions contemplated by this Agreement, including using commercially reasonable best efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VI hereof to be satisfied (but excluding the waiver of any of such Party’s conditions to their obligations to effect the Contributions); (ii) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity; (iii) the obtaining of all consents, approvals or waivers from third parties required as a result of the transactions contemplated in this Agreement, including the consents referred to in Section 2.5 of the Company Schedule; (iv) providing and permitting suitably knowledgeable directors, officers, employees and other Persons to attend “road shows” that are to be presented to existing and prospective GGAC security holders; (v) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (vi) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require GGAC or the Company to agree to any divestiture by itself or any of its Affiliates of shares of capital stock or of any business, assets or property, or the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties and stock.

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5.8 Registration Rights. The Parties hereto agree to enter into a registration rights agreement (the “Registration Rights Agreement”) in the form of Exhibit E hereto at the Closing pursuant to which GGAC will under certain circumstances agree to register for resale under the Securities Act the GGAC Ordinary Shares to be issued to the Controlling Persons and the Optionholders pursuant to this Agreement.

5.9 No GGAC Securities Transactions. Neither the Company, the Controlling Persons nor the Optionholders, nor any of their respective Affiliates, directly or indirectly, shall engage in any transactions involving the securities of GGAC prior to the time of the making of a public announcement of the transactions contemplated by this Agreement. The Company shall use commercially reasonable best efforts to require each of its officers, directors, employees, agents, advisors, contractors, associates, clients, customers and representatives, to comply with the foregoing requirement.

5.10 No Claim Against Trust Fund. Notwithstanding anything else in this Agreement, the Company, the Controlling Persons and the Optionholders acknowledge that they have read GGAC’s final prospectus dated June 25, 2014 (“Final Prospectus”) and understand that GGAC has established the Trust Fund for the benefit of GGAC’s public shareholders and that GGAC may disburse monies from the Trust Fund only (a) to GGAC’s public shareholder in the event they elect to convert their shares into cash in accordance with GGAC’s Charter Documents and/or the liquidation of GGAC, (b) to GGAC after, or concurrently with, the consummation of a business combination, and (c) to GGAC in limited amounts for its working capital requirements and tax obligations. The Company, the Controlling Persons and the Optionholders further acknowledge that, if GGAC does not consummate a business combination by June 25, 2016, GGAC will be obligated to return to its shareholders the amounts being held in the Trust Fund. Accordingly, the Company, for itself and its subsidiaries, affiliated entities, directors, officers, employees, shareholders, representatives, advisors and all other associates and Affiliates, the Controlling Persons, on behalf of themselves and the Controlling Person Affiliates, and the Optionholders, for themselves, hereby waive all rights, title, interest or claim of any kind against GGAC to collect from the Trust Fund any monies that may be owed to them by GGAC for any reason whatsoever, including but not limited to a breach of this Agreement by GGAC or any negotiations, agreements or understandings with GGAC (whether in the past, present or future), and will not seek recourse against the Trust Fund at any time for any reason whatsoever. This paragraph will survive the termination of this Agreement for any reason.

5.11 Disclosure of Certain Matters. Each of GGAC, the Company, the Controlling Persons and the Optionholders will provide the others with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is materially adverse to the operations or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Proxy Statement or the Private Placement Memorandum. The parties shall have the obligation to supplement or amend the Company Schedules and GGAC Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of 6.2(a), 6.3(a), 7.1(a)(i), 7.1(b)(i), 8.1(d) and 8.1(e) hereof, the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are expressly contemplated by this Agreement or the Reorganization or that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

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5.12 Securities Listing. GGAC shall use its commercially reasonable best efforts to maintain the listing of its securities for trading on Nasdaq from and after the Contributions and to cause the GGAC Ordinary Shares to be issued in connection with the transactions contemplated hereby to be approved for listing on Nasdaq from and after the Contributions.

5.13 No Solicitation. Neither the Company, the Controlling Persons nor the Optionholders will, and they will cause their respective Affiliates, employees, agents and representatives not to, directly or indirectly, solicit or enter into or continue discussions or transactions with, or encourage, or provide any information to, any corporation, partnership or other entity or group (other than GGAC and its designees) concerning any merger, sale of ownership interests and/or assets of the Company, recapitalization or similar transaction.

5.14 Liability Insurance.

(a) GGAC agrees to continue the directors’ and officers’ liability insurance currently maintained by GGAC, the Company and its Subsidiaries for a period of six years following the Closing Date for acts or omissions occurring on or prior to the Closing Date.

(b) If GGAC or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of its properties and assets to any Person, or (iii) causes the Company or its Subsidiaries to effect a transaction of the type described in clauses (i) or (ii), then, in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of GGAC assume the obligations set forth in this Section 5.14.

(c) The provisions of this Section 5.14 are intended to be for the benefit of, and shall be enforceable by, each Person who will have been a director or officer of GGAC, the Company or its Susbidiaries for all periods ending on or before the Closing Date and may not be changed.

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5.15 Insider Loans; Equity Ownership in Subsidiaries. Each of the Controlling Persons and the Optionholders, at or prior to Closing, shall (i) repay to the Company any loan by the Company to such Person and any other amount owed by such Person to the Company, if applicable; (ii) cause any guaranty or similar arrangement pursuant to which the Company has guaranteed the payment or performance of any obligations of such Person to a third party to be terminated; and (iii) cease to own, directly or indirectly (except through ownership of the Company), any equity interests in any Subsidiary of the Company. The Company shall use its commercially reasonable best efforts to enable such Persons to accomplish the foregoing.

5.16 Certain Financial Information. Within twenty (20) business days after the end of each fiscal quarter between the date hereof and the earlier of the Closing Date and the date on which this Agreement is terminated, the Company shall deliver to GGAC interim unaudited consolidated financial statements of the Company and its Subsidiaries for such fiscal quarter, certified by the chief financial officer of the Company as being true and correct, including a balance sheet, statement of operations, and statements of shareholders’ equity and cash flow, prepared in accordance with Brazilian GAAP applied on a consistent basis to prior periods (except as may be indicated in the notes thereto) and that fairly present in all material respects the financial position of the Company at the date thereof and the results of its operations for the period indicated, except that such statements need not contain notes. This Section 5.16 shall not be deemed to limit the obligation of the Company under Section 5.5(a) hereof.

5.17 Access to Financial Information. The Company will, and will cause its auditors to, (a) continue to provide GGAC and its advisors full access to all of the Company’s financial information used in the preparation of its Audited Financial Statements and Unaudited Financial Statements and the financial information furnished pursuant to Section 5.5(a) or Section 5.16 hereof and (b) cooperate fully with any reviews performed by GGAC or its advisors of any such financial statements or information.

5.18 GGAC Borrowings. Through the Closing, GGAC shall be allowed to borrow funds from its directors, officers, shareholders and/or their respective affiliates to meet its reasonable capital requirements, with any such loans to be made only as reasonably required by the operation of GGAC in due course on a non-interest bearing basis and repayable at Closing (or convertible at Closing into securities of GGAC in accordance with the terms of the promissory notes issued to evidence the borrowing, which such terms have been set in the Final Prospectus).

5.19 Trust Fund Disbursement. GGAC shall cause the Trust Fund to be disbursed to GGAC and as otherwise contemplated by this Agreement immediately upon the Closing. All liabilities and obligations of GGAC due and owing or incurred at or prior to the Closing Date shall be paid as and when due, including all amounts payable (i) to shareholders who elect to have their GGAC Ordinary Shares converted to cash in accordance with the provisions of GGAC’s Charter Documents, (ii) for income tax or other tax obligations of GGAC prior to Closing, (iii) as repayment of loans and reimbursement of expenses to GGAC’s directors, officers, shareholders and/or their affiliates, and (iv) to third parties (e.g., professionals, printers, etc.) who have rendered services to GGAC in connection with its operations and efforts to effect a business combination, including the Contributions.

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5.20 Option Plan. Prior to the Extraordinary General Meeting, GGAC will create and have its board of directors approve the GGAC Plan in a form mutually acceptable to GGAC and the Company.

5.21 [Intentionally omitted]

5.22 Company Options. Simultaneously with the execution of this Agreement, the Optionholders have delivered to the Company, with a copy to GGAC, irrevocable instructions to exercise in full at the Closing Date the Company Options held by them, and an instrument of assignment, duly endorsed, directing the Option Shares to be issued in the name of GGAC (the “Irrevocable Instructions”), and have taken all other steps reasonably necessary to exercise such Company Options and cause the Option Shares to be issued to GGAC at the Closing.

5.23 Charter Amendments. Simultaneously with the Closing, subject to the GGAC shareholder’s approval and adoption of the matters described in clause (B) of Section 5.1(b) hereto by the requisite vote under the Companies Law and the GGAC Charter Documents, GGAC shall file an amendment and restatement of its Memorandum and Articles of Association that effectuates the Charter Amendments with the Cayman Islands Registrar of Companies.

5.24 Board of Directors of GGAC. The board of directors of GGAC from and after the Closing Date (the “GGAC Board”) shall consist of the directors identified in the Proxy Statement, one (1) of whom will be selected by the Company and four (4) of whom will be selected by the pre-Closing board of directors of GGAC (three (3) of whom will be considered independent under Nasdaq listing requirements).

5.25 Open Market Purchases. By execution of this Agreement, the Controlling Persons have committed to use their commercially reasonable best efforts to purchase, directly or through the Controlling Person Affiliates, at least $30 million of GGAC Ordinary Shares in the open market (“Open Market Purchases”); provided that, to the extent the Controlling Persons and Controlling Person Affiliates make less than $30 million in Open Market Purchases, the Controlling Persons, directly or through the Controlling Person Affiliates, shall purchase an amount of securities in the Private Placement equal to such deficiency. Any such Open Market Purchases would be effected either (i) pursuant to a 10b-5 1 trading plan or (ii) at a time when the Company and the buyer is not aware of any material nonpublic information regarding the Company or its securities.

5.26 Release Letters. The Company shall use commercially reasonable best efforts to obtain customary release letters (the “Release Letters”), together with any related release documentation, in form and substance reasonably satisfactory to GGAC, related to the indebtedness and other obligations set forth in Schedule 5.26 hereto, providing for the release of and termination of any Liens and guarantees in connection therewith, including without limitation the Liens set forth in Schedule 1.1(a) hereto.

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5.27 General Shareholders Meeting of the Company. At the Closing Date, the Controlling Persons shall irrevocably hold a general shareholders meeting of the Company (the “General Shareholders Meeting”) in order to approve: (a) (i) the capital increase of the Company in order to implement the issuance of the Option Shares to the Optionholders upon the exercise of the Company Options and (ii) the Capital Contribution upon issuance of Company New Shares to GGAC; (b) the extinction of the board of directors and the election of the board of officers of the Company, as applicable, according to the draft resolutions of the General Shareholders Meeting set forth in Schedule 5.27 hereto; and (c) the consolidation to the by-laws of the Company. The Controlling Persons shall, or shall cause the Controlling Person Affiliates holding the Outstanding Shares to, irrevocably vote all Company Ordinary Shares held by them in favor of the matters set forth in the foregoing sentence at the General Shareholders Meeting.

5.28 Acknowledgement Regarding Projections. GGAC acknowledges that it has received from the Company, certain Controlling Person Affiliates and/or the Controlling Persons certain projections, forecasts and prospective or third party information relating to the Company and its Affiliates. GGAC acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts and in such information; (ii) it is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections, forecasts and information so furnished; and (iii) neither GGAC nor any other Person shall have any claim against the Company, the Controlling Person Affiliates or the Controlling Persons or any of their respective directors, officers, Affiliates, agents or other Representatives with respect thereto. Accordingly, GGAC acknowledges that neither the Company nor the Controlling Person Affiliates, the Controlling Persons or any other Person makes any representations or warranties with respect to such projections, forecasts or information (it being understood that this acknowledgment does not cover any underlying facts or information which are addressed by any of the representations and warranties made by the Company in Article II of this Agreement).

5.29 Cancellation of Trademark Transfer. The Controlling Persons shall take all measures necessary in order to cancel the transfer of the trademarks identified in Section 2.18(c) of the Company Schedules.

5.30 Payment of Debts with Controlling Persons. The Company shall repay to the Controlling Persons the loans made by such Controlling Persons and any other amount owed by the Company to such Persons at or prior to the Closing Date.

5.31 GGAC’s Warrant. According to the terms of the Investor Relations Consulting Agreement entered into between the Company, GGAC and MZHCI, LLC on July 1, 2015, GGAC shall issue in favor of MZHCI, LLC a one-year warrant to purchase up to 60,000 GGAC Ordinary Shares exercisable at $11.50 per share. The warrant shall vest in four quarterly installments of 15,000 shares provided that the closing price of the GGAC Ordinary Shares trades at or above 130% of the price of the GGAC Ordinary Shares on the Closing Date.

5.32 Financial Covenant Waivers. The Company shall use its commercially reasonably best efforts to maintain the waivers of the covenants set forth in Schedule 5.32 hereto (the “Waivers”) for at least sixty (60) days after the Closing Date.

5.33 Admission of Second Shareholder in the Company. The Parties hereto recognize and agree that GGAC shall transfer at least one (1) share in the capital stock of the Company to a second shareholder until the date of the annual Shareholders’ Meeting of the Company that shall resolve on the audited financial statements of the Company for its 2015 fiscal year.

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Article VI
CONDITIONS TO THE TRANSACTION

6.1 Conditions to Obligations of Each Party to Effect the Contributions. The respective obligations of each party to this Agreement to effect the Contributions shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

(a) GGAC Shareholder Approval. The GGAC Shareholder Approval shall have been duly approved and adopted by the shareholders of GGAC by the requisite vote under the Companies Law and the GGAC Charter Documents.

(b) GGAC Net Tangible Assets. GGAC shall have at least $5 million of net tangible assets following the exercise by holders of GGAC Ordinary Shares issued in GGAC’s initial public offering of securities and outstanding immediately before the Closing of their right to convert their shares into a pro rata share of the Trust Fund in accordance with GGAC’s Charter Documents.

(c) No Order. No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Contributions illegal or otherwise prohibiting consummation of the Contributions, substantially on the terms contemplated by this Agreement.

(d) Corporate Reorganization. The Company, certain Controlling Person Affiliates and the Controlling Persons shall have effected the Reorganization, in accordance with the steps set forth in the Schedule 5.3 hereto.

6.2 Additional Conditions to Obligations of the Company, the Controlling Persons and the Optionholders. The obligations of the Company, the Controlling Persons and the Optionholders to consummate and effect the Contributions shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

(a) Representations and Warranties. The representations and warranties contained in Article III of this Agreement shall be true and correct on and as of the date hereof and on and as of the Closing Date as if made at and as of the Closing Date (except for any representations and warranties made as of a specified date, which shall be so true and correct as of the specified date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect on GGAC. The Company shall have received a certificate with respect to the foregoing signed on behalf of GGAC by an authorized officer of GGAC (“GGAC Closing Certificate”).

(b) Agreements and Covenants. GGAC shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date in all material respects, and the GGAC Closing Certificate shall include a provision to such effect.

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(c) No Litigation. No action, suit or proceeding shall be pending or threatened before any Governmental Entity which is reasonably likely to (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation or (iii) affect materially and adversely the right of GGAC to own, operate or control any of the assets and operations of the Company following the Contributions and no order, judgment, decree, stipulation or injunction to any such effect shall be in effect.

(d) Consents. GGAC shall have obtained all consents, waivers and approvals required to be obtained by GGAC in connection with the consummation of the transactions contemplated hereby, other than consents, waivers, permits and approvals the absence of which, either alone or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on GGAC and the GGAC Closing Certificate shall include a provision to such effect.

(e) Material Adverse Effect. No Material Adverse Effect with respect to GGAC shall have occurred since the date of this Agreement.

(f) SEC Compliance. Immediately prior to Closing, GGAC shall be in compliance with the reporting requirements under the Exchange Act.

(g) Other Deliveries. At or prior to Closing, GGAC shall have delivered to the Company (i) the items set forth in Section 1.2(b); (ii) copies of resolutions and actions taken by the board of directors and shareholders of GGAC in connection with the approval of this Agreement and the transactions contemplated hereunder; (iii) a certificate of good standing with respect to GGAC, dated not more than five (5) days prior to the Closing Date, from the Registry of Companies of the Cayman Islands; and (iv) such other documents or certificates as shall reasonably be required by the Company and its counsel in order to consummate the transactions contemplated hereunder.

(h) Trust Fund. GGAC shall have made appropriate arrangements to have the Trust Fund, less amounts paid and to be paid pursuant to Section 5.19 hereof, disbursed upon the Closing as provided for in this Agreement.

(i) Opinion of Counsel. The Company shall have received an opinion of counsel to GGAC in substantially the form of Exhibit A hereto.

(j) Registration Rights Agreement. The Registration Rights Agreement shall be executed by the parties thereto.

(k) Resignations. The persons listed in Schedule 6.2(k) hereto shall have resigned from all of the positions and offices with GGAC set forth next to each such person’s name.

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6.3 Additional Conditions to the Obligations of GGAC. The obligations of GGAC to consummate and effect the Contributions shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by GGAC:

(a) Representations and Warranties. The representations and warranties contained in Article II of this Agreement shall be true and correct on and as of the date hereof and on and as of the Closing Date as if made at and as of the Closing Date (except for any representations and warranties made as of a specified date, which shall be so true and correct as of the specified date), except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. GGAC shall have received a certificate with respect to the foregoing signed on behalf of the Company by an authorized officer of the Company and signed by the Representative on behalf of each of the Controlling Persons and the Optionholders (“Company Closing Certificate”).

(b) Agreements and Covenants. The Company, the Controlling Persons and the Optionholders shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by them at or prior to the Closing Date in all material respects, and the Company Closing Certificate shall include a provision to such effect.

(d) Consents. The Company shall have obtained all consents, waivers, permits and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby, other than consents, waivers, permits and approvals the absence of which, either alone or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company and the Company Closing Certificate shall include a provision to such effect.

(e) Material Adverse Effect. No Material Adverse Effect with respect to the Company shall have occurred since the date of this Agreement.

(f) Lock-Up Agreements. The Lock-Up Agreements shall be in full force and effect.

(g) Option Exercises. The Irrevocable Instructions shall be in full force and effect.

(h) Private Placement. GGAC shall have received irrevocable subscriptions, other than subscriptions from the Controlling Persons and Controlling Person Affiliates pursuant to Section 5.25 hereof, for at least $50,000,000 in the Private Placement.

(i) Open Market Purchases. The Open Market Purchases shall have occurred.

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(j) Opinion of Counsel. GGAC shall have received an opinion of counsel to the Company in substantially the form of Exhibit B hereto.

(k) Other Deliveries. At or prior to Closing, the Company shall have delivered to GGAC: (i) the items set forth in Section 1.2(c); (ii) copies of resolutions and actions taken by the Company’s board of directors and shareholders in connection with the approval of this Agreement and the transactions contemplated hereunder; (iii) a certificate of good standing with respect to the Company, dated not more than fifteen (15) days prior to the Closing Date, from the competent Board of Trade (Junta Comercial) of Brazil; and (iv) such other documents or certificates as shall reasonably be required by GGAC and its counsel in order to consummate the transactions contemplated hereunder.

(l) Insider Loans; Equity Ownership in Subsidiaries. (i) All outstanding indebtedness owed by Insiders to the Company shall have been repaid in full, including the indebtedness and other obligations described in Section 2.22 of the Company Schedule; (ii) all outstanding guaranties and similar arrangements pursuant to which the Company has guaranteed the payment or performance of any obligations of any Insider to a third party shall have been terminated; and (iii) no Controlling Person or Insider shall own, directly or indirectly (except through ownership of the Company), any equity interests in any Subsidiary of the Company.

(m) Release Letters. The Release Letters shall be in full force and effect.

(n) Trademarks. The transfer of the trademarks identified in Section 2.18(c) shall have been cancelled.

(o) Reorganization. The Reorganization shall have been effected, in accordance with the steps set forth in Schedule 5.3 hereto, as a result of which the Company will not have incurred any indebtedness, other than indebtedness not exceeding $50,000,000 in the aggregate, and the Company will have accrued goodwill amortizable under applicable Tax law in the amount of R$200,000,000.

(p) Waivers. The Waivers shall be in full force and effect.

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Article VII
INDEMNIFICATION

7.1 Indemnification.

(a) Subject to the terms and conditions of this Article VII (including without limitation the limitations set forth in Section 7.4 hereof), from and after the Closing, GGAC, the Surviving Corporation and their respective representatives, successors and permitted assigns (the “GGAC Indemnified Parties”) shall be indemnified, defended and held harmless by the Controlling Persons and the Optionholders (the “Company Indemnifying Parties”), jointly and severally, but only to the extent of the Escrow Shares, from and against all Losses asserted against, resulting to, imposed upon, or incurred by any GGAC Indemnified Party by reason of, arising out of or resulting from:

(i) the inaccuracy or breach of any representation or warranty of the Company, the Controlling Persons or the Optionholders contained in or made pursuant to this Agreement, any Schedule or any certificate delivered by the Company, the Controlling Persons or the Optionholders (or by the Representative on their behalf) to GGAC pursuant to this Agreement with respect hereto or thereto in connection with the Closing; and

(ii) the non-fulfillment or breach of any covenant or agreement of the Company, the Controlling Persons or the Optionholders contained in this Agreement.

(b) Subject to the terms and conditions of this Article VII (including without limitation the limitations set forth in Section 7.4 hereof), from and after the Closing, the Controlling Persons and Optionholders and their respective representatives, successors and permitted assigns (the “Company Indemnified Parties”) shall be indemnified, defended and held harmless by GGAC (the “GGAC Indemnifying Parties”), but only to the extent of a number of newly issued GGAC Ordinary Shares equal to the number of Escrow Shares, from and against all Losses asserted against, resulting to, imposed upon, or incurred by any Company Indemnified Party by reason of, arising out of or resulting from:

(i) the inaccuracy or breach of any representation or warranty of GGAC contained in or made pursuant to this Agreement, any Schedule or any certificate delivered by GGAC to the Company pursuant to this Agreement with respect hereto or thereto in connection with the Closing; and

(ii) the non-fulfillment or breach of any covenant or agreement of GGAC contained in this Agreement.

(c) As used in this Article VII, the term “Losses” shall include all losses, liabilities, damages, judgments, awards, orders, penalties, settlements, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable legal fees and expenses) including those arising from any demands, claims, suits, actions, costs of investigation, notices of violation or noncompliance, causes of action, proceedings and assessments whether or not made by third parties or whether or not ultimately determined to be valid, but net of any provisions or reserves relating to such matter recorded in the Company’s Audited Financial Statements; provided, however, that Losses shall not include incidental, consequential, indirect, punitive, special or exemplary damages; provided, further, that in relation to any Third Party Claim, a Loss shall only be considered incurred and be indemnifiable when and to the extent actually due and payable by the Indemnified Party, it being understood that any claim for such a Loss shall be preserved in accordance with Section 7.4(b) if the claim for indemnification is made prior to the expiration of the applicable Survival Period (as defined below), notwithstanding that the Third Party Claim has not yet been reduced to an amount due and payable. Solely for the purpose of determining the amount of any Losses (and not for determining any breach) for which the Indemnified Parties may be entitled to indemnification pursuant to Article VII, any representation or warranty contained in this Agreement that is qualified by a term or terms such as “material,” “materially,” or “Material Adverse Effect” shall be deemed made or given without such qualification and without giving effect to such words.

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(d) As used in this Article VII, with respect to any claim, the term “Indemnified Parties” means the party seeking indemnification hereunder, whether by the GGAC Indemnified Parties under Section 7.1(a) hereof or by the Company Indemnified Parties under Section 7.1(b) hereof, and the term “Indemnifying Parties” means the party against whom indemnification is sought hereunder, whether against the Company Indemnifying Parties under Section 7.1(a) hereof or against the GGAC Indemnifying Parties under Section 7.1(b) hereof.

7.2 Indemnification of Third Party Claims. The indemnification obligations under this Article VII with respect to actions, proceedings, lawsuits, investigations, demands or other claims brought against an Indemnified Party by a third party (a “Third Party Claim”) shall be subject to the following terms and conditions:

(a) Notice of Claim. The Indemnified Party, acting through the Representative, will give the Indemnifying Parties prompt written notice after receiving written notice of any Third Party Claim or discovering the liability, obligation or facts giving rise to such Third Party Claim (a “Notice of Claim”) which Notice of Third Party Claim shall set forth (i) a brief description of the nature of the Third Party Claim, (ii) the total amount of the actual out-of-pocket Loss or the anticipated potential Loss (including any costs or expenses which have been or may be reasonably incurred in connection therewith), and (iii) whether such Loss may be covered (in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insurance.

(b) Defense. The Indemnifying Parties shall have the right, at their option (subject to the limitations set forth in Section 7.2(c) hereof) and at their own expense, by written notice to the Indemnified Parties, to assume the entire control of, subject to the right of the Indemnified Parties to participate (at their expense and with counsel of their choice) in, the defense, compromise or settlement of the Third Party Claim as to which such Notice of Claim has been given, and shall be entitled to appoint a recognized and reputable counsel to be the lead counsel in connection with such defense. If the Indemnifying Parties are permitted and elect to assume the defense of a Third Party Claim:

(i) the Indemnifying Parties shall diligently and in good faith defend such Third Party Claim and shall keep the Indemnified Parties reasonably informed of the status of such defense; provided, however, that in the case of any settlement providing for remedies which are not merely incidental to a primary damage claim or claims for monetary damages, the Indemnified Parties shall have the right to approve any settlement, which approval will not be unreasonably withheld, delayed or conditioned; and

(ii) the Indemnified Parties shall cooperate fully in all respects with the Indemnifying Parties in any such defense, compromise or settlement thereof, including, without limitation, the selection of counsel, and the Indemnified Parties shall make available to the Indemnifying Parties all pertinent information and documents under its control.

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(c) Limitations of Right to Assume Defense. The Indemnifying Parties shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Representative if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Parties which is not merely incidental to a primary damage claim or claims for monetary damages; or (iii) there is a reasonable probability that a Third Party Claim may materially and adversely affect the Indemnified Parties other than as a result of money damages or other money payments.

(d) Other Limitations. Failure to give prompt Notice of Claim or to provide copies of relevant available documents or to furnish relevant available data shall not constitute a defense (in whole or in part) to any claim for indemnification with respect to a Third Party Claim and shall not affect the Indemnifying Parties’ duties or obligations under this Article VII, except to the extent (and only to the extent that) such failure shall have adversely affected the ability of the Indemnifying Parties to defend against or reduce their liability or caused or increased such liability or otherwise caused the damages for which the Indemnifying Parties are obligated to be greater than such damages would have been had Indemnified Parties given the Indemnifying Parties prompt notice hereunder. So long as the Indemnifying Parties are defending any such action actively and in good faith, the Indemnified Parties shall not settle such action. The Indemnified Parties shall make available to the Indemnifying Parties all relevant records and other relevant materials required by them and in the possession or under the control of the Indemnified Parties, for the use of the Indemnifying Parties and their representatives in defending any such action, and shall in other respects give reasonable cooperation in such defense.

(e) Failure to Defend. If the Indemnifying Parties, promptly after receiving a Notice of Claim, fail to defend such Third Party Claim actively and in good faith, the Indemnified Parties, at the reasonable cost and expense of Indemnifying Parties, will (upon further written notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim as it may determine in its reasonable discretion, provided that the Indemnifying Parties shall have the right to approve any settlement, which approval will not be unreasonably withheld, delayed or conditioned.

(f) Indemnified Parties’ Rights. Anything in this Section 7.2 to the contrary notwithstanding, the Indemnifying Parties shall not, without the written consent of the Indemnified Parties, settle or compromise any action or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Parties of a full and unconditional release from all liability and obligation in respect of such action without any payment by the Indemnified Parties.

(g) Indemnifying Parties Consent. Unless the Indemnifying Parties have consented to a settlement of a Third Party Claim, the amount of the settlement shall not be a binding determination of the amount of the Loss and such amount shall be determined in accordance with the provisions of the Escrow Agreement.

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7.3 Insurance Effect. To the extent that any Losses that are subject to indemnification pursuant to this Article VII are covered by insurance paid for by the Indemnified Parties prior to or after the Closing, the Indemnified Parties shall use commercially reasonable best efforts to obtain the maximum recovery under such insurance; provided that the Indemnified Parties shall nevertheless be entitled to bring a claim for indemnification under this Article VII in respect of such Losses and the time limitations set forth in Section 7.4 hereof for bringing a claim of indemnification under this Agreement shall be tolled during the pendency of such insurance claim. The existence of a claim by the Indemnified Parties for monies from an insurer or against a third party in respect of any Loss shall not, however, delay any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by the Indemnifying Parties. If the Indemnified Parties have received the payment required by this Agreement from the Indemnifying Parties in respect of any Loss and later receive proceeds from insurance or other amounts in respect of such Loss, then it shall hold such proceeds or other amounts in trust for the benefit of the Indemnifying Parties and shall pay to the Indemnifying Parties, as promptly as practicable after receipt, a sum equal to the amount of such proceeds or other amount received, up to the aggregate amount of any payments received from the Indemnifying Parties pursuant to this Agreement in respect of such Loss. Notwithstanding any other provisions of this Agreement, it is the intention of the parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claims for which it is obligated.

7.4 Limitations on Indemnification.

(a) Survival: Time Limitation.

(i) The representations, warranties, covenants and agreements of the Company, the Controlling Persons or the Optionholders in this Agreement or in any writing delivered by the Company, the Controlling Persons or Optionholders (or by the Representative on their behalf) to GGAC in connection with this Agreement (including the certificate required to be delivered by the Company pursuant to Section 6.3(a) hereof) shall survive the Closing for the period that ends on the Basic Indemnity Escrow Termination Date (the “Basic Survival Period”), except that the right of GGAC Indemnified Parties to bring (i) Tax Indemnification Claims shall survive the Closing for the period that ends on the Tax Escrow Termination Date (the “Tax Survival Period”) and (ii) claims for the breach of the representations and warranties in Sections 1.8(c)(iv), 2.3, and 2.4 hereof shall survive without limitation as to time.

(ii) The representations, warranties, covenants and agreements of GGAC in this Agreement or in any writing delivered by GGAC to the Company in connection with this Agreement (including the certificate required to be delivered by GGAC pursuant to Section 6.2(a) hereof) shall survive the Closing for the Basic Survival Period, except that the right of the Company Indemnified Parties to bring claims for the breach of the representations and warranties in Sections 3.3 and 3.4 hereof shall survive without limitation as to time.

(b) Any indemnification claim made by an Indemnified Party prior to the termination of the Basic Survival Period or the Tax Survival Period (each a “Survival Period”), as the case may be, shall be preserved despite the subsequent termination of such Survival Period and any claim set forth in a Notice of Claim sent prior to the expiration of such Survival Period shall survive until final resolution thereof. Except as set forth in the immediately preceding sentence, no claim for indemnification under this Article VII shall be brought after the end of the Survival Period or the Tax Survival Period, as the case may be.

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(c) Deductible. No amount shall be payable by the Indemnifying Parties under this Article VII unless and until the aggregate amount of all indemnifiable Losses otherwise payable by such Indemnifying Parties exceeds $600,000 (the “Deductible”), in which event the amount payable shall be the full amount (and not just the amount in excess of the amount of the Deductible), and, subject to the limitations set forth in Section 7.4(d) hereof, all future amounts that become payable under Section 7.1 hereof from time to time thereafter. With respect to any claim as to which the Indemnified Party may be entitled to indemnification, the Indemnifying Party shall not be liable for any individual or series of related Losses which do not exceed $30,000, provided that such Losses shall be counted toward the Deductible. Notwithstanding the foregoing, the Deductible shall not apply to Losses that arise out of (i) with respect to claims for indemnification by the GGAC Indemnified Parties, (A) a breach of the representations and warranties in Sections 1.8(c)(iv), 2.3 or 2.4, or (B) a Tax Indemnification Claim, or (ii) with respect to claims for indemnification by the Company Indemnified Parties, a breach of the representations and warranties in Sections 3.3 or 3.4, all of which shall be indemnifiable as to all Losses that so arise from the first dollar thereof.

(d) Aggregate Amount Limitation.

(i) Except with respect to a breach of the representations and warranties in Sections 1.8(c)(iv), 2.3 and 2.4 hereof, the aggregate liability of the Company Indemnifying Parties for Losses pursuant to Section 7.1(a) hereof shall not in any event exceed the Escrow Shares in the case of Basic Indemnity Claims or the Tax Indemnity Shares in the case of Tax Indemnity Claims and GGAC Indemnified Parties shall have no claim against the Company Indemnifying Parties other than for any of such Escrow Shares (and any proceeds of the shares or distributions with respect to the Escrow Shares). Notwithstanding anything to the contrary herein, the maximum liability of each Company Indemnifying Party to the GGAC Indemnified Parties (including, without limitation, with respect to a breach of the representations and warranties set forth in Sections 1.8(c)(iv), 2.3, and 2.4 hereof) shall be limited to returning up to 100% of the Investment Consideration received by such Company Indemnifying Party pursuant to the provisions of Section 1.1 hereof and, in the case of the Controlling Persons, paying up to 100% of such Controlling Person’s pro rata share, based on the number of GGAC Ordinary Shares received pursuant to Section 1.1 hereof, of the Capital Contribution.

(ii) The aggregate liability of the GGAC Indemnified Parties for Losses pursuant to Section 7.1(b) hereof shall not in any event exceed a number of newly issued GGAC Ordinary Shares equal to the number of Escrow Shares.

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7.5 Exclusive Remedy. GGAC, on behalf of itself and the other GGAC Indemnified Parties, and Controlling Persons and the Optionholders, on behalf of the themselves and the other Company Indemnified Parties, hereby acknowledge and agree that, from and after the Closing, the sole remedy of the Indemnified Parties with respect to any and all claims for money damages arising out of or relating to this Agreement shall be pursuant and subject to the requirements of the indemnification provisions set forth in this Article VII. Notwithstanding any of the foregoing, nothing contained in this Article VII shall in any way impair, modify or otherwise limit a Indemnified Parties right to bring any claim, demand or suit against the other party based upon such other party’s actual fraud or intentional or willful misrepresentation or omission, it being understood that a mere breach of a representation and warranty, without intentional or willful misrepresentation or omission, does not constitute fraud.

7.6 Adjustment to Investment Consideration and Capital Contribution. Amounts paid for indemnification under Article VII shall be deemed to be an adjustment to the Investment Consideration and Capital Contribution, except as otherwise required by law.

7.7 Representative Capacities; Application of Escrow Shares. The parties acknowledge that all actions required or permitted to be taken by the Controlling Persons or the Optionholders in their roles as Company Indemnified Parties or Company Indemnifying Parties under this Article VII shall be taken by the Representative on behalf of such Persons. The Representative’s obligations under this Article VII are solely as a representative of the Controlling Persons and the Optionholders in the manner set forth in this Agreement and the Escrow Agreement with respect to the obligations to indemnify the GGAC Indemnified Parties or the right to be indemnified by the GGAC Indemnifying Parties under this Article VII and that the Representative shall have no personal responsibility for any expenses incurred by him in such capacity and that all payments to GGAC Indemnified Parties as a result of such indemnification obligations shall be made solely from, and to the extent of, the Escrow Shares. The parties further acknowledge that all actions required or permitted to be taken by GGAC or the Surviving Corporation in their roles as GGAC Indemnified Parties or GGAC Indemnifying Parties under this Article VII shall be taken by the Committee on behalf of such Persons. The Committee’s obligations under this Article VII are solely as a representative of the GGAC and the Surviving Corporation in the manner set forth in this Agreement and the Escrow Agreement with respect to the obligations to indemnify the Company Indemnified Parties or the right to be indemnified by the Company Indemnifying Parties under this Article VII and that the Committee shall have no personal responsibility for any expenses incurred by it in such capacity and that all payments to Company Indemnified Parties as a result of such indemnification obligations shall be made solely from, and to the extent of, a number of newly issued GGAC Ordinary Shares equal to the number of Escrow Shares. Out-of-pocket expenses of the Representative and the Committee for attorneys’ fees and other costs shall be borne in the first instance by GGAC and the Controlling Persons, respectively, either of whom may make a claim for reimbursement thereof against the Escrow Shares or such newly issued GGAC Ordinary Shares upon the claim with respect to which such expenses are incurred becoming an Established Claim (as defined in the Escrow Agreement). The Escrow Agent, pursuant to the Escrow Agreement after the Closing, may apply all or a portion of the Escrow Shares to satisfy any claim by the GGAC Indemnified Parties for indemnification pursuant to this Article VII. The value of the Escrow Shares shall be determined in accordance with the Escrow Agreement. The Escrow Agent will hold the remaining portion of the Escrow Shares until final resolution of all claims for indemnification or disputes relating thereto. The value of any newly issued GGAC Ordinary Shares shall be determined in accordance with the Escrow Agreement as if such shares were Escrow Shares.

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7.8 Tax Benefits. The amount of any Losses for which indemnification is provided shall be reduced by any net Tax benefit to such Indemnified Party and its Affiliates, to the extent realized by such party as a result of such Losses, including the present value (determined by discounting at 8%) of the benefit arising from an increase in the Tax basis of assets, net of any Tax costs incurred by the Indemnified Party as a result of the receipt of the indemnification payments hereunder. In calculating the amount of net Tax benefit, the Indemnified Party and its Affiliates shall be presumed to pay Taxes at a forty percent (40%) Tax rate. The Indemnified Party shall provide the Indemnifying Party with such documentation as may be reasonably requested in order to ascertain or confirm the amount of any net Tax benefit or net Tax cost referred to herein.

7.9 Mitigation. An Indemnified Party shall use commercially reasonably efforts to mitigate Losses suffered, incurred or sustained by it arising out of any matter for which it is entitled to indemnification hereunder; provided that no Indemnified Party shall be required to (i) take any action or refrain from taking any action that is contrary to any applicable Contract, order or law binding on it or any Affiliate thereof or (ii) incur any out-of-pocket expense in connection with such mitigation (other than de minimus incidental expenses).

Article VIII
TERMINATION

8.1 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written agreement of GGAC and the Controlling Persons at any time;

(b) by either GGAC or the Controlling Persons if the Contributions shall not have been consummated by December 15, 2015 (“Outside Date”) for any reason, provided that the Outside Date shall be automatically extended for two (2) additional successive 30-day periods, in case the Contributions are not consummated for any reason; provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Contributions to occur on or before such date and such action or failure to act constitutes a breach of this Agreement. For the avoidance of doubt, in the event the Agreement is terminated, none of the Controlling Persons, Optionholders or the Company or their respective Affiliates shall have any liability to GGAC or its Affiliates for the failure to obtain any Release Letters or any consents of third parties hereunder other than for reimbursement of expenses pursuant to Section 8.3(a);

(c) by either GGAC or the Controlling Persons if a Governmental Entity shall have issued an order, decree, judgment or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Contributions, which order, decree, judgment, ruling or other action is final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 8.1(c) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in such order, decree, judgment, ruling or other action being final and nonappealable;

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(d) by the Controlling Persons, upon a material breach of any representation, warranty, covenant or agreement on the part of GGAC set forth in this Agreement, or if any representation or warranty of GGAC shall have become untrue, in either case such that the conditions set forth in Article VI hereof would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such breach or inaccuracy is curable by GGAC prior to the Closing Date, then the Controlling Persons may not terminate this Agreement under this Section 8.1(d) for thirty (30) days after delivery of written notice from the Company to GGAC of such breach or inaccuracy, provided GGAC continues to exercise commercially reasonable best efforts to cure such breach or inaccuracy (it being understood that the Controlling Persons may not terminate this Agreement pursuant to this Section 8.1(d) if it shall have materially breached this Agreement or if such breach or inaccuracy is cured by GGAC during such thirty (30) day period);

(e) by GGAC, upon a material breach of any representation, warranty, covenant or agreement on the part of the Company, the Controlling Persons or the Optionholders set forth in this Agreement, or if any representation or warranty of the Company, the Controlling Persons or the Optionholders shall have become untrue, in either case such that the conditions set forth in Article VI hereof would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such breach or inaccuracy is curable by the Company prior to the Closing Date, then GGAC may not terminate this Agreement under this Section 8.1(e) for thirty (30) days after delivery of written notice from GGAC to the Company of such breach or inaccuracy, provided the Company continues to exercise commercially reasonable best efforts to cure such breach or inaccuracy (it being understood that GGAC may not terminate this Agreement pursuant to this Section 8.1(e) if it shall have materially breached this Agreement or if such breach or inaccuracy is cured by the Company during such thirty (30) day period);

(f) by either GGAC or the Controlling Persons, if, at the Extraordinary General Meeting (including any adjournments thereof), the GGAC Shareholder Approval is not obtained, or GGAC will have less than $5 million of net tangible assets following the exercise by the holders of GGAC Ordinary Shares issued in GGAC’s initial public offering of their rights to convert the GGAC Ordinary Shares held by them into cash in accordance with GGAC’s Charter Documents.

8.2 Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 hereof will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or 8.1(e) hereof and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.1 hereof, this Agreement shall be of no further force or effect and the Contributions shall be abandoned, except for and subject to the following: (i) Sections 5.6, 5.10, 8.2 and 8.3 and Article X (General Provisions) hereof shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any breach of this Agreement, including a breach by a party electing to terminate this Agreement pursuant to Section 8.1(b) hereof caused by the action or failure to act of such party constituting a principal cause of or resulting in the failure of the Contributions to occur on or before the date stated therein.

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8.3 Fees and Expenses. Except as otherwise specifically provided in this Agreement, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses whether or not the transactions contemplated hereby are effected and consummated. Notwithstanding the foregoing sentence, (a) if all of the conditions set forth in Section 6.1 and Section 6.2 hereof have been satisfied, but any of the conditions set forth in Section 6.3(d), Section 6.3(m) or Section 6.3(p) hereof have not been satisfied and this Agreement is terminated by GGAC, the Company shall pay all reasonable and documented out of pocket fees and expenses incurred by GGAC in connection with this Agreement up to a maximum of $500,000, which shall be the sole liability of the Company, the Controlling Persons and the Optionholders for any failure to obtain the Release Letters or any third party consents.

Article IX
DEFINED TERMS

Terms defined in this Agreement are organized alphabetically as follows, together with the Section and, where applicable, paragraph, number in which definition of each such term is located:

Term		Section
Accounting Firm		Section 1.1(e)(iii)
Actual EBITDA Amount		Section 1.1(e)(i)
Additional GGAC SEC Reports		Section 5.4(c)
Agreement		Preamble
Approvals		Section 2.1(a)
Audited Financial Statements		Section 2.7(a)
Basic Indemnity Escrow Termination Date		Section 1.6
Basic Survival Period		Section 7.4(a)(i)
Blue Sky Laws		Section 1.8(a)(ii)
Brazilian GAAP		Section 1.1(e)(iv)
CADE		Section 2.23
Capital Contribution		Section 1.1(d)
Charter Amendments		Section 5.1(b)
Charter Documents		Section 2.1(a)
Closing		Section 1.2(a)
Closing Date		Section 1.2(a)
Closing Form 8-K		Section 5.4(b)
Closing Press Release		Section 5.4(b)
Code		Section 1.4
Committee		Section 1.7(a)
Companies Law		Section 5.1(c)
Company		Preamble
Company Closing Certificate		Section 6.3(a)
Company Contracts		Section 2.19(a)
Company Indemnified Parties		Section 7.1(b)
Company Indemnifying Parties		Section 7.1(a)

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Term		Section
Company Intellectual Property		Section 2.18(a)(ii)
Company New Shares		Section 1.1(d)
Company Options		Section 2.3(a)
Company Ordinary Shares		Recitals
Company Products		Section 2.18(a)(v)
Company Registered Intellectual Property		Section 2.18(a)(iv)
Company Schedule		Article II
Continental		Section 1.6
Contributions		Section 1.1(d)
Controlling Person Affiliates		Recitals
Controlling Persons		Preamble
Copyrights		Section 2.18(a)(i)
Corporate Records		Section 2.1(c)
Deductible		Section 7.4(c)
Disclosure Schedules		Section 5.11
Disputing Party		Section 1.1(e)(iii)
Disqualification Event		Section 1.8(a)(iv)
EBITDA		Section 1.1(e)(iv)
EBITDA Adjustment		Section 1.1(e)(i)
EBITDA Shares		Section 1.1(e)(i)
EBITDA Variance		Section 1.1(e)(i)
Environmental Law		Section 2.16(b)
Equity Contributions		Section 1.1(b)
Escrow Account		Section 1.6
Escrow Agent		Section 1.6
Escrow Agreement		Section 1.6
Escrow Shares		Section 1.6
Estimated EBITDA Amount		Section 1.1(e)(i)
Exchange Act		Section 1.8(a)(ii)
Extraordinary General Meeting		Section 5.1(b)
Final Prospectus		Section 5.10
General Shareholders Meeting		Section 5.27
GGAC		Preamble
GGAC Board		Section 5.24
GGAC Closing Certificate		Section 6.2(a)
GGAC Contracts		Section 3.19(a)
GGAC Indemnified Parties		Section 7.1(a)
GGAC Indemnifying Parties		Section 7.1(b)
GGAC Ordinary Shares		Section 1.1(a)
GGAC Plan		Section 5.1(b)
GGAC Preferred Shares		Section 3.3(a)
GGAC Schedule		Article III
GGAC SEC Reports		Section 3.7(a)
GGAC Shareholder Approval		Section 5.1(b)

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Term		Section
Governmental Action/Filing		Section 2.21(b)
Governmental Entity		Section 1.8(a)(ii)
Hazardous Substance		Section 2.16(c)
Indemnified Parties		Section 7.1(d)
Indemnifying Parties		Section 7.1(d)
Insider		Section 2.19(a)(i)
Insurance Policies		Section 2.20
Intellectual Property		Section 2.18(a)(i)
Investment Consideration		Section 1.1(b)
Irrevocable Instructions		Section 5.22
Item of Dispute		Section 1.1(e)(iii)
Lock-Up Agreement		Section 1.9
Losses		Section 7.1(c)
Material Company Contracts		Section 2.19(a)
Nasdaq		Section 3.23
Non-Disputing Party		Section 1.1(e)(iii)
Notice of Claim		Section 7.2(a)
Open Market Purchases		Section 5.25
Option Consideration		Section 1.1(b)
Option Contribution		Section 1.1(b)
Option Shares		Recitals
Optionholders		Preamble
Outside Date		Section 8.1(b)
Outstanding Shares		Recitals
Patents		Section 2.18(a)(i)
Personal Property		Section 2.14(b)
Plan		Section 2.11(a)
Plans		Section 2.11(a)
Private Placement		Section 5.2
Private Placement Memorandum		Section 5.2
Proxy Statement		Section 5.1(b)
Registered Intellectual Property		Section 2.18(a)(iii)
Registration Rights Agreement		Section 5.8
Release Letters		Section 5.26
Reorganization		Recitals
Representative		Section 1.7(b)
Reviewable Document		Section 5.5(a)
SEC		Section 1.8(a)(ix)
Securities Act		Section 1.8(a)(ii)
Share Consideration		Section 1.1(a)
Share Contribution		Section 1.1(a)
Shares		Recitals
Signing Form 8-K		Section 5.4(a)
Signing Press Release		Section 5.4(a)

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Term		Section
Subsidiaries		Section 2.2(a)
Survival Period		Section 7.4(b)
Surviving Corporation		Preamble
Tax		Section 2.15(a)
Tax Indemnification Claim		Section 1.6
Tax Indemnity Escrow Termination Date		Section 1.6
Tax Indemnity Shares		Section 1.6
Tax Return		Section 2.15(a)
Tax Survival Period		Section 7.4(a)(i)
Taxable		Section 2.15(a)
Taxes		Section 2.15(a)
Third Party Claim		Section 7.2
Trademarks		Section 2.18(a)(i)
Trust Fund		Section 3.25
Unaudited Financial Statements		Section 5.1(a)(ii)
Waivers		Section 5.32

Article X
GENERAL PROVISIONS

10.1 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or sent via email or telecopy to the parties at the following addresses or telecopy numbers (or at such other address or telecopy numbers for a party as shall be specified by like notice):

	if to GGAC, to:	Garnero Group Acquisition Corp.
		Av. Brig. Faria Lima
		1485 - 19 Andar
		Brasilinvest Plaza, CEP 01452-002
		São Paulo, Brasil
		Attention: Mario Garnero
		Telephone: (55) 1130947970
		Telecopy: (55) 1138167471
		E-mail: mg@garnerogroup.com

	with a copy to:	David Alan Miller, Esq.
		Graubard Miller
		405 Lexington Avenue
		New York, New York 10174-1901
		Telephone: 212-818-8880
		Telecopy: 212-818-8881
		Email: dmiller@graubard.com

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	if to the Company, to:	Q1 Comercial de Roupas S.A.
		Rua São Tomé 119, 3 Andar, Vila Olímpia
		São Paulo-SP
		Attention: Alvaro Jabur Maluf Junior
		Telephone: 55 11 3048 0701
		Telecopy: 55 11 3048 0701
		E-mail: alvaro@grupocolombo.com.br

	with a copy to:	McDermott, Will & Emery LLP
		340 Madison Avenue
		New York, NY 10173-1922
		Attention: Robert Cohen, Esq. and Meir A. Lewittes, Esq.
		Telephone: +1 (212) 547-5885 / +1 (212) 547-5351
		Telecopy: +1 (212) 547 5444
		E-mail: rcohen@mwe.com / mlewittes@mwe.com

	Also with a copy to:	Souza Cescon Barrieu & Flesch Advogados
		Rua Funchal, 418, 10º andar, Vila Olimpia
		São Paulo - SP
		Attention: Joaquim Oliveira
		Telephone: 55 11 3089-6508
		Telecopy: 55 11 3089-6500
		E-mail: Joaquim.oliveira@scbf.com.br

	if to the Controlling Persons or the Optionholders, to:	The address set forth for each such person on Schedule 1.1(a) hereto

	with a copy to:	Souza Cescon Barrieu & Flesch Advogados
		Rua Funchal, 418, 10º andar, Vila Olimpia
		São Paulo – SP
		Attention: Joaquim Oliveira
		Telephone: 55 11 3089-6508
		Telecopy: 55 11 3089-6500
		E-mail: Joaquim.oliveira@scbf.com.br

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10.2 Interpretation. The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context shall require, any pronoun shall include the corresponding masculine, feminine and neuter forms. When a reference is made in this Agreement to an Exhibit or Schedule, such reference shall be to an Exhibit or Schedule to this Agreement unless otherwise indicated. When a reference is made in this Agreement to Sections or subsections, such reference shall be to a Section or subsection of this Agreement. Unless otherwise indicated the words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When reference is made herein to “the business of” an entity, such reference shall be deemed to include the business of all direct and indirect subsidiaries of such entity. Reference to the subsidiaries of an entity shall be deemed to include all direct and indirect subsidiaries of such entity. For purposes of this Agreement:

(a) the term “Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise;

(b) the term “Material Adverse Effect” when used in connection with a Person means any change, event, violation, inaccuracy, circumstance or effect, individually or when aggregated with other changes, events, violations, inaccuracies, circumstances or effects, that is materially adverse to the business, assets (including intangible assets), revenues, financial condition or results of operations of such entity, it being understood that no changes, events, violations, inaccuracies, circumstances or effects arising out of or relating to the following, alone or in combination, shall be deemed or taken into account in determining a Material Adverse Effect: (i) the public announcement or pendency of this Agreement or the transactions contemplated hereby; (ii) any economic, credit, capital, securities or financial markets or any social, regulatory or political conditions in the United States or Brazil or elsewhere in the world, including with respect to interest rates or currency exchange rates; (iii) any act of God, hurricane, tornado, flood, volcano, earthquake or other natural or manmade disaster; (iv) any proposal, enactment or change in interpretation of, or other change in, applicable law, U.S. GAAP, Brazilian GAAP (or equivalent accounting practice in any other jurisdiction) or governmental policy; (v) general conditions in the industries in which a Person operates; (vi) the failure, in and of itself, of a Person to meet any internal or published projections, forecasts, estimates or predictions in respect of revenue, earnings or other financial or operating metrics before, on or after the date of this Agreement, or changes in the credit rating of a Person; and (vii) any action taken or omitted to be taken by a party hereto at the other party’s direction or written request or otherwise required to be taken or omitted to be taken by this Agreement, provided further, that the exceptions in clauses (ii)-(v) above shall not apply to the extent (if any) that the impact of such change, event, circumstance or effect is disproportionately adverse to such Person, relative to other companies in any industry in which such Person operates;

(c) the term “knowledge” means the actual knowledge or awareness as to a specified fact or event and, with respect to any entity, “knowledge” of any of its directors or managers, principal executive officers;

(d) the term “Legal Requirements” means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity;

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(e) the term “Lien” means any mortgage, pledge, security interest, encumbrance, lien, restriction or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof, any sale with recourse against the seller or any Affiliate of the seller, or any agreement to give any security interest), other than for taxes not yet due and payable or being contested in good faith;

(f) the term “Person” shall mean any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Entity; and

(g) all monetary amounts set forth herein are referenced in United States dollars, unless otherwise noted.

10.3 Counterparts; Facsimile Signatures. This Agreement and each other document executed in connection with the transactions contemplated hereby, and the consummation thereof, may be executed in one or more counterparts, all of which shall be considered one and the same document and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart. Delivery by email or facsimile to counsel for the other party of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.

10.4 Entire Agreement; Third Party Beneficiaries. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Exhibits and Schedules hereto (a) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, it being understood that the letter of intent between GGAC and the Company dated May 28, 2015 is hereby terminated in its entirety and shall be of no further force and effect (except to the extent expressly stated to survive the execution of this Agreement and the consummation of the transactions contemplated hereby); and (b) are not intended to confer upon any other person any rights or remedies hereunder (except as specifically provided in this Agreement).

10.5 Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

10.6 Other Remedies; Specific Performance. Except as otherwise provided herein, including pursuant to Section 7.5 hereof, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

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10.7 Governing Law. This Agreement shall be governed by and construed in accordance with the law of New York regardless of the law that might otherwise govern under applicable principles of conflicts of law thereof.

10.8 Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

10.9 Assignment. No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties. Subject to the first sentence of this Section 10.9, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

10.10 Amendment. This Agreement may be amended by the parties hereto at any time prior to the Closing Date by execution of an instrument in writing signed on behalf of each of the parties; provided that the Controlling Persons may amend Schedule 1.1(a) hereto as necessary to account for changes in the ownership of GGAC Ordinary Shares as a result of the Reorganization, without the consent of any other party. After the Closing Date, this Agreement may be amended only with the consent of the Representative and the Committee.

10.11 Extension; Waiver. At any time prior to the Closing, any party hereto may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. Delay in exercising any right under this Agreement shall not constitute a waiver of such right.

10.12 VENUE; CONSENT TO JURISDICTION AND SERVICE OF PROCESS. In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result in the application of the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising out of or relating in any way to this Agreement shall be resolved through final and binding arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution (“ICDR”) of the American Arbitration Association (“AAA”). The arbitration shall be brought before the ICDR’s offices in New York City, New York, will be conducted in English and will be decided by a panel of three arbitrators. Each party shall select one arbitrator and the parties shall jointly agree on the third arbitrator who shall be the chairman and who shall not be a citizen of the U.S. or Brazil. If the parties fail to agree on a chairman within 20 days of confirmation of the second arbitrator, then such chairman shall be named by the ICDR. The arbitrator panel’s decision shall be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators and arbitration services shall be borne as directed by the arbitrators. Each of the Company, the Controlling Persons and the Optionholders hereby appoint, without power of revocation, Souza Cescobn Barrieu & Flesch Advogados, located at Rua Funchal, 418, 10º andar, Vila Olimpia, São Paulo, SP, Brazil, Fax No.: 55 11 3089-6500, E-mail: joaquim.oliveira@scbf.com.br, Attn: Joaquim Oliveira, as their respective agent to accept and acknowledge on their behalf service of any and all process which may be served in any arbitration, action, proceeding or counterclaim in any way relating to or arising out of this Agreement. The Company, the Controlling Persons and Optionholders further agree to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of the Effective Date.

[THE SIGNATURE PAGES FOLLOW.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

	GARNERO GROUP ACQUISITION COMPANY

	By:	/s/ Mario Garnero
	Name:	Mario Garnero
	Title:	Chief Executive Officer

	Q1 COMERCIAL DE ROUPAS S.A.

	By:	/s/ Alvaro Jabur Maluf, Jr.
	Name:	Alvaro Jabur Maluf, Jr.
	Title:	Chief Executive Officer

	By:	/s/ Paolo Jabur Maluf
	Name:	Paolo Jabur Maluf
	Title:	Executive Vice President

	CONTROLLING PERSONS:

	/s/ Alvaro Jabur Malur, Jr.
	Alvaro Jabur Maluf, Jr.

	/s/ Paolo Jabur Maluf
	Paulo Jabur Maluf

	OPTIONHOLDERS:

	/s/ Thiago Chaves Ribeiro
	Thiago Chaves Ribeiro

	/s/ Denis Nieto Piovezan
	Denis Nieto Piovezan

	/s/ Marina Balaban Spiero
	Marina Balaban Spiero

[investment agreement signature page]

Exhibit 10.1

LOCK-UP AGREEMENT

August 26, 2015

Garnero Group Acquisition Company

Av. Brig. Faria Lima

1485-19 Andar

Brasilinvest Plaza, CEP 01452-002

São Paulo, Brasil

Ladies and Gentlemen:

Reference is hereby made to the Investment Agreement (the “Investment Agreement”), dated as of August 26, 2015, by and among Garnero Group Acquisition Company, a Cayman Islands company (“GGAC”), Q1 Comercial de Roupas S.A., a Brazilian company, Alvaro Jabur Maluf Junior, Paulo Jabur Maluf and the persons listed under the caption “Optionholder” on the signature pages thereto. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Investment Agreement.

In order to induce the parties to consummate the transactions contemplated by the Investment Agreement, the undersigned agrees not to, either directly or indirectly, during the “Restricted Period” (as hereinafter defined):

(1)

sell or offer or contract to sell or offer, grant any option or warrant for the sale of, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of (all being referred to as a “Transfer”) any legal or beneficial interest in any GGAC Ordinary Shares, issued to the undersigned in connection with the Investment Agreement (the “Restricted Securities”);

(2)

enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any of the Restricted Securities, whether such swap transaction is to be settled by delivery of any Restricted Securities or other securities of any person, in cash or otherwise; or

(3)

publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any of the Restricted Securities.

As used herein, “Restricted Period” means the period commencing on the Closing Date and ending (1) with respect to 50% of the GGAC Ordinary Shares issued to the undersigned, the earlier of one year after the Closing Date and the date on which the closing price of the GGAC Ordinary Shares equals or exceeds $13.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Closing Date and (2) with respect to the remaining 50% of the GGAC Ordinary Shares issued to the undersigned, one year after the Closing Date, or earlier, in either case, if, subsequent to the Closing Date, GGAC consummates a liquidation, merger, stock exchange or other similar transaction which results in all of its shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Notwithstanding the foregoing limitations, the undersigned may, either during the undersigned’s lifetime or upon the undersigned’s death, Transfer any or all of the Restricted Securities, (i) in a transaction that does not involve a public offering (as such term is used in the Federal securities laws of the United States) and is not made through a securities exchange or an over-the-counter securities market; (ii) by gift, will or intestate succession, judicial decree or other transfer to the undersigned’s Family Members (as defined below) or to a trust, corporation, partnership, limited liability company or similar entity, the beneficiaries, stockholders, partners, members or other equity holders of which are the undersigned or the undersigned’s Family Members or a charitable organization; (iii) pursuant to a qualified domestic relations order; or (iv) to Affiliates of the undersigned or any investment fund or entity controlled or managed by the undersigned or its Affiliates, including, without limitation, if the undersigned is a corporation, partnership, limited liability company or other business entity, a distribution of securities to partners, members, stockholders or other equity holders of the undersigned; provided, however, that in each and any such event it shall be a condition to the Transfer that the transferee executes a lock-up agreement with terms and restrictions no less restrictive than the provisions of this Lock-Up Agreement. For purposes of this Lock-Up Agreement, “Family Member” shall mean spouse, lineal descendants, stepchildren, father, mother, brother or sister of the transferor or of the transferor’s spouse.

Nothing in this Lock-Up Agreement shall prevent the establishment by the undersigned of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Securities Exchange Act of 1934, as amended; provided that it shall be a condition to the establishment of any such Plan that no sales of GGAC’s share capital shall be made pursuant to such a plan prior to the expiration of the Restricted Period; and provided, further, such a Plan may only be established if no public announcement of the establishment or the existence thereof, and no filing with the U.S. Securities and Exchange Commission or any other regulatory authority shall be required or shall be made voluntarily by the undersigned, GGAC or any other person, prior to the expiration of the Restricted Period.

Any of the Restricted Securities subject to this Lock-Up Agreement may be released, from time to time, in whole or part from the terms hereof upon the consent of the Committee.

GGAC hereby represents and warrants to the undersigned that the lock-up restrictions set forth herein are no more restrictive to the undersigned than those lock-up restrictions applicable to Mario Garnero, Javier Martin Riva, John Tonelli, Corrado Clini and Nelson Narcisco Filho (collectively, the “Sponsors”) in that certain Share Escrow Agreement, dated as of June 25, 2014, by and among GGAC, the Sponsors and Continental Stock Transfer & Trust Company, as escrow agent (the “Sponsor Lock-Up Restrictions”).

If any Sponsor is granted early release from its Sponsor Lock-Up Restrictions during the applicable restricted period, then the undersigned shall also be granted an early release upon similar terms and conditions from its obligations hereunder on a pro-rata basis based on the maximum percentage of GGAC Ordinary Shares held by such Sponsor which are being released. In the event that any such Sponsor’s Sponsor Lock-Up Restrictions are otherwise amended, waived or modified in a manner that makes the lock-up restrictions set forth herein more restrictive to the undersigned than the Sponsor Lock-Up Restrictions, this Lock-Up Agreement shall be promptly amended to be no more restrictive to the undersigned than such amended, waived or modified Sponsor Lock-Up Restrictions. GGAC shall use reasonable efforts to provide at least ten days’ prior written notice to the undersigned upon the occurrence of any of the foregoing.

The undersigned hereby authorizes GGAC’s transfer agent to apply to any certificates representing Restricted Securities issued to the undersigned the appropriate legend to reflect the existence and general terms of this Lock-Up Agreement.

This Lock-Up Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, assigns and legal representatives, and shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein. All disputes arising under this Agreement shall be handled in accordance with Section 10.12 of the Investment Agreement.

[Signature page follows]

	Very Truly Yours,


	Signature

	Name:

	Address:

ACKNOWLEDGED AND AGREED BY:

GARNERO GROUP ACQUISITION COMPANY

By:
	Name:
	Title:

Exhibit 10.2

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of ________, 2015, by and among Garnero Group Acquisition Company, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and the parties named on the Schedule of Investors attached hereto.

WHEREAS, the Company and certain of the Holders (as defined below) are parties to that certain Registration Rights Agreement dated as of June 25, 2014 (the “Prior Agreement”);

WHEREAS, certain of the Holders are acquiring, on or about the date hereof, ordinary shares, par value $0.0001, of the Company (the “Ordinary Shares”) pursuant to that certain Investment Agreement (the “Investment Agreement”), dated as of August 26, 2015, by and among the Company, Q1 Comercial de Roupas S.A., a Brazilian company, Alvaro Jabur Maluf Junior, Paulo Jabur Maluf and the persons listed under the caption “Optionholder” on the signature pages thereto; and

WHEREAS, the parties to the Prior Agreement desire to amend and restate the Prior Agreement to provide for the terms and conditions included herein and to include the recipients of Ordinary Shares pursuant to the Investment Agreement.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

CERTAIN DEFINITIONS.

As used in this Agreement, in addition to the terms defined elsewhere in this Agreement, the following terms shall have the following respective meanings:

“Affiliate” of any Person means any other Person controlled by, controlling or under common control with such Person; provided that the Company and its subsidiaries shall not be deemed to be Affiliates of any Holder of Registrable Securities. As used in this definition, “control” (including, with its correlative meanings, “controlling,” “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise). With respect to any Person who is an individual, “Affiliates” shall also include, without limitation, any member of such individual’s Family Group.

“Agreement” has the meaning specified in the Preamble.

“Automatic Shelf Registration Statement” means an automatic shelf registration statement (as defined in Rule 405 under the Securities Act).

“Business Combination Registrable Securities” has the meaning specified in Section 3.2.

“Business Day” means any day other than a day on which the SEC is closed.

“Company” has the meaning specified in the Preamble.

“End of Suspension Notice” has the meaning specified in Section 2.3(b).

“Family Group” means, with respect to a Person who is an individual, (i) such individual’s spouse and descendants (whether natural or adopted) (collectively, for purposes of this definition, “relatives”), (ii) such individual’s executor or personal representative, (iii) any trust, the trustee of which is such individual or such individual’s executor or personal representative and which at all times is and remains solely for the benefit of such individual and/or such individual’s relatives, (iv) any corporation, limited partnership, limited liability company or other tax flow-through entity the governing instruments of which provide that such individual or such individual’s executor or personal representative shall have the exclusive, nontransferable power to direct the management and policies of such entity and of which the sole owners of stock, partnership interests, membership interests or any other equity interests are limited to such individual, such individual’s relatives and/or the trusts described in clause (iii) above, and (v) any retirement plan for such individual.

“GGAC Founder Registrable Securities” mean the Registrable Securities received by the GGAC Founders in transactions prior to or concurrently with the Company’s initial public offering (including the closing of the over-allotment option) or upon conversion of working capital loans made to the Company.

“GGAC Founders” mean Mario Garnero, Javier Martin Riva, John Tonelli, Amir Adnani, Nelson Narciso Filho and EarlyBirdCapital, Inc. or any designee thereof.

“Holder” means a holder of Registrable Securities.

“Indemnified Party” has the meaning specified in Section 7.3.

“Indemnifying Party” has the meaning specified in Section 7.3.

“Initial Shares” means the Ordinary Shares of the Company issued prior to the consummation of the Company’s initial public offering.

“Investment Agreement” has the meaning specified in the Recitals.

“Lock-Up Period” has the meaning ascribed to such term in the Lock-Up Agreements, dated as of the date hereof, by and between the Company and certain of the Holders.

“Ordinary Shares” has the meaning specified in the Recitals.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Piggyback Notice” has the meaning specified in Section 3.1(a).

“Piggyback Registration” has the meaning specified in Section 3.1(a).

“Prior Agreement” has the meaning specified in the Recitals.

“Private Units” means the 563,750 Units purchased in a private placement simultaneously with the consummation of the Company’s initial public offering and 70,313 additional Units purchased in a private placement upon the exercise of the underwriters’ over-allotment option.

“Prospectus” means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 415 promulgated under the Securities Act), as amended or supplemented by any amendment or prospectus supplement, including post-effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such Prospectus.

“Public Offering” means any sale or distribution by the Company and/or Holders of Registrable Securities to the public of Ordinary Shares pursuant to an offering registered under the Securities Act.

“Q1 Registrable Securities” mean the Registrable Securities received by the shareholders and optionholders of Q1 Comercial de Roupas S.A. pursuant to the Investment Agreement.

“Registrable Securities” means (i) (a) all of the Initial Shares, (b) all of the Private Units (and underlying Ordinary Shares and Warrants) and (c) all of the Working Capital Units (and underlying Ordinary Shares and Warrants), (ii) all Ordinary Shares and Warrants underlying the Unit Purchase Options, (iii) the Ordinary Shares to be issued pursuant to the Investment Agreement and (iv) all Ordinary Shares issued to any Holder with respect to the securities referred to in clauses (i), (ii) and (iii) above by way of any share split, share dividend, recapitalization, combination of shares, acquisition, consolidation, reorganization, share exchange, share reconstruction, amalgamation, contractual control arrangement or similar event; provided, however, that as to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for such securities or uncertificated shares not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding; or (d) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction; provided, that any Registrable Securities held by any Holder that may be sold under Rule 144(b)(1)(i) without limitation under any of the other requirements of Rule 144 (as confirmed by an opinion of the Company’s counsel) shall cease to be Registrable Securities if, at that time, such Holder holds less than 5% of the outstanding Ordinary Shares.

“Registration Expenses” means all expenses incurred by the Company in complying with Sections 2 and 3 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, state “blue sky” fees and expenses, and accountants’ expenses but excluding any underwriting discounts and commissions or other fees of any broker, dealer or underwriter incurred in connection with a sale of Registrable Securities and any taxes applicable to any Holder with respect to any transfer or sale of Registrable Securities.

“Registration Statement” means any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all materials incorporated by reference in such registration statement.

“Requisite Holders” means, at any time, (i) the Holders of a majority of the Q1 Registrable Securities or (ii) the Holders of a majority of the GGAC Founder Registrable Securities.

“Rule 144”, “Rule 405” and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or any successor provision) by the SEC, as the same shall be amended from time to time, or any successor rule then in force.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder.

“Securities Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder.

“Shelf Registrable Securities” has the meaning specified in Section 2.1(b).

“Shelf Registration Statement” has the meaning specified in Section 2.1.

“Shelf Takedown Notice” has the meaning specified in Section 2.1(b).

“Shelf Takedown Request” has the meaning specified in Section 2.1(b).

“Suspension Event” has the meaning specified in Section 2.3(b).

“Suspension Notice” has the meaning specified in Section 2.3(b).

“Suspension Period” has the meaning specified in Section 2.3(a).

“Underwritten Takedown” shall mean an underwritten Public Offering of Registrable Securities pursuant to the Shelf Registration Statement as amended or supplemented.

“Unit Purchase Options” shall mean the unit purchase options issued to the underwriters (and their designees) in the Company’s initial public offering.

“Units” means the units of the Company, each comprised of one Ordinary Share, one right to receive one-tenth of one Ordinary Share and one Warrant to purchase one-half of one Ordinary Share.

“Warrants” means the warrants of the Company underlying the Units, each to purchase one half of one ordinary share.

“WKSI” means a “well-known seasoned issuer” as defined under Rule 405.

“Working Capital Units” means any Units held by Investors, officers or directors of the Company or their affiliates which may be issued in payment of working capital loans made to the Company.

SHELF REGISTRATIONS.

2.1

Shelf Registration Rights.

(a) No later than thirty (30) days following the Closing, the Company shall prepare and file with the SEC, a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Holders of all of the Registrable Securities held by the Holders (the “Shelf Registration Statement”), and shall use its reasonable best efforts to ensure that there is an effective Shelf Registration Statement containing a prospectus that remains current covering (and to qualify under required U.S. state securities laws, if any) the offer and sale of all Registrable Securities held by the Holders on a continuous basis until all Registrable Securities have been sold. The Shelf Registration Statement shall be on Form S-3 or Form F-3 (if the Company is eligible to use Form S-3 or Form F-3) or another appropriate form permitting registration of such Registrable Securities for resale by such Holders. The Company shall cause the Shelf Registration Statement to be declared effective under the Securities Act as soon as possible after filing, and once effective, to keep the Shelf Registration Statement continuously effective under the Securities Act at all times.

(b) Following the expiration of the Lock-Up Period, the Requisite Holders shall be entitled to an unlimited number of Underwritten Takedowns, so long as the Registrable Securities to be offered thereby are at the time covered by an effective Shelf Registration Statement; provided, that the estimated market value of the Registrable Securities to be sold in any Underwritten Takedown is at least $10,000,000 in the aggregate. The requesting Holders shall make such election by delivering to the Company a written request (a “Shelf Takedown Request”) for such offering specifying the number of Registrable Securities available for sale pursuant to such Shelf Registration Statement (the “Shelf Registrable Securities”) that the requesting Holders desire to sell pursuant to such Underwritten Takedown. As promptly as practicable, but at least ten (10) Business Days after receiving such Shelf Takedown Request, the Company shall give written notice (the “Shelf Takedown Notice”) of such Shelf Takedown Request to all other Holders of Shelf Registrable Securities. The Company, subject to Sections 2.2 and 11.1 hereof, shall include in such Underwritten Takedown the Shelf Registrable Securities of any Holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Underwritten Takedown (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven Business Days after the receipt of the Shelf Takedown Notice. The Company shall, as expeditiously as possible, but in any event within seventy-five (75) days following delivery of the Shelf Takedown Notice if the requesting Holders have received a signed engagement letter from an underwriter relating to such Underwritten Takedown, use its reasonable best efforts to file a prospectus supplement, or post-effective amendment (if applicable), relating to such Underwritten Takedown, to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be so offered. Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Takedown Notice and shall not disclose or use the information contained in such Shelf Takedown Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement.

(c) Promptly after the expiration of the seven-Business Day-period referred to in Section 2.1(b), the Company will notify all Holders of Shelf Registrable Securities participating in the Underwritten Takedown of the identities of the other participating Holders and the number of shares of Registrable Securities requested to be included therein.

(d) The Company shall, at the request of the Requisite Holders, file any prospectus supplement or, if the applicable Shelf Registration Statement is an Automatic Shelf Registration Statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Requisite Holders, to effect such Underwritten Takedown. Notwithstanding anything herein to the contrary, the Company shall not be obligated to effect more than three (3) Underwritten Takedowns for which the Company would be required to file a post-effective amendment to the Shelf Registration Statement (other than a post-effective amendment to an Automatic Shelf Registration Statement) to include any such necessary disclosure and language.

2.2 Priority on Underwritten Takedowns. If the managing underwriter in an Underwritten Takedown advises the Company and the requesting Holder that, in its view, the number of shares of Registrable Securities requested to be included in such underwritten offering exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall include in such underwritten offering, up to the Maximum Offering Size, Registrable Securities requested to be included in such Underwritten Takedown by all participating Holders and allocated pro rata among the Holders on the basis of the relative number of Registrable Securities held by each such Holder at such time (it being understood that for the purposes of calculating the relative number of Registrable Securities held by any participating Holder, in the event such Holder owns any security of the Company that may be converted, exercised or exchanged into Registrable Securities, the relative number of Registrable Securities held by such Holder shall be determined as if such Holder exercised such equity security on a cashless exercise basis)…

2.3 Restrictions on Shelf Offerings.

(a) The Company may suspend, for a period of up to sixty (60) days from the date of delivery of a Suspension Notice below (a “Suspension Period”), the use of a prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Shelf Registrable Securities) by providing written notice to the Holders of Registrable Securities if the Company’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other similar transaction involving the Company; provided that in such event, the Holders of Registrable Securities shall be entitled to withdraw such request for an Underwritten Takedown and the Company shall pay all Registration Expenses in connection with such Underwritten Takedown. The Company may extend the Suspension Period of a Shelf Registration Statement for an additional consecutive sixty (60) days with the consent of the Requisite Holders. Except as set forth in the preceding sentence, the Company may not suspend usage of a Registration Statement in this manner more than a total of ninety (90) days in any twelve-month period.

(b) In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (a) above or pursuant to Section 6.10 (a “Suspension Event”), the Company shall give a notice to the Holders of Registrable Securities registered pursuant to such Shelf Registration Statement (a “Suspension Notice”) to suspend sales of the Registrable Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing. A Holder shall not effect any sales of the Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice. Each Holder agrees that such Holder shall treat as confidential the receipt of the Suspension Notice and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. The Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders and to the Holders’ counsel, if any, promptly following the conclusion of any Suspension Event and its effect.

(c) Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 2.3, the Company agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Shelf Registration Statement.

2.4 Selection of Underwriters. In an Underwritten Takedown, the Requisite Holders who requested such Underwritten Takedown shall have the right to select an underwriter or underwriters to administer the Underwritten Takedown, which underwriter or underwriters shall be reasonably acceptable to the Company. In connection with an underwritten offering (including an Underwritten Takedown), the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities in such underwritten offering, including, if necessary, the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with the Financial Industry Regulatory Authority, Inc.

2.5 Other Registration Rights. Except as provided in this Agreement, the Company shall not grant to any persons the right to request the Company or any subsidiary to register any capital stock of the Company or any subsidiary, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the Requisite Holders, provided that such consent shall not be required with respect to an agreement with any holder or prospective holder of any securities of the Company related to the filing of a resale shelf registration statement to register shares issued to such holder or prospective holder in an acquisition, if and only if such resale shelf registration statement does not permit underwritten offerings.

PIGGYBACK RIGHTS.

3.1

Right to Piggyback.

(a) Other than in connection with a registration on Form S-4 or S-8 promulgated by the SEC and any successor or similar forms, if at any time the Company proposes to register any of its Ordinary Shares and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), then as soon as practicable but not less than fifteen (15) Business Days prior to the filing of such Registration Statement, the Company shall give prompt written notice of its intention to effect such a registration to the Holders (a “Piggyback Notice”), and subject to Sections 3.2 and 3.3, shall use its reasonable best efforts to include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwritten offering) such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) Business Days. Prior to the commencement of any “road show,” any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration by giving written notice to the Company of its request to withdraw and such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the Piggyback Registration as to which such withdrawal was made.

The Company shall have the right to terminate or withdraw any registration or offering initiated by it under this Section 3.1 before the effective date of such registration or the completion of such offering, whether or not any Holder has elected to include Registrable Securities in such registration or offering. The expenses of such withdrawn registration or offering shall be borne by the Company in accordance with Section 5.

All Holders of Registrable Securities proposing to include their Registrable Securities in a Piggyback Registration initiated as an underwritten offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company.

3.2 Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary offering on behalf of the Company, and the managing underwriter informs the Company that the number of shares held by the Holders requested to be included exceeds the amount which can be sold in such offering without adversely affecting the distribution of the shares being offered, the Company shall include, (i) first, all of the shares the Company has proposed to register; (ii) second, as many of the Registrable Securities, allocated pro rata among the Holders thereof on the basis of the relative number of Registrable Securities held by each such Holder at such time, as can be included without adversely affecting such distribution (it being understood that for the purposes of calculating the relative number of securities held by any participating holder, in the event such holder owns any security of the Company that may be converted, exercised or exchanged into Ordinary Shares, the relative number of Ordinary Shares held by such holder shall be determined as if such holder exercised such equity security on a cashless exercise basis); (iii) third, as many of the Ordinary Shares issued by the Company in the private placement taking place simultaneously with the closing of the Investment Agreement (the “Business Combination Registrable Securities”), allocated pro rata among the holders thereof on the basis of the relative number of Business Combination Registrable Securities held by each such holder at such time, as can be included without adversely affecting such distribution (it being understood that for the purposes of calculating the relative number of securities held by any participating holder, in the event such holder owns any security of the Company that may be converted, exercised or exchanged into Ordinary Shares, the relative number of Ordinary Shares held by such holder shall be determined as if such holder exercised such equity security on a cashless exercise basis); and (iv) fourth, any other Ordinary Shares proposed to be included in such offering. Registrable Securities beneficially owned by any executive officer of the Company shall not be eligible to be included in any primary offering of Ordinary Shares without the Company’s consent.

3.3 Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary offering on behalf of holders of the Company’s securities (for the avoidance of doubt, other than Holders hereunder or the holders of the Business Combination Registrable Securities), and the managing underwriter informs the Company that the number of shares required to be included in such registration exceeds the amount which can be sold in such offering without adversely affecting the distribution of the shares being offered, the Company shall include, (i) first, the securities requested to be included therein by the holders initially requesting such registration (for the avoidance of doubt, other than Holders hereunder) and the Registrable Securities requested to be included in such registration, allocated pro rata among the holders thereof on the basis of the relative number of securities held by each such holder at such time, as can be included without adversely affecting such distribution (it being understood that for the purposes of calculating the relative number of securities held by any participating holder, in the event such holder owns any security of the Company that may be converted, exercised or exchanged into Ordinary Shares, the relative number of Ordinary Shares held by such holder shall be determined as if such holder exercised such equity security on a cashless exercise basis); (ii) second, the Business Combination Registrable Securities requested to be included in such registration, allocated pro rata among the holders thereof on the basis of the relative number of securities held by each such holder at such time, as can be included without adversely affecting such distribution (it being understood that for the purposes of calculating the relative number of securities held by any participating holder, in the event such holder owns any security of the Company that may be converted, exercised or exchanged into Ordinary Shares, the relative number of Ordinary Shares held by such holder shall be determined as if such holder exercised such equity security on a cashless exercise basis); and (iii) third, any other Ordinary Shares proposed to be included in such offering.

HOLDBACK AGREEMENT.

4.1 Holders of Registrable Securities. In connection with any underwritten Public Offering of Registrable Securities, each Holder of Registrable Securities agrees to enter into any holdback, lockup or similar agreement requested by the underwriters managing such Public Offering in such form as agreed to by the Holders of a majority of Registrable Securities participating in such Public Offering; provided, however, that each of the Company’s directors and officers shall have entered into such holdback, lockup or similar agreement.

4.2 The Company. In connection with any underwritten Public Offering of Registrable Securities, the Company (i) shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the period commencing on the earlier of the date on which the Company gives notice to the Holders of Registrable Securities that a preliminary prospectus has been circulated for such Public Offering or the “pricing” of such offering and continuing to the date that is 90 days following the date of the final prospectus for such Public Offering (the “Holdback Period”), unless the underwriters managing the Public Offering otherwise agree in writing and (ii) shall use its reasonable best efforts to cause (A) each holder of at least five percent (5%) (on a fully-diluted basis) of its Ordinary Shares, or any securities convertible into or exchangeable or exercisable for Ordinary Shares, purchased from the Company at any time after the date of this Agreement (other than in a Public Offering) and (B) each of its directors and executive officers to agree to not effect any public sale or distribution of the Company’s equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period, except as part of such underwritten registration, if otherwise permitted, unless the underwriters managing the Public Offering otherwise agree in writing.

Expenses of Registration.

5.1 All Registration Expenses incurred in connection with the performance of the Company’s obligations under Sections 2 and 3 shall be borne by the Company.

5.2 In connection with each Piggyback Registration and each Underwritten Takedown, the Company shall reimburse the Holders of Registrable Securities included in such registration for the reasonable fees and disbursements of one counsel chosen by the Holders of a majority of the Registrable Securities included in such registration or participating in such Underwritten Takedown and disbursements of each additional counsel retained by any Holder of Registrable Securities for the purpose of rendering a legal opinion on behalf of such Holder in connection with Piggyback Registration or Underwritten Takedown.

Registration Procedures.

The Company shall keep each Holder advised in writing as to the initiation of the registrations described in Sections and 3 and as to the completion thereof. Whenever the Holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement or have initiated an Underwritten Takedown, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof held by a Holder of Registrable Securities requesting registration, and pursuant thereto the Company shall at its expense:

6.1 upon written request, before filing any Registration Statement or Prospectus or any amendments or supplements thereto with the SEC, furnish to the Holders copies of all such documents proposed to be filed and use reasonable efforts to reflect in each such document when so filed with the SEC such comments as the Holders reasonably shall propose within one Business Day of the delivery of such copies to the Holders;

6.2 subject to Section 2.3 and Section 6.10, prepare and file with the SEC such amendments and post-effective amendments to each Shelf Registration Statement as may be necessary to keep such Shelf Registration Statement continuously effective for the Effectiveness Period; cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and use reasonable efforts to comply with the provisions of the Securities Act applicable to it;

6.3 prior to any Public Offering of Registrable Securities, use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

6.4 cause all such Registrable Securities registered pursuant hereto to be listed on the NASDAQ Stock Market;

6.5 provide a transfer agent and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

6.6 as promptly as reasonably practicable, but within three (3) Business Days in any event, give notice to the Holders (1) when any Prospectus, Prospectus supplement, Registration Statement or post-effective amendment to a Registration Statement has been filed with the SEC and, with respect to a Registration Statement or any post-effective amendment, when the same has been declared effective (provided, however, that the Company shall not be required by this clause (1) to notify the Holders of the filing of a Prospectus supplement that does nothing more substantive than name one or more Holders as selling security holders), and (2) of any request, following the effectiveness of a Registration Statement under the Securities Act, by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or related Prospectus or for additional information;

6.7 in the case of a Shelf Registration Statement, notify the Holders in writing of the effectiveness of the Shelf Registration Statement and furnish to the Holders, without charge, such number of copies of the Shelf Registration Statement (including any amendments, supplements and exhibits), the Prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) and such other documents as the Holders may reasonably request in order to facilitate the sale of the Registrable Securities in the manner described in the Shelf Registration Statement;

6.8 in the case of a Shelf Registration Statement, subject to the provisions of Section 2.3 above and Section 6.10 below, the Company shall promptly prepare and file with the SEC from time to time such amendments and supplements to the Shelf Registration Statement and Prospectus used in connection therewith as may be necessary to keep the Shelf Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities during the Effectiveness Period;

6.9 give notice to the Holders within one (1) Business Day following notice to the Company (1) of the issuance by the SEC or any other federal or state governmental authority of any stop order or injunction suspending or enjoining the use of any Prospectus or the effectiveness of a Registration Statement or the initiation or threatening of any proceedings for that purpose, (2) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (3) of the happening of any event that makes any statement made in a Registration Statement or the related Prospectus untrue in any material respect or that requires changes in order to make the statements therein not misleading;

6.10 Subject to Section 2.3, at the request of any Holder of Registrable Securities included in such Registration Statement, prepare and file a post-effective amendment to such Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference, or file any other required document that would be incorporated by reference into such Registration Statement and Prospectus, so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and, in the case of a post-effective amendment to a Registration Statement, subject to Section 2.3, use commercially reasonable efforts to cause it to be declared effective as promptly as is reasonably practicable, and give to the Holders listed as selling security holders in such Prospectus a Suspension Notice, and, upon receipt of any Suspension Notice, each such Holder agrees not to sell any Registrable Securities pursuant to the Registration Statement until such Holder’s receipt of copies of the supplemented or amended Prospectus or until it receives an End of Suspension Notice, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company shall use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement as promptly as possible (and promptly notify in writing each Holder covered by such Registration Statement of the withdrawal of any such order), except to the extent provided in Section 2.3.

6.11 in the event of any underwritten public offering of Registrable Securities, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an underwriting agreement. The Company shall, if requested by the managing underwriter or underwriters or any Holder of Registrable Securities included in such offering, promptly incorporate in a prospectus supplement or post-effective amendment such information as such managing underwriter or underwriters or any Holder of Registrable Securities reasonably requests to be included therein, and which is reasonably related to the offering of such Registrable Securities, including, without limitation, with respect to the Registrable Securities being sold by such Holder to such underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and any other terms of an underwritten offering of the Registrable Securities to be sold in such offering, and the Company shall promptly make all required filings of such prospectus supplement or post-effective amendment;

6.12 furnish to each Holder a signed counterpart, addressed to such Holder, of (1) any opinion of counsel to the Company delivered to any underwriter dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the applicable underwriting agreement, in customary form, scope, and substance, at a minimum to the effect that the Registration Statement has been declared effective and that no stop order is in effect, which counsel and opinions shall be reasonably satisfactory to a majority of the Holders and their counsel and (2) any comfort letter from the Company’s independent public accountants delivered to any underwriter in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request. In the event no legal opinion is delivered to any underwriter, the Company shall furnish to each Holder of Registrable Securities included in such Registration Statement, at any time that such Holder elects to use a Prospectus, an opinion of counsel to the Company to the effect that the Registration Statement containing such Prospectus has been declared effective and that no stop order is in effect;

6.13 fully cooperate, and cause each of its principal executive officer, principal financial officer, principal accounting officer, and all other officers and members of the management to fully cooperate in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with underwriters, attorneys, accountants and potential stockholders;

6.14 make available for inspection by the Holders of Registrable Securities included in such Registration Statement (subject to receipt of a reasonable confidentiality undertaking), any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other professional retained by any Holder of Registrable Securities included in such Registration Statement or any underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors, and employees and the independent public accountants who have certified its financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, and employees to supply all information reasonably requested by any of them in connection with such Registration Statement;

6.15 cooperate with each Holder of Registrable Securities and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc., and use its reasonable best efforts to make or cause to be made any filings required to be made by an issuer with the Financial Industry Regulatory Authority, Inc. in connection with the filing of any Registration Statement;

6.16 in the event of any underwritten Public Offering of Registrable Securities, cause senior executive officers of the Company to participate in customary “road show” presentations that may be reasonably requested by the managing underwriter in any such underwritten offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto;

6.17 if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;

6.18 if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold;

6.19 during the Effectiveness Period, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its reasonable best efforts to refile the Shelf Registration Statement on Form S-3 or Form F-3 and, if such form is not available, Form S-1 or Form F-1, and keep such registration statement effective during the Effectiveness Period; and

6.20 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such registration.

INDEMNIFICATION.

7.1 The Company agrees to indemnify and hold harmless each Holder, the partners, members, officers, directors, stockholders, legal counsel and accountants of each Holder and any other person, if any, who controls each Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this Section 7 shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information about any Holder furnished to the Company by or on behalf of such Holder expressly for use in the Registration Statement (or any amendment thereto), or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

7.2 Each Holder agrees to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act severally and not jointly against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information about such Holder furnished to the Company by or on behalf of such Holder expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto).

7.3 Each party entitled to indemnification under this Section 7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be withheld unreasonably) and shall not without the consent of the Indemnified Party, be counsel to the Indemnifying Party. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel to participate in the defense of such proceeding, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary; (ii) the Indemnifying Party has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel which shall be limited to one firm in any jurisdiction) for all Indemnified Parties, and that all such reasonable fees and expenses shall be paid or reimbursed as they are incurred upon receipt from the Indemnified Party of a written request for payment thereof accompanied by a written statement with reasonable supporting detail of such fees and expenses. The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of its obligations under this Section 7 only if such failure is materially prejudicial to the ability of the Indemnifying Party to defend such action, and such failure shall in no event relieve the Indemnifying Party of any liability that he or it may have to any Indemnified Party otherwise than under this Section 7. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement unless such settlement (x) includes as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation, and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

7.4 If the indemnification provided under this Section 7 hereof from the Indemnifying Party is unavailable or insufficient to hold harmless an Indemnified Party in respect of any loss, liability, claim, damage and expense referred to herein, then the Indemnifying Party, in lieu of indemnifying the Indemnified Party, shall contribute to the amount paid or payable by the Indemnified Party as a result of such loss, liability, claim, damage and expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the Indemnified Party, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the Indemnifying Party’s and Indemnified Party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 7.4 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 7.1, 7.2 and 7.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7.4 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section 7.4. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 7.4 from any person who was not guilty of such fraudulent misrepresentation.

7.5 The indemnification obligations set forth in this Section 7 shall survive the termination of this Agreement.

Information by Holders and Other Shareholders.

Each Holder shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing and as shall be required in connection with any Registration Statement.

Rule 144 Reporting.

With a view to making available the benefits of certain rules and regulations of the SEC that may permit the sale of the Ordinary Shares to the public without registration, the Company shall for so long as Registrable Securities are outstanding:

(a) make and keep public information available as those terms are understood and defined in Rule 144;

(b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act; and

(c) so long as any Holder owns any securities constituting or representing Registrable Securities, furnish to such Holder upon request a written statement by the Company as to its compliance with the reporting requirements of Rule 144, and of the Securities Act and the Securities Exchange Act.

10.

Removal of Legends.

If requested by a Holder, the Company shall cooperate with such Holder and the Company’s transfer agent to facilitate the timely preparation and delivery of certificates (or execution of a book entry transfer) representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates or transfer shall be free, to the extent permitted by applicable law and permissible under the terms of the Investment Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may reasonably request.

11.

Underwritten Offerings.

11.1 Underwriting Arrangements. No Holder of Registrable Securities may participate in any offering hereunder which is underwritten unless such Holder (i) agrees to sell such Holder’s securities on the basis provided in any underwriting arrangements approved by the person or persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no Holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such Holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. Each Holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such Holder’s obligations under Section 4 and this Section 11.1 or that are necessary to give further effect thereto.

11.2 Price and Underwriting Discounts. In the case of an Underwritten Takedown requested by Holders pursuant to this Agreement, the price, underwriting discount and other financial terms of the related underwriting agreement for the Registrable Securities shall be determined by the Requisite Holders who requested such underwritten offering.

12.

MISCELLANEOUS.

12.1 Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, by electronic facsimile transfer or by courier guaranteeing overnight delivery, and shall be deemed given (i) when made, if made by hand delivery, (ii) upon confirmation, if made by electronic facsimile transfer, (iii) one (1) Business Day after being deposited with such courier, if made by overnight courier, to the parties as follows:

(a) if to a Holder, at the address for such Holder then appearing in the books of the Company;

(b) If to the Company, to:

Garnero Group Acquisition Company

Av. Brig. Faria Lima

1485-19 Andar

Brasilinvest Plaza, CEP 01452-002

São Paulo, Brasil

Facsimile: (55) 1138167471

Attention: Chief Executive Officer

12.2 Governing Law. This Agreement shall be governed and construed under the laws of the State of New York, without regard to conflicts of laws and principles thereof. All disputes arising under this Agreement shall be handled in accordance with Section 10.12 of the Investment Agreement.

12.3 Successors and Assigns. Subject to any Lock-Up Period to which a Holder may be subject, the rights of a Holder hereunder may be assigned and transferred to any transferee acquiring Registrable Securities from such Holder constituting at least 100,000 Registrable Securities (as adjusted for any share dividend, share split, combination or other similar recapitalization); provided, however, that no transferee may be assigned and transferred any of the foregoing rights unless the Company is given a written notice by the assigning and transferring party (not later than the time of such assignment and transfer) stating the name and address of the transferee and identifying the securities of the Company as to which the rights in question are being assigned and transferred. Such transferee shall succeed to all of the rights and obligations of a “Holder of Registrable Securities” under this Agreement by obtaining an executed Addendum Agreement to this Agreement from such Person in the form of Exhibit A attached hereto (an “Addendum Agreement”). Upon the execution and delivery of an Addendum Agreement by such Person, the Ordinary Shares acquired by such Person shall constitute Registrable Securities and such Person shall be a Holder of Registrable Securities under this Agreement with respect to the acquired Ordinary Shares, and the Company shall add such Person’s name and address to the Schedule of Investors hereto and circulate such information to the parties to this Agreement.

12.4 Additional Parties. Subject to the prior written consent of the Company, any Person who acquires Ordinary Shares or rights to acquire Ordinary Shares from an existing Holder after the date hereof shall become a party to this Agreement and succeed to all of the rights and obligations of a “Holder of Registrable Securities” under this Agreement by executing an Addendum Agreement. Upon the execution and delivery of an Addendum Agreement by such Person, the Ordinary Shares acquired by such Person shall constitute Registrable Securities and such Person shall be a Holder of Registrable Securities under this Agreement with respect to the acquired Ordinary Shares, and the Company shall add such Person’s name and address to the Schedule of Investors hereto and circulate such information to the parties to this Agreement.

12.5 Captions. The captions of the several sections and paragraphs of this Agreement are included for reference only and shall not limit or otherwise affect the meaning thereof.

12.6 Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended, modified or waived only with the prior written consent of the Company and Holders of a majority of the Registrable Securities; provided that no such amendment, modification or waiver that would materially and adversely affect a Holder or group of Holders of Registrable Securities in a manner materially different than any other Holder or group of Holders of Registrable Securities (other than amendments and modifications required to implement the provisions of Section 12.4), shall be effective against such Holder or group of Holders of Registrable Securities without the consent of the Holders of a majority of the Registrable Securities that are held by the group of Holders that is materially and adversely affected thereby. The failure or delay of any Person to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such Person thereafter to enforce each and every provision of this Agreement in accordance with its terms. A waiver or consent to or of any breach or default by any Person in the performance by that Person of his, her or its obligations under this Agreement shall not be deemed to be a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person under this Agreement.

12.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which taken together shall constitute but one and the same instrument.

12.8 Remedies. The parties to this Agreement shall be entitled to enforce their rights under this Agreement specifically (without posting a bond or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that a breach of this Agreement would cause irreparable harm and money damages would not be an adequate remedy for any such breach and that, in addition to any other rights and remedies existing hereunder, any party shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.

12.9 Severability. If any term, provision, covenant or restriction of this Agreement is held to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction, it being intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.

12.10 No Recourse. Notwithstanding anything to the contrary in this Agreement, the Company and each Holder of Registrable Securities agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement, shall be had against any current or future director, officer, employee, general or limited partner or member of any Holder of Registrable Securities or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Holder of Registrable Securities or any current or future member of any Holder of Registrable Securities or any current or future director, officer, employee, partner or member of any Holder of Registrable Securities or of any Affiliate or assignee thereof, as such for any obligation of any Holder of Registrable Securities under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

12.11 Entire Agreement. This Agreement is intended by the parties hereto as a final expression of their agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and the registration rights granted by the Company with respect to the Registrable Securities.

12.12 Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any registration filed by the Company for the sale of securities for its own account or for the account of any other person. This Agreement supersedes any other registration rights agreement or similar agreement with any Holder, including, without limitation, the Prior Agreement, and the Prior Agreement is hereby terminated. After the date of this Agreement, subject to Section 2.5, the Company shall not enter into any agreement with any Holder or prospective Holder of any securities of the Company that would grant such Holder registration rights on a parity with or senior to those granted to the Holders hereunder without the prior written consent of the Holders at the time in question.

12.13 Further Assurances. At any time or from time to time after the date hereof, the parties hereto agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effect the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder.

12.14 No Inconsistent Agreements. The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the Holders of Registrable Securities in this Agreement.

[SIGNATURES APPEAR ON SUCCEEDING PAGES]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Registration Rights Agreement on the date first written above.

	COMPANY:

	GARNERO GROUP ACQUISITION COMPANY

	By:
	Name:
	Title:	Chief Executive Officer

	HOLDERS:


	Name: Mario Garnero


	Name: Javier Martin Riva


	Name: John Tonelli


	Name: Amir Adnani


	Name: Nelson Narciso Filho

	EARLYBIRDCAPITAL, INC.

	By:
	Name:
	Title:


	Name: Alvaro Jabur Maluf, Junior

[SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]


	Name: Paulo Jabur Maluf


	Name: Thiago Chaves Ribeiro


	Name: Denis Nieto Piovezan


	Name: Marina Balaban Spiero

[SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]

Schedule of Investors

Name		Address
Mario Garnero
Javier Martin Riva
John Tonelli
Amir Adnani
Nelson Narciso Filho
EarlyBirdCapital, Inc.
Alvaro Jabur Maluf, Junior
Paulo Jabur Maluf
Thiago Chaves Ribeiro
Denis Nieto Piovezan
Marina Balaban Spiero

Exhibit A

Addendum Agreement

This Addendum Agreement (“Addendum Agreement”) is executed on _______, 20__, by the undersigned (the “New Holder”) pursuant to the terms of that certain Amended and Restated Registration Rights Agreement dated as of ________, 2015 (the “Agreement”), by and among the Company and the Holders identified therein, as such Agreement may be amended, supplemented or otherwise modified from time to time. Capitalized terms used but not defined in this Addendum Agreement shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Addendum Agreement, the New Holder agrees as follows:

1.1

Acknowledgment. New Holder acknowledges that New Holder is acquiring certain Ordinary Shares of the Company (the “Stock”) [or other equity securities of the Company that are convertible, exercisable or exchangeable for Ordinary Shares of the Company (the “Convertible Securities”)] as a transferee of such Stock [or Convertible Securities] from a party in such party’s capacity as a “Holder” under the Agreement, and after such transfer, New Holder shall be considered a “Holder” for all purposes under the Agreement.

1.2

Agreement. New Holder hereby (a) agrees that the Stock [or Convertible Securities] shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same force and effect as if the New Holder were originally a party thereto.

1.3

Notice. Any notice required or permitted by the Agreement shall be given to New Holder at the address or facsimile number listed below New Holder’s signature below.

NEW HOLDER:				ACCEPTED AND AGREED:

Print Name:				GARNERO GROUP ACQUISITION COMPANY

By:				By:
Name:				Name:
Title:				Title:

Address:

Facsimile Number:

Exhibit 10.3

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this “Agreement”), dated __________, 20__, is entered into by and among GARNERO GROUP ACQUISITION COMPANY, a Cayman Islands company (“GGAC”), __________ and __________, acting as the Committee (as such term is defined in the Investment Agreement (as defined below)), ALVARO JABUR MALUF JUNIOR, acting as the representative (the “Representative”) of the Controlling Persons and the Optionholders (as such terms are defined in that Investment Agreement), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as escrow agent (the “Escrow Agent”). Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Investment Agreement.

WHEREAS, GGAC, Q1 Comercial de Roupas S.A. (the “Company”), the Controlling Persons and the Optionholders (collectively, the “Owners” and together with their permitted transferees, the “Owner Parties”) have entered into that certain Investment Agreement, dated as of August 26, 2015 (the “Investment Agreement”), pursuant to which the Owners have contributed to GGAC all of the outstanding ordinary shares of the Company in exchange for certain ordinary shares, par value $0.0001 per share, of GGAC (“GGAC Ordinary Shares”).

WHEREAS, pursuant to the Investment Agreement, GGAC is to be indemnified in certain respects by the Owners.

WHEREAS, pursuant to the Investment Agreement, a portion of the GGAC Ordinary Shares issued to the Owners are required to be surrendered to GGAC for cancellation in the event that the Company does not attain certain financial performance targets.

WHEREAS, the parties desire to establish an escrow fund as collateral security for the foregoing obligations, subject to the terms and conditions set forth herein.

The parties agree as follows:

1. (a) Concurrently with the execution hereof, an aggregate of six hundred thousand (600,000) GGAC Ordinary Shares issued to the Owners at the Closing pursuant to the Investment Agreement, registered in the name of and allocated among the Owners in the amounts set forth on Schedule A attached hereto, together with two (2) instruments of assignment executed in blank by each such Owner, shall be delivered to the Escrow Agent to be held in escrow pursuant to the terms of this Agreement. The GGAC Ordinary Shares so delivered by the Owners to the Escrow Agent are herein referred to in the aggregate as the “Escrow Fund.” The Escrow Agent shall maintain a separate account for each Owner’s, and, subsequent to any transfer permitted pursuant to Section 1(d) hereof, each Owner Party’s, portion of the Escrow Fund.

(a) The parties hereto hereby appoint the Escrow Agent to act, and the Escrow Agent hereby agrees to act, as escrow agent and to hold, safeguard and disburse the Escrow Fund pursuant to the terms and conditions hereof. It shall treat the Escrow Fund as a trust fund in accordance with the terms of this Agreement and not as the property of GGAC. The Escrow Agent’s duties hereunder shall terminate upon its distribution of the entire Escrow Fund in accordance with this Agreement.

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(b) Except as herein provided, the Owners shall retain all of their rights as shareholders of GGAC with respect to the GGAC Ordinary Shares constituting the Escrow Fund during the period the Escrow Fund is held by the Escrow Agent (the “Escrow Period”), including, without limitation, the right to vote their GGAC Ordinary Shares included in the Escrow Fund.

(c) During the Escrow Period, all dividends payable in cash, shares (except as provided in the following sentence) or other non-cash property with respect to the GGAC Ordinary Shares included in the Escrow Fund shall be paid to the Owners. Notwithstanding the foregoing, if after the date hereof, the number of outstanding GGAC Ordinary Shares is increased by a share dividend payable without any further consideration in GGAC Ordinary Shares, or by a split up of the GGAC Ordinary Shares, or other similar event, then all such GGAC Ordinary Shares issued in respect of the GGAC Ordinary Shares then comprising the Escrow Fund as a result of such action (“Dividend Shares”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Fund” shall be deemed to include the Dividends Shares distributed thereon, if any.

(d) During the Escrow Period, no sale, transfer or other disposition, including any pledge or grant of a security interest, may be made of any or all of the GGAC Ordinary Shares in the Escrow Fund, unless the transferee agrees in writing to be bound by the terms and conditions of the applicable provisions of the Investment Agreement and to appoint the Representative to take any and all actions and make any decisions required or permitted to be taken on the behalf of the transferee under the Investment Agreement and this Agreement. In connection with and as a condition to each such transfer, the transferee shall deliver to the Escrow Agent an instrument of assignment executed by the transferring Owner Party, or where applicable, an order of a court of competent jurisdiction, evidencing the transfer of shares to the transferee, together with two (2) instruments of assignment executed in blank by the transferee, with respect to the shares transferred to the transferee. Upon receipt of such documents, the Escrow Agent shall deliver to GGAC’s transfer agent the instrument of assignment executed by the transferring Owner Party, and shall request that transfer agent transfer the shares to the transferee. GGAC, the transferring Owner Party and the transferee shall cooperate in all respects with the Escrow Agent in documenting each such transfer and in effectuating the result intended to be accomplished thereby.

2. (a) GGAC, acting through the Committee, may make a claim for indemnification pursuant to the Investment Agreement (“Indemnification Claim”) against the Escrow Fund by giving notice (a “Notice”) to the Representative (the party against whom a claim is being made, the “Indemnifying Party”), with a copy to the Escrow Agent, specifying (i) the provision contained in the Investment Agreement which it asserts has been breached or otherwise entitles such party to indemnification, (ii) in reasonable detail, the nature and dollar amount of any Indemnification Claim, and (iii) whether the Indemnification Claim results from a Third Party Claim. Furthermore, if the Indemnification Claim results from a Third Party Claim, the Notice shall specify whether the Loss may be covered (in whole or in part) under any insurance and the estimated amount of such Loss which may be covered under such insurance. The party giving Notice (the “Claimant”) also shall deliver to the Escrow Agent (with a copy to the Indemnifying Party), concurrently with its delivery to the Escrow Agent of the Notice, a certification as to the date on which the Notice was delivered to the Indemnifying Party.

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(b) If the Indemnifying Party shall give a notice to the Claimant (with a copy to the Escrow Agent) (a “Counter Notice”), within 30 days following the date of receipt (as specified in the Claimant’s certification) by the Indemnifying Party of a copy of the Notice, disputing whether the Indemnification Claim is indemnifiable under the Investment Agreement, the Committee and the Representative shall attempt to resolve such dispute by voluntary settlement as provided in Section 2(c) below. If no Counter Notice with respect to an Indemnification Claim is received by the Escrow Agent from the Indemnifying Party within such 30-day period, the Indemnification Claim shall be deemed to be an Established Claim (as hereinafter defined) for purposes of this Agreement.

(c) If the Indemnifying Party delivers a Counter Notice to the Claimant and the Escrow Agent, the Committee and the Representative shall, during the period of 60 days following the delivery of such Counter Notice or such greater period of time as the parties may agree to in writing (with a copy to the Escrow Agent), attempt in good faith to resolve the dispute with respect to which the Counter Notice was given. If the Committee and the Representative shall reach a settlement with respect to any such dispute, they shall jointly deliver written notice of such settlement to the Escrow Agent specifying the terms thereof. If the Committee and the Representative shall be unable to reach a settlement with respect to a dispute, such dispute shall be resolved by arbitration pursuant to Section 2(d) below.

(d) If the Committee and the Representative cannot resolve a dispute prior to expiration of the 60-day period referred to in Section 2(c) above (or such longer period as the parties may have agreed to in writing), then such dispute shall be submitted (and either party may submit such dispute) for resolution in accordance with Section 8.

(e) As used in this Agreement, “Established Claim” means any (i) Indemnification Claim deemed established pursuant to the last sentence of Section 2(b) above, (ii) Indemnification Claim resolved in favor of a Claimant by settlement and joint delivery of notice to the Escrow Agent pursuant to Section 2(c) above, resulting in a dollar award to the Claimant, or (iii) Indemnification Claim sustained by a final determination of an arbitration panel in accordance with Section 8 (after exhaustion of any appeals to a court of competent jurisdiction or expiration of the time period for filing any such appeal); provided that, notwithstanding anything herein, no Indemnification Claim by GGAC shall become an Established Claim (x) unless the indemnifiable Losses with respect to such Indemnification Claim exceed $30,000 (the “De Minimis Amount”) and (y) unless and until the aggregate amount of indemnification Losses exceeds the Deductible, in which event the full amount of such Established Claim(s) shall be payable, in each case, with respect to Indemnification Claims subject to such limitations pursuant to the terms of the Investment Agreement.

(f) (i) Promptly after an Indemnification Claim becomes an Established Claim, the Committee shall deliver a Claim Certification & Instructions in accordance with Section 3(b) below directing the Escrow Agent to pay to the Claimant, and the Escrow Agent promptly shall pay from the Escrow Fund to the Claimant in accordance with the procedures set forth in Section 3(b) below, a whole number of shares (as calculated pursuant to Section 2(f)(ii) below) representing the dollar amount (as rounded pursuant to Section 2(f)(ii) below) of the Established Claim (or, if at such time there remains in the Escrow Fund less than the full amount so payable, the full amount remaining in the Escrow Fund).

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(ii) Payment to GGAC of an Established Claim shall be made from Escrow Shares on a pro rata basis in whole, not fractional, shares, as rounded pursuant to the following sentence, from the accounts maintained on behalf of each Owner Party. For purposes of each indemnification payment, (x) such shares shall be valued at the “Fair Market Value” (as defined below) and (y) to the extent that an Owner Party’s pro rata portion of an Established Claim which is payable after taking into account the Deductible and the De Minimis Amount results in a fractional number of GGAC Ordinary Shares, any fraction of such GGAC Ordinary Share that is less than one half of a share will be rounded down to the next whole share and any fraction of such GGAC Ordinary Share that is equal to or more than one half of a share will be rounded up to the next whole share. However, in no event shall the Escrow Agent be required to calculate Fair Market Value or make a determination of the number of shares to be delivered or released in satisfaction of any Established Claim; rather, such calculation shall be included in and made part of the Claim Certification & Instructions. The Escrow Agent shall transfer out of the Escrow Fund that number of GGAC Ordinary Shares necessary to satisfy each Established Claim (after taking into account the Deductible and the De Minimis Amount), as set out in the Claim Certification & Instructions. Any dispute between the Committee and the Representative concerning the calculation of Fair Market Value or the number of shares necessary to satisfy any Established Claim, or any other dispute regarding a Claim Certification & Instructions, shall be resolved between the Committee and the Representative in accordance with the procedures specified in Section 2(d) above, and shall not involve the Escrow Agent. Each transfer of shares in satisfaction of an Established Claim shall be made by the Escrow Agent delivering to the Claimant GGAC Ordinary Shares held in each Owner Party’s account evidencing not less than such Owner Party’s pro rata portion of the aggregate number of shares specified in the Claim Certification & Instructions, by delivery to GGAC’s transfer agent of instruments of assignment completed by the Escrow Agent in accordance with instructions included in the Claim Certification & Instructions. The parties hereto (other than the Escrow Agent) agree that the foregoing right to make payments of Established Claims in GGAC Ordinary Shares may be made notwithstanding any other agreements restricting or limiting the ability of any Owner Party to sell any GGAC Ordinary Shares or otherwise. The Committee and the Representative shall be required to exercise utmost good faith in all matters relating to the preparation and delivery of the Claim Certification & Instructions and Pending Claim Objection Notice, as applicable. As used herein, “Fair Market Value” means the average reported closing price for the GGAC Ordinary Shares on Nasdaq for the thirty trading days ending on the last trading day prior to (x) the day the Established Claim is paid with respect to Indemnification Claims paid on or before the Escrow Termination Date and (y) the Escrow Termination Date with respect to shares constituting the Pending Claims Reserve (as hereinafter defined), as applicable.

(iii) Notwithstanding anything herein to the contrary, at such time as an Indemnification Claim has become an Established Claim, the Owner Parties shall have the right but not the obligation to substitute for the Escrow Shares that otherwise would be paid in satisfaction of such claim (the “Claim Shares”), cash in an amount equal to the Fair Market Value of the Claim Shares (“Substituted Cash”). In such event, within the ten (10) day objection period following delivery of the Claim Certification & Instructions, (i) the Representative shall deliver a written notice to the Escrow Agent (with a copy to the Committee) describing the substitution of Substituted Cash for the Claim Shares, and (ii) substantially contemporaneously with the delivery of such notice, the Owner Parties shall cause currently available funds to be delivered to the Escrow Agent in an amount equal to the Substituted Cash. Upon receipt of such notice and Substituted Cash, the Escrow Agent shall (y) in payment of the Established Claim described in the Claim Certification & Instructions, deliver the Substituted Cash to GGAC in lieu of the Claim Shares, and (z) cause the Claim Shares to be returned to the Owners.

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3. (a) On the Basic Indemnity Escrow Termination Date, upon the Escrow Agent’s receipt of a notice jointly delivered by the Representative and the Committee (a “Joint Notice”), the Escrow Agent shall (i) distribute and deliver (A) to GGAC, the number of GGAC Ordinary Shares specified in such Joint Notice, pro rata in whole, not fractional, shares, as rounded pursuant to Section 2(f)(ii), from the accounts maintained on behalf of the Owner Parties and (B) to each Owner Party, the GGAC Ordinary Shares then in such Owner Party’s account in the Escrow Fund (after taking into account any distribution to GGAC pursuant to the foregoing clause (A)), in each case, as instructed in the Joint Notice; and (ii) shall continue to hold in accordance with the instructions in the Joint Notice (A) the number of shares in the Pending Claims Reserve allocated to such Owner Party’s account, with respect to Indemnification Claims pursuant to which Notices have been received but which have not been resolved pursuant to Section 2 hereof or in respect of which the Escrow Agent has not been notified of, and received a copy of, a final determination of an arbitration panel in accordance with Section 8 (after exhaustion of any appeals to a court of competent jurisdiction or expiration of the time period for filing any such appeal), as the case may be (in either case, “Pending Claims”), and which, if resolved or finally determined in favor of a Claimant, would result in a payment to Claimant, having a Fair Market Value equal to the dollar amount for which indemnification is sought in such Indemnification Claim, allocated pro rata from the account maintained on behalf of each Owner Party, and (B) the remaining Tax Indemnity Shares allocated to such Owner Party’s account. The Committee and the Representative shall certify to the Escrow Agent the Fair Market Value to be used in calculating the Pending Claims Reserve and the number of GGAC Ordinary Shares to be retained therefor.

(b) At any time and from time to time, if any Pending Claim becomes an Established Claim, the Committee shall deliver to the Escrow Agent (with a copy to the Representative) a certification by the Committee that such Pending Claim has become an Established Claim and instructions (a “Claim Certification & Instructions”) directing the Escrow Agent to deliver to the Claimant the number of shares in the Pending Claims Reserve in respect thereof determined in accordance with Section 2(f) above and to deliver to each Owner Party the remaining shares in the Pending Claims Reserve allocated to such Pending Claim, all as specified in such notice. If, within ten (10) days following the date of receipt of the Claim Certification & Instructions, the Representative delivers to the Escrow Agent (with a copy to the Committee) written notice disputing such Claim Certification & Instructions (a “Pending Claim Objection Notice”), then the Committee and the Representative shall attempt in good faith to resolve such dispute by voluntary settlement within fifteen (15) days following the delivery of such Pending Claim Objection Notice and shall follow the procedures set forth in the last two sentences of Section 2(c) above. If no Pending Claim Objection Notice is received by the Escrow Agent from the Representative within such ten (10) day period, then the Escrow Agent shall distribute the shares in the Pending Claims Reserve pursuant to the Claim Certification & Instructions. If any Pending Claim is resolved against GGAC, the Representative shall deliver to the Escrow Agent (with a copy to the Committee) a certification by the Representative that such Pending Claim has been resolved against GGAC and instructions directing the Escrow Agent to pay to each Owner Party its pro rata portion of the number of shares allocated to such Pending Claim in the Pending Claims Reserve, except to the extent any such shares constitute Tax Indemnity Shares. If, within ten (10) days following the date of receipt of the Representative’s certification and instructions, the Committee delivers to the Escrow Agent (with a copy to the Representative) a Pending Claim Objection Notice, then the Committee and the Representative shall attempt in good faith to resolve such dispute by voluntary settlement within fifteen (15) days following the delivery of such Pending Claim Objection Notice and shall follow the procedures set forth in the last two sentences of Section 2(c) above. If no Pending Claim Objection Notice is received by the Escrow Agent from the Committee within such ten (10) day period, then the Escrow Agent shall distribute the shares to the Owner Parties pursuant to the certification and instructions provided by the Representative.

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(c) On the Tax Indemnity Escrow Termination Date, upon receipt of instructions from, and a certification by, the Representative (a “Release Certification & Instructions”) (which shall be delivered by the Representative to the Escrow Agent (with a copy to the Committee)), certifying as to the date on which the Company delivered to GGAC its 2017 audited financial statements, the Escrow Agent shall distribute and deliver to each Owner Party the GGAC Ordinary Shares then in such Owner Party’s account in the Escrow Fund that are Tax Indemnity Shares as instructed in the Release Certification & Instructions other than Tax Indemnity Shares in the Pending Claims Reserve; provided, however, that if, within ten (10) days of the Committee’s receipt of a copy of the Release Certification & Instructions, the Committee delivers a written objection to such Release Certification & Instructions (a “Release Objection Notice”) to the Escrow Agent (with a copy to the Representative), the Committee and the Representative shall attempt in good faith to resolve such dispute by voluntary settlement as provided in Section 3(e) below; and provided, further, that the Escrow Agent shall not make any distributions under this Section 3(b) until expiration of the ten (10) day objection period for which no Release Objection Notice has been delivered. Thereafter, if any Pending Claim becomes an Established Claim or is resolved or finally determined against GGAC, the parties hereto shall follow the Pending Claim procedures set forth in Section 3(b) above.

(d) As used herein, the “Pending Claims Reserve” shall mean, at the time any such determination is made, that number of GGAC Ordinary Shares in the Escrow Fund having a Fair Market Value equal to the sum of the aggregate dollar amounts claimed to be due with respect to all Pending Claims.

(e) If the Committee delivers a Release Objection Notice to the Escrow Agent pursuant to Section 3(c) above, the Committee and the Representative shall promptly attempt in good faith to resolve the dispute with respect to which such Release Objection Notice was given. If the Committee and the Representative shall reach a settlement on such dispute, they shall jointly deliver notice of such agreement to the Escrow Agent. If the Committee and the Representative shall be unable to reach agreement with respect to a dispute within five (5) Business Days of the Representative’s receipt of a copy of the Release Objection Notice, then the dispute shall be submitted (and either party may submit such dispute) for resolution in accordance with Section 8.

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4. The Escrow Agent, the Committee and the Representative shall cooperate in all respects with one another in the calculation of any amounts determined to be payable to GGAC and the Owners in accordance with this Agreement and in implementing the procedures necessary to effect such payments.

5. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein. It is understood that the Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity.

(b) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and 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 Escrow Agent), 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 is believed by the Escrow Agent in good faith to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.

(c) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to GGAC or release of GGAC Ordinary Shares to the Owners, in each case, pursuant to the terms of this Agreement or, if a notice is disputed, the settlement with respect to any such dispute, whether by virtue of joint resolution or determination of an arbitration panel or a court of competent jurisdiction, is to pay or release, after the conditions for payment set forth herein have been met, to GGAC or the Owners, as applicable, the amount specified in such notice, and the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of any specification or certification made in such notice.

(d) The Escrow Agent shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 5(g), below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel.

(e) The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time that the Escrow Agent shall turn over the Escrow Fund to a successor escrow agent appointed jointly by the Committee and the Representative. If no new escrow agent is so appointed within the 60 day period following the giving of such notice of resignation, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and deposit the Escrow Fund with such successor escrow agent appointed thereby.

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(f) The Escrow Agent shall be indemnified and held harmless by GGAC from and against any expenses, including counsel fees and disbursements, or loss actually incurred by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Fund held by it hereunder, other than (i) expenses or losses finally determined by a court of competent jurisdiction to be attributable to the gross negligence or willful misconduct of the Escrow Agent or (ii) any settlement entered into by the Escrow Agent without GGAC’s written consent, which shall not be unreasonably withheld. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in the any state or federal court located in New York County, State of New York.

(g) The Escrow Agent shall be entitled to reasonable compensation from GGAC for all services rendered by it hereunder or set forth on Schedule B attached hereto. The Escrow Agent shall also be entitled to reimbursement from GGAC for all reasonable, documented out-of pocket expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental charges.

(h) From time to time on and after the date hereof, GGAC, the Committee and the Representative shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

(i) Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence or its own willful misconduct.

6. This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be bound by the provisions of any agreement among the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Investment Agreement.

7. This Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, successors, assigns and legal representatives shall be governed by and construed in accordance with the law of New York applicable to contracts made and to be performed therein. This Agreement cannot be changed or terminated except by a writing signed by GGAC, the Committee, the Representative and the Escrow Agent.

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8. All disputes arising under this Agreement between GGAC, the Committee and/or the Representative, including a dispute arising from a party’s failure or refusal to sign a Joint Notice, shall be handled in accordance with Section 10.12 of the Investment Agreement.

9. All notices and other communications under this Agreement shall be made in accordance with section 10.1 of the Investment Agreement to the respective parties as follows:

If to GGAC, to it at:

Garnero Group Acquisition Company

Av. Brig. Faria Lima

1485 – 19 Andar

Brasilinvest Plaza, CEP 01452-002

São Paulo, Brasil

Attention: Mario Garnero

Telephone: (55) 1130947970

Telecopy: (55) 1138167471

E-mail: mg@garnerogroup.com

or to the Committee, to it at:

Mario Garnero

Av. Brig. Faria Lima

1485 – 19 Andar

Brasilinvest Plaza, CEP 01452-002

São Paulo, Brasil

Telephone: (55) 1130947970

Telecopy: (55) 1138167471

E-mail: mg@garnerogroup.com

in each case, with a copy to:

Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, New York 10174-1901

Attention: David Alan Miller, Esq.

Telephone: 212-818-8880

Telecopier No.: 212-818-8881

E-mail: dmiller@graubard.com

If to the Owners, to each at the address listed on Schedule A hereto, or to the Representative, to it at:

Alvaro Jabur Maluf Junior

Rua São Tomé 119, 3 Andar, Vila Olímpia

São Paulo-SP

Telephone: 55 11 3048 0701

Telecopy: 55 11 3048 0701

E-mail: alvaro@grupocolombo.com.br

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in each case, with a copy to:

McDermott Will & Emery LLP

340 Madison Avenue

New York, NY 10173-1922

Attention: Robert Cohen, Esq. and Meir A. Lewittes, Esq.

Telephone: (212) 547- 5885 / (212) 547- 5351

Telecopy: (212) 547 5444

E-mail: rcohen@mwe.com / mlewittes@mwe.com

If to the Escrow Agent, to it at:

Continental Stock Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attention: Mark Zimkind

Telephone:

Telecopy: 212-509-5150

E-mail:

or to such other person or address as any of the parties hereto shall specify by notice in writing to all the other parties hereto.

10. (a) If this Agreement requires a party to deliver any notice or other document, and such party refuses to do so, the matter shall be submitted for resolution in accordance with Section 8 of this Agreement.

(b) All notices delivered to the Escrow Agent shall refer to the provision of this Agreement under which such notice is being delivered and, if applicable, shall clearly specify the aggregate dollar amount due and number of GGAC Ordinary Shares payable to GGAC.

(c) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument and all of which together shall constitute a single agreement.

[Signatures are on following page]

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IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement on the date first above written.

	GGAC:

	GARNERO GROUP ACQUISITION COMPANY

	By:
	Name:
	Title:

	COMMITTEE:





	ESCROW AGENT:

	CONTINENTAL STOCK TRANSFER & TRUST COMPANY

	By:
	Name:
	Title:


	REPRESENTATIVE:


	Alvaro Jabur Maluf Junior

[Signature Page to Escrow Agreement]

SCHEDULE A

ESCROW SHARES ALLOCATION

Name	Address	No. of Escrow Shares
Alvaro Jabur Maluf, Junior
Paulo Jabur Maluf
Thiago Chaves Ribeiro
Denis Nieto Piovezan
Marina Balaban Spiero
Total

SCHEDULE B

ESCROW AGENT COMPENSATION

[To Come]

Exhibit 99.1

Garnero Group (NASDAQ: GGAC) to Merge with Grupo Colombo

NEW YORK, August 27, 2015 -- Garnero Group Acquisition Company (NASDAQ: GGAC), a public investment vehicle formed for the purpose of effecting a merger, acquisition or similar business combination, and Grupo Colombo (“Grupo Colombo” or “GC”), a leading apparel retailer in Brazil, announced today that they have entered into a definitive investment agreement to merge the companies in a transaction valued at approximately $330 million. The combined company will remain listed on the NASDAQ Stock Market and be renamed “Garnero Colombo Inc.”

Headquartered in São Paulo, Grupo Colombo is one of Brazil’s leading retailers focusing on menswear, with over 400 stores throughout the country. Founded in 1917, Grupo Colombo is the largest retailer of men’s shirts and suits in Brazil with net revenues of R$550 million ($234 million¹) and EBITDA² of R$133 million ($57 million) in 2014. GC has recently diversified from formalwear into smart casual clothes and has strengthened its online presence to become one of the three most valuable brands within the Brazilian apparel retail sector.

Transaction Summary

Pursuant to the terms of the proposed business merger, GGAC will become the owner of 100% of the equity of GC by issuing 6,000,000 GGAC shares to GC’s existing shareholders. After the closing of the transaction, the current shareholders and management of GC will own approximately 25%³ of the combined company.

In connection with the transaction, the companies have engaged a syndicate of global investment banks to raise up to $100 million in a private placement of new GGAC shares to close simultaneously with the business combination. Additionally in support for the transaction, the shareholders of GC have committed to purchase $30 million of GGAC shares in the public market or through the private placement.

Mario Garnero will remain Executive Chairman of Garnero Colombo Inc. and Alvaro Jabur Jr., GC’s Chief Executive Officer, will be appointed as Member of the Board of the merged company. Mr. Jabur will keep his role as Chief Executive Officer to manage the operation in Brazil with the current senior management of Grupo Colombo.

The boards of directors of both GGAC and Grupo Colombo have unanimously approved the terms of the transaction, which is expected to be completed by year’s end. The transaction is subject to GGAC shareholder approval, applicable regulatory approvals and other customary closing conditions.

“I created GGAC to pursue business opportunities that would provide long term growth and shareholder value,” said Mario Garnero, Executive Chairman of GGAC. “The Colombo brand is highly regarded and we believe the cash infusion, without further changes to operations, will result in immediate and significant improvement in bottom line results.”

“We are excited to partner with the GGAC team and to be a public company with access to public markets,” said Alvaro Jabur Jr., CEO of Grupo Colombo. “A stronger balance sheet will improve our pricing, our operating results and provide the capital we need to grow through additional store openings and acquisitions.”

UBS Investment Bank is acting as M&A advisor to Grupo Colombo and EarlyBirdCapital, Inc. is acting as M&A advisor to GGAC. McDermott Will & Emery and Souza, Cescon, Barrieu & Flesch are acting as legal advisors to Grupo Colombo and Graubard Miller and Maples & Calder are acting as legal advisors to GGAC.

The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the definitive agreement relating to the transaction, a copy of which will be filed by GGAC with the SEC as an exhibit to a Current Report on Form 8-K. Interested parties should visit the SEC website at www.sec.gov.

The GGAC shares offered in the private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy GGAC shares, nor shall it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.

About Grupo Colombo

Founded in 1917, Grupo Colombo is one of Brazil’s leading retailers with a focus on menswear, with over 400 stores throughout the country. GC has strong brand awareness for its clothing and is known for its high quality products at competitive prices. Basic pieces that don’t go out of fashion which consumers wear day-to-day for business or leisure are found throughout the year in its stores. Beyond the basics, GC also has a premium line that brings fresh ideas every season. For more information, please visit www.grupocolombo.com.br/investors.

About Garnero Group Acquisition Company

GGAC was incorporated in the Cayman Islands on February 11, 2014 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities.

GGAC, its directors and executive officers and EarlyBirdCapital, Inc. may be deemed to be participants in the solicitation of proxies for the extraordinary general meeting of GGAC shareholders to be held to approve the proposed transaction. Shareholders are advised to read, when available, GGAC’s preliminary proxy statement and definitive proxy statement in connection with the solicitation of proxies for the extraordinary general meeting because these statements will contain important information. The definitive proxy statement will be mailed to shareholders as of a record date to be established for voting on the transaction. Shareholders will also be able to obtain a copy of the proxy statement, without charge, by directing a request to: EarlyBirdCapital, Inc., 366 Madison Avenue, 8th Floor, New York, NY 10017. The preliminary proxy statement and definitive proxy statement, once available, can also be obtained, without charge, at the Securities and Exchange Commission's internet site (www.sec.gov).

Forward Looking Statements

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future financial performance, future growth and future acquisitions. These statements are based on Grupo Colombo’s and GGAC’s managements’ current expectations or beliefs and are subject to risk, uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of Grupo Colombo’s business. These risks, uncertainties and contingencies include: business conditions; changing interpretations of GAAP; fluctuations in customer demand; management of rapid growth; intensity of competition from other providers of products and services; general economic conditions; geopolitical events and regulatory changes; the possibility that the transactions do not close, including due to the failure to receive required shareholder approvals or the failure of other closing conditions, such as receipt of necessary governmental or regulatory approvals; and other factors set forth in GGAC’s filings with the Securities and Exchange Commission. The information set forth herein should be read in light of such risks. Neither GGAC nor Grupo Colombo is under any obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.

Contact:

Garnero Group Acquisition Company (NASDAQ: GGAC): Javier Martin Riva, CFO/CIO, Phone: +1 (786) 472-2721, Email: jmriva@garnerogroup.com

¹The average exchange rate for 2014 is $0.4257:R$1.00.

²EBITDA (earnings before interest, taxes depreciation and amortization) is a non-GAAP financial measure as defined by Regulation G promulgated by the SEC under the Securities Act of 1933, as amended. Accordingly, such information may be materially different when presented in GGAC’s filings with the Securities and Exchange Commission. GGAC and GC believe that the presentation of this non-GAAP financial measure provides information that is useful to investors as it indicates more clearly the ability of GC to meet capital expenditures and working capital requirements and otherwise meet its obligations as they become due. EBITDA was derived by taking earnings before interest, taxes, depreciation and amortization as adjusted for certain one-time non-recurring items and exclusions.

³Combined company = 36.1 million shares, being GGAC + private placement (public shares) = 22.8 million; GC shares = 9.0 million; and Sponsor shares = 4.3 million (with US$100 million private placement, GC shareholders participating in the private placement and assuming no redemptions).

Exhibit 99.2