Exhibit 10.4


 


July [__], 2015


 


JM Global Holding Company


1615 South Congress Avenue


Suite 103


Delray Beach, Florida 33445


 


Cantor Fitzgerald & Co.


499 Park Avenue


New York, New York 10022


 


Re:      Initial
Public Offering


 


Ladies and Gentlemen:


 


This letter (“Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) entered into, or proposed to be entered into, by and between JM Global Holding Company, a Delaware corporation
(the “Company”),  and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”
or the “Underwriter”), relating to an underwritten initial public offering (the “Offering”),
of 5,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s
common stock, par value $0.0001 per share (the “ Common Stock ”), and one warrant exercisable for one
half of one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be registered
under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-1
and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the
“Commission”). The Company expects that the Units will be listed for trading on the Nasdaq Capital Market.
Certain capitalized terms used herein are defined in paragraph 15 hereof.


 


The undersigned signatory
hereto hereby agree with the Company as follows:


 


1.             Each
Insider agrees that, if the Company seeks stockholder approval of a proposed initial Business Combination, then in connection with
such proposed initial Business Combination, such person shall vote, as applicable, all Founder Shares, Placement Shares and any
shares acquired by such person in the Offering or in the secondary public market in favor of such proposed initial Business Combination.


 


2.             (a)           Each
Insider hereby agrees that, if the Company fails to consummate a Business Combination within 24 months from the consummation of
the Offering, such person shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Offering Shares
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any amounts
representing interest earned on the Trust Account less any interest released to, or reserved for use by, the Company for working
capital purposes, payment of taxes or dissolution expenses, divided by the number of Offering Shares then outstanding, which redemption
will completely extinguish the holder’s rights as a stockholder with respect to his, her or its Offering Shares (including
the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s
board of directors (the “Board”), dissolve and liquidate, subject in the case of clauses (ii) and (iii)
to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law.


  


(b)           Each
Insider agrees to not propose any amendment to the Company’s amended and restated certificate of incorporation that would
affect the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not
consummate a Business Combination within 24 months from the completion of the Offering, unless the Company provides the holders
of Offering Shares with the opportunity to redeem their Offering Shares upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including any amounts representing interest
earned on the Trust Account less any interest released to, or reserved for use by, the Company for working capital purposes or
payment of taxes, divided by the number of then outstanding Offering Shares.


 



    	 



    	 



    

 


(c)           Each
Insider acknowledges and agrees that Founder Shares or Placement Shares held by him, her or it are not entitled to, and have no
right, interest or claim of any kind in or to, any monies held in the Trust Account or distributed as a result of any liquidation
of the Trust Account.


 


(d)           Each
Insider waives, with respect to any Founder Shares or Placement Shares held by such undersigned party, any redemption rights he,
she or it may have (i) in connection with the consummation of an initial Business Combination, (ii) if the Company fails to consummate
its initial Business Combination or liquidates within 24 months from the completion of the Offering or (iii) if the Company seeks
an amendment to its amended and restated certificate of incorporation that would affect the substance or timing of the Company’s
obligation to redeem 100% of the Offering Shares as described above. If any of the Insiders should acquire Offering Shares in or
after the Offering, each Insider hereby waives with respect to such Offering Shares held by such undersigned party any redemption
rights such party may have in connection with the consummation of a Business Combination; provided, however, that such waiver does
not apply to 2,000,000 of the 3,000,000 Offering Shares which the Sponsor and parties associated with the Sponsor may purchase
in the Offering, and the Sponsor and parties associated with the Sponsor hereby waive the redemption rights any such party may
have in connection with the consummation of a Business Combination only with respect to the remaining 1,000,000 Offering Shares
they may purchase in the Offering; provided, further, that the Insiders will be entitled to redemption rights with respect to such
Offering Shares held by them if the Company fails to consummate a Business Combination or liquidates within 24 months from completion
of the Offering.


 


3.            (a)           To
the extent that the Underwriter does not exercise its over-allotment option to purchase an additional 750,000 Units (as described
in the Prospectus), the Initial Holders shall return to the Company for cancellation, at no cost, an aggregate number of Founder
Shares determined by multiplying 192,188 by a fraction: (i) the numerator of which is 750,000 minus the number of shares of the
Common Stock purchased by the Underwriter upon the exercise of their over-allotment option, and (ii) the denominator of which is
750,000.  The Initial Holders further agree that, if the Company effects a stock split, stock dividend, reverse stock
split, contribution back to capital or otherwise in connection with any increase or decrease in the size of the Offering, to the
extent that the Underwriter does not exercise its over-allotment option in full, the aggregate number of shares that the Initial
Holders will be required to return to the Company as set forth in the immediately preceding sentence shall be adjusted so that
the Founder Shares held by the Initial Holders and their Permitted Transferees represent 20% of the Company’s issued and
outstanding shares of Common Stock immediately following such forfeiture. The number of Founder Shares to be returned by each Initial
Holder, if any, pursuant to this paragraph 3(a) shall be determined on a pro-rata basis based on the percentage of outstanding
Founder Shares held by each Initial Holder at the time of such forfeiture.


 


(b)           With
respect to Founder Shares owned by the Insiders, such securities shall not be transferable or salable (i) for one year following
the initial Business Combination or (ii) earlier, if the closing price of the Common Stock exceeds $12.00 for any 20 trading days
within a 30-trading day period at least 150 days following the consummation of the initial Business Combination, or earlier, in
any case, if, following a Business Combination, the Company engages in a subsequent transaction (1) resulting in the Company’s
shareholders having the right to exchange their shares for cash or other securities or (2) involving a consolidation, merger or
similar transaction that results in change in the majority of the Company’s board of directors or management team in which
the Company is the surviving entity (such applicable period being the “Founder Lock-Up Period”). 
During the Founder Lock-Up Period, the Insiders shall not, except as described in the Prospectus, (i) sell, offer to sell, contract
or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or
indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning
of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder
(the “Exchange Act”), with respect to the Founder Shares then subject to the Founder Lock-Up Period,
(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any of the Founder Shares then subject to the Founder Lock-Up Period, whether any such transaction is to be settled
by delivery of the Common Stock or such other securities, in cash or otherwise, or (iii) publicly announce any intention to effect
any transaction specified in clause (b)(i) or (b)(ii).


 



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(c)           Until
30 days after the consummation of the initial Business Combination (“Placement Unit Lock-Up Period”),
the Sponsor shall not, except as described in the Prospectus, (i) sell, offer to sell, contract or agree to sell, hypothecate,
pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange
Act with respect to the Placement Units, Placement Shares, Placement Warrants, or shares of Common Stock underlying the Placement
Warrants, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any of the Placement Units, Placement Shares, Placement Warrants, or shares of Common Stock underlying the Placement
Warrants, whether any such transaction is to be settled by delivery of the Common Stock or such other securities, in cash or otherwise,
or (iii) publicly announce any intention to effect any transaction specified in clause (c)(i) or (c)(ii).


 


(d)           Notwithstanding
the provisions contained in paragraphs 3(b) and 3(c) hereof, any Insider may transfer, as applicable, the Founder Shares and/or
Placement Units, Placement Shares, Placement Warrants, or shares of Common Stock underlying the Placement Warrants: (a) to the
Company’s officers, the Company’s directors, the or the Initial Holders, (b) to an affiliate or immediate family member
of any of the Company’s officers, directors and Initial Holders, (c) to any member, officer or director of the Sponsor, or
any immediate family member, partner, affiliate or employee of a member of the Sponsor, (d) by gift to any permitted transferee
under any of the immediately preceding subsections (a) through (c), a trust, the beneficiaries of which are one or more permitted
transferees under any of the immediately preceding subsections (a) through (c), or a charitable organization, (e) by virtue of
laws of descent and distribution upon death of any of the Company’s officers, directors, Initial Holders, members of the
Sponsor, (f) pursuant to a qualified domestic relations order, (g) by private sales or transfers made in connection with the consummation
of a Business Combination at prices no greater than the price at which the securities were originally purchased, (h) in the event
of our liquidation prior to consummation of the initial Business Combination, (i) by virtue of the laws of the Republic of the
Seychelles, the Sponsor’s memorandum and articles of association upon dissolution of the Sponsor, (j) subsequent to the initial
Business Combination, upon and in connection with a liquidation, merger, stock exchange or other similar transaction which results
in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other
property or (k) subsequent to the initial Business Combination, in the event of a consolidation merger, stock exchange or similar
transaction in which the company is the surviving entity that results in a change in the majority of the Company’s board
of directors or management team (“each, a “Permitted Transferee”); provided, however, that, in
the case of clauses (a) through (g), these transferees enter into a written agreement with the Company agreeing to be bound
by the transfer restrictions set forth herein.


 


(e)           Further,
each Insider agrees that after the Founder Lock-Up Period or the Placement Unit Lock-Up Period, as applicable, has elapsed, the
Founder Shares and/or Placement Units, Placement Shares, Placement Warrants, or shares of Common Stock underlying the Placement
Warrants owned by such Insider shall only be transferable or saleable pursuant to a sale registered under the Securities Act
or pursuant to an available exemption from registration under the Securities Act. The Company and each Insider acknowledges that
pursuant to that certain registration rights agreement to be entered into among the Company and certain security holders of the
Company, parties to the agreement may request that a registration statement relating to the Founder Shares and/or Placement Units,
Placement Shares, Placement Warrants, or shares of Common Stock underlying the Placement Warrants be filed by the Company with
the Commission prior to the end of the Founder Lock-Up Period or the Placement Unit Lock-Up Period, as the case may be;  provided, 
however, that such registration statement does not become effective prior to the end of the Founder Lock-Up Period or the Placement
Unit Lock-Up Period, as applicable.


 


(f)           Subject
to the limitations described herein, each Insider shall retain all of such Insider’s rights as a security holder during,
as applicable, the Founder Lock-Up Period and/or Placement Unit Lock-Up Period including, without limitation, the right to vote,
as the case may be, the Founder Shares and/or Placement Shares.


 


(g)           During
the Founder Lock-Up Period and Placement Unit Lock-Up Period, all dividends payable in cash with respect to such securities shall
be paid, as applicable, to each security holder, but all dividends payable in Common Stock or other non-cash property shall become
subject to the applicable lock-up period as described herein and shall only be released from such lock-up in accordance with the
provisions of this paragraph 3.


 



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4.             During
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, each of the undersigned
shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose
of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease
a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to any Units, Placement Units, shares
of Common Stock, Warrants, Placement Shares, Placement Warrants or any securities convertible into, or exercisable, or exchangeable
for, shares of Common Stock owned by an undersigned party, (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any Units, Placement Units, shares of Common Stock, Warrants,
Placement Shares, Placement Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common
Stock owned by the undersigned, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii); provided, however, that the
restrictions of this paragraph 4 shall not apply to any transfers made pursuant to paragraph 3(d) hereof.


 


5.             (a)           In
the event of the liquidation of the Trust Account without the consummation of a Business Combination, Qi (Jacky) Zhang (the “Indemnitor”)
agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any
litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any
claim by (i) any third party for services rendered or products sold to the Company or (ii) any prospective target business (a “Target”)
as described in the Prospectus; provided,  however, that such indemnification of the Company by the Indemnitor shall apply
only to the extent necessary to ensure that such claims by a third party for services rendered or products sold to the Company
or a Target do not reduce the amount of funds in the Trust Account to below $10.00 (regardless of whether or not the Underwriter
exercises any portion of its overallotment option) per Offering Share and only if such third party or Target has not executed
an agreement waiving claims against any and all rights to seek access to the Trust Account, regardless of whether such agreement
is enforceable. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Indemnitor
shall not be responsible for any liability as a result of any such third party claims. Notwithstanding any of the foregoing, indemnification
of the Company by the Indemnitor pursuant to this paragraph 5 shall not apply as to any claims arising from the Company’s
obligation pursuant to the Underwriting Agreement to indemnify the Underwriter.


 


(b)           If
the Company is liquidated within 24 months following completion of the Offering, to the extent that interest income on the balance
of the Trust Account (net of any taxes payable) released to the Company and loans from the Sponsor (each as described in the Prospectus)
are insufficient to fund the costs and expenses of liquidation, the Indemnitor agrees to pay the balance of the amount necessary
to complete the liquidation of the Company. 


  


6.             Each
officer and director of the Company who is signatory to this Agreement agrees that until the earliest of the Company’s initial
Business Combination, liquidation or the time at which such person ceases to be an officer or director of the Company, such person
shall present to the Company for its consideration, prior to presentation to any other entity, any suitable Business Combination
opportunities of which such person (or companies or entities which such person manages or controls) becomes aware, subject to any
current or future fiduciary or contractual obligations of such person that such person discloses to the Company.


 


7.             Each
officer and director signatory hereto represents and warrants that the biographical information furnished to the Company by him
or her is true and accurate in all material respects and does not omit any material information with respect to such person’s
background.  Each of the answers of such person to the items in questionnaires furnished to the Company by such officer
and director is true and accurate in all material respects.


 


8.             Each
of the undersigned represents and warrants that he, she or it:


 


(a)           is
not subject to or a respondent in any legal action for any injunction, cease-and-desist order or order or stipulation to desist
or refrain from any act or practice relating to the offering of securities in any jurisdiction;


 


(b)           has
never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling
of funds of another person, or (iii) pertaining to any dealings in any securities, and the undersigned is not currently a defendant
in any such criminal proceeding; and


 



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(c)      has
never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or
commodities license or registration denied, suspended or revoked.


 


9.            Each
Insider agrees that he, she or it shall receive no finder’s fees, consulting fees or compensation of any kind from the Company
prior to, or for any services they render in order to effectuate, the consummation of the initial Business Combination, other than
the following:


 


(a)      repayment
of loans made to the Company by the Sponsor prior to completion of the Offering in connection with organizational expenses and
the preparation, filing and consummation of the Offering;


 


(b)      repayment
of the up to $500,000 in incremental loans that the Sponsor or other Insider may make to the Company to finance transaction costs
in connection with an intended initial Business Combination; provided, that, if the Company does not consummate a Business
Combination, any amounts representing interest earned on the Trust Account may be used by the Company to repay such loaned amounts
so long as no proceeds of the Offering or Private Placement placed in the Trust Account shall be used for such repayment; and


 


(c)      reimbursement
for any out-of-pocket expenses related to identifying, investigating and consummating an initial Business Combination, provided
that no proceeds of the Offering or Private Placement placed in the Trust Account may be applied to the payment of such expenses
prior to the consummation of an initial Business Combination.


  


10.           Each
of the undersigned acknowledges and understands that the Underwriter and the Company will rely upon the agreements, representations,
and warranties set forth herein in proceeding with the Offering.


 


11.           Each
of the undersigned authorizes any employer, financial institution, or consumer credit reporting agency to release to the Underwriter
and its legal representatives or agents (including any investigative search firm retained by the Underwriter) any information they
may have about such undersigned party’s background and finances (“Information”), purely for the
purposes of performing required due diligence examinations in connection with the Offering (provided that the Underwriter agrees
to hold such Information in confidence). Each of the undersigned agrees that neither the Underwriter nor its agents shall be violating
such undersigned party’s right of privacy by requesting and obtaining the Information in accordance with this paragraph 11.


 


12.           Until
the earlier of (i) the entry into a definitive agreement by the Company for a Business Combination; (ii) the liquidation of the
Company; or (iii) the termination of such person as an officer or director of the Company, each officer and director of the Company
agrees not to become affiliated as an officer or director of a blank check company similar to the Company.


 


13.           Each
of the undersigned acknowledges and agrees that the Company will not consummate any initial Business Combination that involves
a company which is affiliated with such undersigned party unless the Company obtains an opinion from an independent investment
banking firm that is a member of the Financial Industry Regulatory Authority and reasonably acceptable to Cantor Fitzgerald that
the Business Combination is fair to the Company’s stockholders from a financial perspective.


 


14.           Each
officer and director signatory hereto represents and warrants that he or she has full right and power, without violating any agreement
to which such person is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer
or former employer), to enter into this Letter Agreement and to serve as an officer of the Company or as a director on the Board,
as applicable, and hereby consents to being named in the Prospectus as an officer and/or as a director of the Company, as applicable.


 






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15.           As
used in this Letter Agreement, (i) “Business Combination” shall mean a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar Business Combination, involving the Company and one or more businesses;
(ii) “Founder Shares” shall mean the 1,504,688 shares of Common Stock acquired by the Sponsor and the
other Initial Holders for an aggregate purchase price of $25,000 prior to the consummation of the Offering; (iii) “Initial
Holders” shall mean [Qi (Jacky) Zhang, Tim Richerson, Peter Nathanial, Kurt Jetta, Dongliang Qu and the Sponsor];
(iii) “ Offering Shares ” shall mean the shares of Common Stock included in the units sold in the Offering;
(iv) “ Placement Shares ” shall mean the shares of Common Stock sold as part of the Placement Units;
(v) “Placement Warrants” shall mean the aggregate of 250,000 Warrants to purchase up to an aggregate
of 125,000 shares of the Common Stock that are included in the Placement Units; (vi) “Placement Units”
shall mean the aggregate of 250,000 Units (or 268,750 Units if the Underwriter’s exercise its over-allotment option in full)
of the Company (each Placement Unit consists of one Placement Warrant and one Placement Share) sold in the Private Placement to
the Sponsor and Cantor Fitzgerald for an aggregate purchase price of $2,500,000 (or $2,687,500 if the Underwriter’s exercise
its over-allotment option in full); (vii) “Trust Account” shall mean the trust account into which net
proceeds of the Offering and the Private Placement will be deposited; (viii) “Prospectus” shall mean
the prospectus included in the registration statement filed by the Company in connection with the Offering, as supplemented or
amended from time to time; (ix) “Private Placement” shall mean that certain private placement transaction
occurring simultaneously with the closing of the Offering pursuant to which the Company has agreed to sell an aggregate of 250,000
Placement Units to Zhong Hui Holding Limited, a Republic of Seychelles registered company (the “Sponsor”);
(x) “Insiders” shall mean the Sponsor and its members, any holders of Founder Shares, any person who
receives Placement Units or their underlying securities as a Permitted Transferee or Founder Shares as a Permitted Transferee and
each officer and director of the Company; and (y) references to completion of the Offering shall exclude any exercise of the Underwriter’s
over-allotment option.


 


16.            This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not
be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by
a written instrument executed by the parties hereto.


 


17.            No
party may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other party.  Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding
on each undersigned party and each of such undersigned party’s, as applicable, heirs, personal representatives, successors
and assigns.


 


18.            This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable
to contracts entered into within the borders of such state and without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. The parties (i) agree that any action, proceeding, claim
or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the federal or state
courts in the borough of Manhattan in the City of New York, and irrevocably submits to such jurisdiction and venue, which jurisdiction
and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent
an inconvenient forum.


 


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


 


20.            This
Letter Agreement shall terminate in the event that the Offering is not completed by [December] 31, 2015.


 


[Signature page follows]


 



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	 	Sincerely,
	 	 	 
	 	
        JM GLOBAL HOLDING COMPANY

        a Delaware corporation

	 	 	 
	 	By:	
	 	Name:	Tim Richerson
	 	Title:	Chief Executive Officer


 


	 	
        ZHONG HUI HOLDING LIMITED

        a Republic of Seychelles registered company

	 	 	 
	 	By:	
	 	Name:	 
	 	Title:	 


 


	 	
	 	Qi (Jacky) Zhang  
	 	 
	 	
	 	Tim Richerson
	 	 	 
	 	
	 	Peter Nathanial


 


	 	
	 	Kurt Jetta
	 	 
	 	
	 	Dongliang Qu
	 	 	 


[Signature Page to Letter
Agreement]


 


 


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