Exhibit 10.11


 


Easterly Acquisition Corp.


138 Conant Street


Beverly, MA 01915


 


[·],
2015


Easterly Capital, LLC


Easterly Acquisition Sponsor, LLC


138 Conant Street


Beverly, MA 01915


 


              Re:
 Administrative Services Agreement


 


Ladies and Gentlemen:


 


This letter will confirm our agreement that,
commencing on the date the securities of Easterly Acquisition Corp. (the “Company”) are first listed
on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and
prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing
until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in
each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”),
Easterly Acquisition Sponsor, LLC (the “Sponsor”) and Easterly Capital, LLC, an affiliate of the Sponsor, shall
make available to the Company, at 138 Conant Street, Beverly, MA 01915 (or any successor location), certain office space, utilities,
and general office, receptionist and secretarial support as may be reasonably required by the Company.  In exchange therefor,
the Company shall pay Easterly Capital, LLC, an affiliate of the Sponsor, the sum of $10,000 per month on the Listing Date and
continuing monthly thereafter and will be entitled to be reimbursed for any out-of-pocket expenses until the Termination Date.


 


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


 


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


     


This letter agreement may not be amended,
modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.


     


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


     


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


 


[Signature page follows]


 




    	 



    	 



    

 


	 	Very truly yours,
	 	 
	 	EASTERLY ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	EASTERLY ACQUISITION SPONSOR, LLC	 
	 	 	 
	 By:  	 	 
	 	Name: 	 
	 	Title: Authorized Signatory	 


  


	EASTERLY CAPITAL, LLC	 
	 	 	 
	By:  	 	 
	 	Name: 	 
	 	Title: Authorized Signatory	 


 


[Signature page to Administrative Services
Agreement]