Exhibit 10.6


 


____________
__, 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


 


Gentlemen: 


 


This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
to be entered into by and between JM Global Holding Company, a Delaware corporation (the “Company”),
and Cantor Fitzgerald & Co. (the “Underwriter”) relating to an underwritten initial public offering
(the “IPO”) 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 (“Warrant”) to purchase one-half of one share of Common Stock. The undersigned intends to
purchase 3,000,000 Units in the IPO. Certain capitalized terms used herein are defined in paragraph 6 hereof.


 


In
order to induce the Company and the Underwriter to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition
of the benefit that such IPO will confer upon the undersigned as a stockholder of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company and
the Underwriter as follows:


 


1.       The
undersigned will not sell, assign, transfer, pledge, hypothecate or otherwise dispose (each a “Transfer”)
of 1,000,000 shares of Common Stock acquired by it in the IPO (such shares being referred to herein as the “Restricted
Shares”) prior to the consummation of a Business Combination; provided, however, that the undersigned may Transfer
any such Restricted Shares if, and only if, the prospective transferee executes a written agreement pursuant to which such transferee
is bound by the same terms and conditions of this letter agreement. The undersigned understands and acknowledges that the certificates
representing the Units purchased by him, her or it in the IPO will bear a legend indicating the foregoing restriction on Transfers.


 






    	 



    	 



    

 


2.       If
the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock
acquired in the IPO in favor of such Business Combination.


 



3.       The
undersigned hereby waives his, her or its right to exercise redemption rights, as described in the Registration Statement, in
connection with a Business Combination with respect to the Restricted Shares, and agrees that he, she or it will not seek redemption
with respect to such Restricted Shares in connection with any vote on a Business Combination with respect thereto.


 


4.       The
undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter
agreement.


 


5.       In
connection with Section 5-1401 of the General Obligations Law of the State of New York, this letter 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 letter agreement shall be resolved through final and binding arbitration
in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration
shall be brought before the AAA International Center for Dispute Resolution’s offices in New York City, New York, will be
conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial Disputes Panel and that
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, together with the prevailing party’s legal
fees and expenses, shall be borne by the non-prevailing party or as otherwise directed by the arbitrators. The undersigned hereby
appoints, without power of revocation, Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor,
New York, New York 10105, Fax No.: (212) 370-7889, Attn: Douglas S. Ellenoff, Esq., as its agent to accept and acknowledge on
its 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 letter agreement.


 


6.       As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, all
as more fully described in the Registration Statement; and (ii) “Registration Statement” means the registration
statement on Form S-1 (File No. 333-204995), as amended, filed by the Company with the Securities and Exchange Commission with
respect to the IPO.


 






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7.       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 or facsimile transmission.


 


8.       No
party hereto 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 the parties hereto and any successors and assigns thereof.


 


9.       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 IPO.


 





	 	 	 
	 	 	Print
    Name
	 	 	 
	 	 	 
	 	 	Signature


 





 


	Accepted and Agreed:



	 
	 	 
	JM Global Holding Company	 
	 	 	 
	By:		 
	 	Name:	 
	 	Title:	 
	 	 	 
	Cantor Fitzgerald & Co.	 
	 	 	 
	By:		 
	 	Name:	 
	 	Title:	 


 




 


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