Exhibit 10.4

[·],
2015


Easterly Acquisition Corp.


138 Conant Street


Beverly, MA 01915

 

Re:Initial Public Offering 
 

Ladies and Gentlemen:

 

This letter (this “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 Easterly Acquisition Corp., a Delaware corporation
(the “Company”), and Citigroup Global Markets Inc. (the “Underwriters”), relating
to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s
units (including up to 2,250,000 Units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
and one-half of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase
one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering
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”) and the Company shall apply to have the
Units listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.

 

In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Easterly Acquisition Sponsor, LLC (the “Sponsor”)
and the undersigned individuals, each of whom is a director or member of the Company’s management team (each, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:

 

1.  
The Sponsor and each Insider agrees that if the Company seeks shareholder approval of a proposed Business Combination, then
in connection with such proposed Business Combination, it, he or she shall (i) vote any shares of Common Stock owned by it, him
or her in favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in
connection with such shareholder approval.

 

2.  
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination
within 24 months from the closing of the Public Offering, or such later period approved by the Company’s shareholders in
accordance with the Company’s amended and restated certificate of incorporation, the Sponsor and Insiders 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 10 business days thereafter subject to lawfully available funds therefor, redeem 100% of the Common
Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be
net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish all Public Shareholders’ rights as shareholders (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 shareholders and the Company’s board
of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for
claims of creditors and other requirements of applicable law. The Sponsor and 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 complete a Business Combination within 24 months from
the closing of the Public Offering, unless the Company provides its public shareholders with the opportunity to redeem their shares
of Common Stock 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 interest (which interest shall be net of taxes payable), divided by the number of then
outstanding public shares.

 


    	 



    	 



    

 

The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other
asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares. The Sponsor and each Insider
hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, any redemption rights it, he
or she may have in connection with the consummation of a Business Combination, including, without limitation, any such rights available
in the context of a shareholder vote to approve such Business Combination or in the context of a tender offer made by the Company
to purchase shares of Common Stock (although the Sponsor and Insiders shall be entitled to redemption and liquidation rights with
respect to any shares of Common Stock (other than the Founder Shares) it or they hold if the Company fails to consummate a Business
Combination within 24 months from the date of the closing of the Public Offering).

 

3.  Notwithstanding
the provisions set forth in paragraphs 7(a) and (b) below, during the period commencing on the effective date of the
Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written
consent of Citigroup Global Markets Inc., (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, with
respect to any Units, shares of Common Stock, Warrants or any securities convertible into, or exercisable, or exchangeable
for, shares of Common Stock owned by it, if any, (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, shares of Common Stock, Warrants or any
securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, if any, 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, including the filing of a registration statement, specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and
agrees that, prior to the effective date of any release or waiver, of the restrictions set forth in this paragraph 3 or
paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service
at least two business days before the effective date of the release or waiver. Any release or waiver granted shall only be
effective two business days after the publication date of such press release. The provisions of this paragraph will not apply
if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in
writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms
remain in effect at the time of the transfer. 

 

4. 
In the event of the liquidation of the Trust Account, David Cody, Darrell Crate and Avshalom Kalichstein (the “Managing
Directors”) (which for purposes of clarification shall not extend to any other shareholders, members or managers
of the Sponsor) agree 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) a prospective target
business with which the Company has entered into an acquisition agreement (a “Target”); provided,
however, that such indemnification of the Company by the Managing Directors shall apply only to the extent necessary to ensure
that such claims by a third party for services rendered (other than the Company’s independent public accountants and Underwriters)
or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.00 per share
of the Offering Shares or (ii) such lesser amount per share of the Offering Shares held in the Trust Account due to reductions
in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case, net of the amount of interest
earned on the property in the Trust Account which may be withdrawn to pay taxes, except as to any claims by a third party who executed
a waiver of any and all rights to seek access to the trust account and except as to any claims under the Company’s indemnity
of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event
that any such executed waiver is deemed to be unenforceable against such third party, the Managing Directors shall not be responsible
to the extent of any liability for such third party claims. The Managing Directors shall have the right to defend against any such
claim with counsel of their choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice
of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.





 


    	 



    	 



    


 

5. 
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 2,250,000
shares of Common Stock within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor
agrees that it shall forfeit, at no cost, a number of Founder Shares in the aggregate equal to 562,500 multiplied by a fraction,
(i) the numerator of which is 2,250,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise
of their over-allotment option, and (ii) the denominator of which is 2,250,000. The forfeiture will be adjusted to the extent that
the overallotment option is not exercised in full by the Underwriters so that the pre-offering shareholders will own an aggregate
of 20.0% of the Company’s issued and outstanding shares of Common Stock after the Public Offering. The Sponsor further agrees
that to the extent that the size of the Public Offering is increased or decreased, the Company will purchase or sell shares of
Common Stock or effect a share repurchase or share capitalization, as applicable, immediately prior to the consummation of the
Public offering in such amount as to maintain the ownership of the pre-offering shareholders prior to the Public Offering at 20.0%
of its issued and outstanding shares of Common Stock upon the consummation of the Public Offering. In connection with such increase
or decrease in the size of the Public Offering, then (A) the references to 2,250,000 in the numerator and denominator of the formula
in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of shares included in the Units
issued in the Public Offering and (B) the reference to 562,500 in the formula set forth in the immediately preceding sentence shall
be adjusted to such number of shares of Common Stock that the Sponsor would have to return to the Company in order to hold (with
all of the pre-offering shareholders) an aggregate of 20.0% of the Company’s issued and outstanding shares after the Public
Offering.

 

6. (a) The Sponsor and each Insider
hereby agrees not to participate in the formation of, or become an officer or director of, any other blank check company unless
the Company has failed to complete a Business Combination within 24 months after the closing of the Public Offering. Such restriction
does not preclude the Sponsor from pursuing limited partnership interests in asset management companies. For the avoidance of doubt,
the Sponsor and each Insider are allowed to participate in the formation of, or become an officer or director of, another blank
check company upon completion of the Business Combination.

 

(b) The Sponsor and each Insider hereby
agrees and acknowledges that: (i) each of the Underwriters and the Company would be irreparably injured in the event of a breach
by such Sponsor or Insider of his, her or its obligations under paragraphs 1, 2, 3, 4, 5, 6(a), 7(a), 7(b), and 9 of this Letter
Agreement, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled
to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.

 

7. (a) The Sponsor and each Insider agrees
that it, he or she shall not Transfer (as defined below) any Founder Shares until one year after the completion of the Company’s
initial Business Combination or earlier if, subsequent to the Business Combination, (x) the last sale price of the Common Stock
equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any
20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination
or (y) the date following the completion of the Company’s initial Business Combination on which the Company completes a liquidation,
merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to
exchange their shares of Common Stock for cash, securities or other property (the “Founder Shares Lock-up Period”).

 

(b) 
The Sponsor and each Insider agrees that it, he or she shall not effectuate any Transfer of Private Placement Warrants or
shares of Common Stock issued or issuable upon the conversion of the Private Placement Warrants, until 30 days after the completion
of a Business Combination (the “Private Placement Warrants Lock-up Period”, together with the Founder
Shares Lock-up Period, the “Lock-up Periods”).



 

(c)  
Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement
Warrants and shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants and that
are held by the initial purchasers of the Private Placement Warrants or their permitted transferees (that have complied with this
paragraph 7(c)), are permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the
Company’s officers or directors, any members of the Sponsor or their affiliates, or any affiliates of the Sponsor; (b) in
the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiary
of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization;
(c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in
the case of an individual, transfers pursuant to a qualified domestic relations order; (e) transfers 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; (f) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability
company agreement upon dissolution of the Sponsor; (g) transfers in the event of the Company’s liquidation prior to the completion
of an initial Business Combination; and (h) in the event of the Company’s completion of a liquidation, merger, share exchange
or other similar transaction which results in all of the Company’s shareholders having the right to exchange their shares
of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination;
provided, however, that in the case of clauses (a) through (f), these permitted transferees must enter into a written agreement
agreeing to be bound by the restrictions herein.

 


    	 



    	 



    

 

8. The Sponsor and each Insider
represents and warrants that it, he or she 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. Each Insider’s
biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate
in all respects and does not omit any material information with respect to the undersigned’s background. Each Insider’s
questionnaire furnished to the Company is true and accurate in all respects. Each Insider represents and warrants that: the undersigned
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; the undersigned 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.

 

9.    
Except as disclosed in the Prospectus, neither the Sponsor or any Insider nor any affiliate of the Sponsor or any Insider,
nor any director or officer of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee,
monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order
to effectuate the consummation of the Company’s initial Business Combination (regardless of the type of transaction that
it is), other than the following, none of which will be made from the proceeds of the Public Offering held in the Trust Account
prior to the completion of the initial Business Combination: repayment of a loan and advances of an aggregate of $100,000 made
to the Company by the Sponsor; repayment of an advance of $12,500 to an affiliate of the Sponsor; payment to an affiliate of the
Sponsor for office space, utilities and secretarial support for a total of $10,000 per month; reimbursement for any reasonable
out-of-pocket expenses related to identifying, investigating and consummating an initial Business Combination, and repayment of
loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or certain of the Company’s
officers and directors to finance transaction costs in connection with an intended initial Business Combination, provided, that,
if the Company does not consummate an initial Business Combination, a portion of the working capital held outside the Trust Account
may be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment.
Up to $1,000,000 of such loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per
warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants.

 

10.
The Sponsor and each Insider has full right and power, without violating any agreement to which it 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, as applicable, to serve as a director on the board of directors of the Company and hereby consents to being
named in the Prospectus as a director of the Company.

 

11.
As used herein, (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 4,312,500 shares of the Common Stock beneficially held by the Sponsor
(or 3,750,000 shares if the over-allotment option is not exercised by the Underwriters) for an aggregate purchase price of $25,000,
at $0.0001 par value per share, prior to the consummation of the Public Offering; (iii) “Private Placement Warrants”
 shall mean the Warrants to purchase up to 5,500,000 shares of Common Stock of the Company (or 6,062,500 shares of Common Stock
if the over-allotment option is exercised in full) that are acquired by the Sponsor for an aggregate purchase price of $5,500,000
in the aggregate (or $6,062,500 if the over-allotment option is exercised in full), or $1.00 per Warrant, in a private placement
that shall occur simultaneously with the consummation of the Public Offering; (iv) “Public Shareholders”
shall mean the holders of securities issued in the Public Offering; (v) “Trust Account” shall mean the
trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (vi) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of 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 with respect to, any security,
(b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

 


    	 



    	 



    


 

12.
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 all parties hereto.





 

13.
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 Sponsor and Insiders and their respective successors, assigns and permitted transferees.

 

14.
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York,
without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The parties hereto (i) all 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 courts of New York City, in the State of New York, and irrevocably submit
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.

 

15.
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.

 

16. This
Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of
the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the
Public Offering is not consummated and closed by December 31, 2015,  provided
further that paragraph 4 of this Letter Agreement shall survive such liquidation.

 

[Signature page follows]


 


 




    	 



    	 



    

 


 


Sincerely,

 


Easterly Acquisition Sponsor,
LLC


 

 


By:                                                                


Name:

Title: Authorized Signatory


 


By:                                                                


Name: Avshalom Kalichstein


 


By:                                                                


Name: Darrell Crate


 


By:                                                                


Name: Jurgen Lika






 



 


 


 


 


 


 


Acknowledged and Agreed,


Easterly Acquisition Corp.


 


By:                                                                 


Name:

Title: