Exhibit 10.3


 


SETTLEMENT
AND RELEASE AGREEMENT


 


This
SETTLEMENT AND RELEASE AGREEMENT (this “Agreement”) is dated as of November 20, 2018, by and between
I-AM Capital Acquisition Company (“I-AM” or the “Company”) and Maxim Group LLC (“Maxim”).
I-AM and Maxim are each sometimes referred to herein individually as a “Party” and together as the “Parties.”


 


W
I T N E S S E T H


 


WHEREAS,
on or around August 16, 2017, the Company and Maxim executed an underwriting agreement pursuant to which Maxim acted as lead managing
underwriter in connection with respect to the initial public offering of common stock of the Company (the “Underwriting
Agreement”); and


 


WHEREAS,
pursuant to Section 1.3 of the Underwriting Agreement, the Company owes to Maxim $1,820,000 (USD) upon the consummation of a Business
Combination;


 


WHEREAS,
disputes have arisen regarding the obligations of the Company to pay compensation to Maxim pursuant to the Underwriting Agreement;


 


WHEREAS,
the Parties have agreed to settle all disputes by and between them; and


 


NOW
THEREFORE, in consideration of the mutual promises herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties hereto hereby agree as follows:


 


1.       Capitalized
Terms. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Underwriting
Agreement.


 


2.       Payment.
The Company agrees to make a cash payment to Maxim of $20,000 (USD) directly from the Trust Account upon the consummation of the
Business Combination. The date of receipt of the cash payment shall be the “Effective Date.”


 


3.       Senior
Secured Note. The Company shall execute a senior secured note in favor of Maxim Partners LLC in the amount of $1,800,000 (USD)
in the form attached hereto as Exhibit A (the “Note”). The Note shall be executed by the Company as a necessary
condition of Maxim’s acceptance and execution of this Agreement.


 


4.       Removal
of Restrictive Legend. Within two (2) business days of the execution of this Agreement, the Company shall take all necessary
measures to effect the removal of the restrictive legend from the share certificates evidencing Maxim Partners LLC’s ownership
of 50,000 shares of Company common stock (the “Common Stock”) and Maxim’s ownership of 2,000 shares of Common
Stock.


 


5.       Current
Report. Within two (2) business days of the execution of this Agreement, the Company shall file with the Commission a Current
Report on Form 8-K reflecting the contents of this Agreement.


 






    



     


    

 


6.       Release
of Maxim. As of the Effective Date, the Company, for itself and any of its direct and indirect affiliates, parent corporations,
subsidiaries, subdivisions, successors, predecessors, members, shareholders and assigns (collectively the “Company Releasors”),
hereby (a) releases, acquits and forever discharges Maxim and each of such its direct and indirect affiliates, parent corporations,
subsidiaries, subdivisions, successors, predecessors, members, shareholders, and assigns, and their present and former officers,
directors, legal representatives, employees, agents and attorneys, and their heirs, executors, administrators, trustees, successors
and assigns (the parties so released, herein each a “Maxim Releasee” and collectively, the “Maxim
Releasees”) of and from any and all causes of actions, claims, suits, liens, losses, damages, judgments, demands, liabilities,
rights, obligations, costs, expenses, and attorneys’ fees of every nature, kind and description whatsoever, at law or in
equity, whether individual, class or derivative in nature, whether based on federal, state or foreign law or right of action,
mature or unmatured, accrued or not accrued, known or unknown, fixed or contingent, which the Company Releasors ever had, now
have or hereafter can, shall or may have against any Maxim Releasees by reason of any matter, cause or thing whatsoever arising
under, related to or otherwise associated with the Underwriting Agreement or Business Combination (collectively, the “Maxim
Released Claims”) and (b) covenants not to institute, maintain or prosecute any action, claim, suit, complaint, proceeding
or cause of action or any kind to enforce any of the Maxim Released Claims. In any litigation arising from or related to an alleged
breach of this Section, this Agreement may be pleaded as a defense, counterclaim or crossclaim, and shall be admissible into evidence
without any foundation testimony whatsoever. Each Company Releasor expressly covenants and agrees that the release granted by
it in this Section 6 shall be binding in all respects upon the Company Releasors and shall inure to the benefit of the successors
and assigns of the Maxim Releasees, and agrees that the Maxim Releasees shall have no further liabilities or obligations to Company
Releasors under or relating to the Underwriting Agreement or Business Combination. Excluded from the foregoing mutual general
releases are any claims for enforcement of this Agreement.


 


7.       Release
of the Company. As of the Effective Date, Maxim, for itself and any of its direct and indirect affiliates, parent corporations,
subsidiaries, subdivisions, successors, predecessors, members, shareholders and assigns (collectively a “Maxim Releasors”),
hereby (a) releases, acquits and forever discharges the Company and each of its direct and indirect affiliates, parent corporations,
subsidiaries, subdivisions, successors, predecessors, members, shareholders, and assigns, and their present and former officers,
directors, legal representatives, employees, agents and attorneys, and their heirs, executors, administrators, trustees, successors
and assigns (the parties so released, herein each a “Company Releasee” and collectively, the “Company
Releasees”) of and from any and all causes of actions, claims, suits, liens, losses, damages, judgments, demands, liabilities,
rights, obligations, costs, expenses, and attorneys’ fees of every nature, kind and description whatsoever, at law or in
equity, whether individual, class or derivative in nature, whether based on federal, state or foreign law or right of action,
mature or unmatured, accrued or not accrued, known or unknown, fixed or contingent, which the Releasing Parties ever had, now
have or hereafter can, shall or may have against any Released Parties by reason of any matter, cause or thing whatsoever arising
under, related to or otherwise associated with the payment obligations set forth in Section 3.32 of the Underwriting Agreement
(collectively, the “Company Released Claims”) and (b) covenants not to institute, maintain or prosecute any
action, claim, suit, complaint, proceeding or cause of action or any kind to enforce any of the Company Released Claims. In any
litigation arising from or related to an alleged breach of this Section, this Agreement may be pleaded as a defense, counterclaim
or crossclaim, and shall be admissible into evidence without any foundation testimony whatsoever. Each Maxim Releasor expressly
covenants and agrees that the release granted by it in this Section 7 shall be binding in all respects upon the Maxim Releasors
and shall inure to the benefit of the successors and assigns of the Company Releasees, and agrees that the Company Releasees shall
have no further liabilities or obligations to Maxim Releasors under Section 3.32 of the Underwriting Agreement. Excluded from
the foregoing mutual general releases are any claims for enforcement of this Agreement.


 



    



     


    

 


8.         Counterparts.
This Agreement may be executed in any number of counterparts and by different Parties hereto on separate counterparts, each of
which counterparts, when executed and delivered, shall be deemed an original and all of which counterparts, taken together, shall
constitute one and the same Agreement. A facsimile or PDF signature shall be deemed to be an original signature for all purposes.


 


9.         Further
Assurances. Each Party hereto agrees that, from time to time, such Party will promptly execute and deliver all such further
notices, instruments, consents and documents, and take all such further action, as may be reasonably necessary to effect the agreements
of the Parties hereto set forth herein.


 


10.       Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of each Party hereto and its successors and assigns.
The Parties acknowledge and agree that the each such Party’s respective Released Parties are intended third party beneficiaries
of this Agreement and that each of them may independently enforce the terms of this Agreement just as if they were parties.


 


11.       Interpretation;
Entire Agreement. The provisions of this Agreement shall survive the Effective Date. This Agreement sets forth the entire
agreement and understanding among the Parties and all prior or contemporaneous agreements, understandings, representations and
settlements, oral or written, are merged herein. This Agreement may not be altered or amended except by a written instrument signed
by all of the Parties. Any provision of this Agreement is found to be contrary to law or otherwise invalid, void or unenforceable,
it shall be deemed omitted but shall not affect the remaining terms of this Agreement, which shall remain in full force and effect.


 


12.       Governing
Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without
regard to any law or principles that would make this choice of law provision invalid. Each of the parties hereto irrevocably submits
to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District
Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising
out of this Agreement and the transactions contemplated hereby. Each of the parties hereto irrevocably consents to the jurisdiction
of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably
waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives
any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.


 






    



     


    

 


13.       Authorization.
Each person whose signature is affixed hereto in a representative capacity represents and warrants that he or she is authorized
and empowered to execute this Agreement on behalf of, and to bind, the person or entity on whose behalf his or her signature is
affixed.


 




    



     


    

 


Intending
to be legally bound hereby, the parties executed the foregoing Settlement and Release Agreement this 20th day of November, 2018.


 





	 	I-AM Capital Acquisition Company
	 	 	 
	 	By:	/s/
    F. Jacob Cherian	 
	 	Name:	F. Jacob Cherian
	 	Title: 	Chief Executive Officer
	 	 	 
	 	Maxim Group LLC
	 	 	 
	 	By:	/s/ Clifford
    Teller	 
	 	Name:	Clifford Teller
	 	Title:	Executive Managing Director, Investment
    Banking




 




    



     


    

 


EXHIBIT
A