Exhibit 10.1


 


________ ___, 2018


 


Opes Acquisition Corp.


c/o Axis Capital Management


Park Plaza Torre I


Javier Barros Sierra 540, Of. 130


Col. Santa Fe


01210 Mexico City, Mexico


 


EarlyBirdCapital,
Inc.


366 Madison
Avenue, 8th Floor


New York, New
York 10017


 


		Re:	Initial Public Offering



 


Ladies and Gentlemen:


 


This letter is being delivered to you in
accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between
Opes Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative
(“Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”),
relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”),
each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”)
and one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain
capitalized terms used herein are defined in paragraph 13 hereof.


 


In order to induce the
Company and the Underwriters 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, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1.           If
the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock
beneficially owned by him, her or it, whether acquired before, in, or after the IPO, in favor of such Business Combination.


 




     


     


    

 


2.           In
the event that the Company fails to consummate a Business Combination within the time period set forth in the Company’s Certificate
of Incorporation, as the same may be amended from time to time, the undersigned will, as promptly as possible, 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
(10) business days thereafter, redeem 100% of the Common Stock sold as part of the Units in the IPO, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account not
previously released to the Company, divided by the number of then outstanding public shares, which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), 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, dissolve and liquidate, subject in the cases 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. The undersigned hereby
waives any and all right, title, interest, or claim of any kind in or to any distribution of the Trust Account (“Claim”)
as a result of such liquidation with respect to his shares of Founders’ Common Stock and hereby waives any Claim the undersigned
may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse
against the Trust Account for any reason whatsoever. The undersigned acknowledges and agrees that there will be no distribution
from the Trust Account with respect to any Warrants, all rights of which will terminate on the Company’s liquidation. [In
the event of the liquidation of the Trust Account, the undersigned agrees to indemnify and hold harmless the Company for any debts
and obligations to target businesses or vendors or other entities that are owed money by the Company for services rendered or contracted
for or products sold to the Company, but only to the extent necessary to ensure that such debt or obligation does not reduce the
amount of funds in the Trust Account below $10.10 per share; provided that such indemnity shall not apply (i) if such vendor or
prospective target business executed an agreement waiving any Claim in or to any monies held in the Trust Account, or (ii) as to
any Claims under the Company’s obligation to indemnify the Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the “Securities Act”). Additionally, in the event that the Company does
not consummate a Business Combination and must liquidate and its remaining net assets are insufficient to complete such liquidation,
the undersigned agrees to advance such funds necessary to complete such liquidation and agrees not to seek repayment for such expenses.]1


 


3.           The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company, such transaction must be approved by a majority of the Company’s disinterested independent
directors and the Company must obtain an opinion from an independent investment banking firm, or another independent entity that
commonly renders valuation opinions on the type of target business the Company is seeking to acquire, that such Business Combination
is fair to the Company’s unaffiliated stockholders from a financial point of view.


 





 






1
For Axis Capital Management Only.


 




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4.           Neither
the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation or other
cash payment prior to, or for services rendered in order to effectuate, the consummation of the Business Combination; provided
that the Company shall be allowed to make the payments set forth in the Registration Statement under the caption “Prospectus
Summary – The Offering – Limited payments to insiders.”


 


5.           Neither
the undersigned nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation
in the event the undersigned or any affiliate of the undersigned originates a Business Combination.


 


6.           The
undersigned will place into escrow all shares of Founders’ Common Stock, if any, held by the undersigned pursuant to the
terms of a Stock Escrow Agreement which the Company will enter into in connection with the IPO.


 


7.           In
order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, the undersigned hereby agrees
that until the earliest of the Company’s initial Business Combination or liquidation, the undersigned shall present to the
Company for its consideration, prior to presentation to any other entity, any target business which has a fair market value of
at least 80% of the assets held in the Trust Account (excluding taxes payable on the income accrued in the Trust Account), subject
to any pre-existing fiduciary or contractual obligations the undersigned might have.


 


8.           The
undersigned agrees to be an officer and/or director of the Company until the earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company
and the Representative is true and accurate in all respects and does not omit any material information with respect to the undersigned’s
background. The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and
accurate in all respects. The undersigned represents and warrants that:


 


		(a)	he/she/it has never had a petition under the federal
bankruptcy laws or any state insolvency law been filed by or against (i) him/her/it or any partnership in which he/she/it was
a general partner at or within two years before the time of filing; or (ii) any corporation or business association of which he/she/it
was an executive officer at or within two years before the time of such filing;



 


		(b)	he/she/it has never had a receiver, fiscal agent or
similar officer been appointed by a court for his/her/its business or property, or any such partnership;



 


		(c)	he/she/it has never been convicted of fraud in a civil
or criminal proceeding;



 


		(d)	he/she/it/ has never been convicted in a criminal proceeding
or named the subject of a pending criminal proceeding (excluding traffic violations and minor offenses);



 




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		(e)	he/she/it has never been the subject of any order, judgment
or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining or otherwise limiting him/her/it from (i) acting as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures
Trading Commission (“CFTC”) or an associated person of any of the foregoing, or as an investment adviser, underwriter,
broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and
loan association or insurance company, or from engaging in or continuing any conduct or practice in connection with any such activity;
or (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase
or sale of any security or commodity or in connection with any violation of federal or state securities or federal commodities
laws;



 


		(f)	he/she/it has never been the subject of any order, judgment
or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise
limiting for more than 60 days your right to engage in any activity described in 9(e)(i) above, or to be associated with persons
engaged in any such activity;



 


		(g)	he/she/it has never been found by a court of competent
jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, where the judgment in such
civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;



 


		(h)	he/she/it has never been found by a court of competent
jurisdiction in a civil action or by the CFTC to have violated any federal commodities law, where the judgment in such civil action
or finding by the CFTC has not been subsequently reversed, suspended or vacated;



 


		(i)	he/she/it has never been the subject of, or a party to,
any Federal or State judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated,
relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation, (ii) any law or regulation
respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order
of disgorgement or restitution, civil money penalty or temporary or permanent cease-and desist order, or removal or prohibition
order or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;



 




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		(j)	he/she/it has never been the subject of, or party to, any
sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory organization, any registered entity,
or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated
with a member;



 


		(k)	he/she/it has never been convicted of any felony or misdemeanor:
(i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii)
arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment advisor
or paid solicitor of purchasers of securities;



 


		(l)	he/she/it was never subject to a final order of a state
securities commission (or an agency of officer of a state performing like functions); a state authority that supervises or examines
banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like
functions); an appropriate federal banking agency; the Commodity Futures Trading Commission; or the National Credit Union Administration
that is based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;



 


		(m)	he/she/it has never been subject to any order, judgment
or decree of any court of competent jurisdiction, that, at the time of such sale, restrained or enjoined him/her/it from engaging
or continuing to engage in any conduct or practice: (i) in connection with the purchase or sale of any security; (ii) involving
the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer,
municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;



 


		(n)	he/she/it has never been subject to any order of the SEC
that orders him/her/it to cease and desist from committing or causing a future violation of: (i) any scienter-based anti-fraud
provision of the federal securities laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section 10(b)
of the Exchange Act and Rule 10b-5 thereunder, and Section 206(1) of the Advisers Act or any other rule or regulation thereunder;
or (ii) Section 5 of the Securities Act;



 


		(o)	he/she/it has never been named as an underwriter in any
registration statement or Regulation A offering statement filed with the SEC that was the subject of a refusal order, stop order,
or order suspending the Regulation A exemption, or is, currently, the subject of an investigation or proceeding to determine whether
a stop order or suspension order should be issued;



 




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		(p)	he/she/it has never been subject to a United States Postal
Service false representation order, or is currently subject to a temporary restraining order or preliminary injunction with respect
to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through
the mail by means of false representations;



 


		(q)	he/she/it is not subject to a final order of a state securities
commission (or an agency of officer of a state performing like functions); a state authority that supervises or examines banks,
savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions);
an appropriate federal banking agency; the Commodity Futures Trading Commission; or the National Credit Union Administration that
bars the undersigned from: (i) association with an entity regulated by such commission, authority, agency or officer; (ii) engaging
in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities;



 


		(r)	he/she/it is not subject to an order of the SEC entered
pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e)
or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”) that: (i) suspends or revokes the undersigned’s
registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations on the activities,
functions or operations of, or imposes civil money penalties on, such person; or (iii) bars the undersigned from being associated
with any entity or from participating in the offering of any penny stock; and



 


		(s)	he/she/it has never been suspended or expelled from membership
in, or suspended or barred from association with a member of, a securities self-regulatory organization (e.g., a registered national
securities exchange or a registered national or affiliated securities association) for any act or omission to act constituting
conduct inconsistent with just and equitable principles of trade.



 


9.           The
undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement
and to serve as an officer and/or director of the Company.


 


10.         The
undersigned hereby waives his right to exercise conversion/redemption rights with respect to any shares of the Company’s
common stock owned or to be owned by the undersigned, directly or indirectly (or to sell such shares to the Company in a tender
offer), and agrees to not seek conversion/redemption with respect to such shares in connection with any vote to approve a Business
Combination (or sell such shares to the Company in a tender offer in connection with such a Business Combination).


 


11.         The
undersigned hereby agrees not to propose, or vote in favor of, an amendment to Article Sixth of the Company’s Amended and
Restated Certificate of Incorporation prior to the consummation of a Business Combination unless the Company provides holders of
IPO Shares with the opportunity to convert or redeem their IPO Shares in connection with any such vote.


 




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12.         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 Company and the undersigned hereby: (i) agrees that any action, proceeding, or claim against him arising out of or relating
in any way to this letter agreement (a “Proceeding”) shall be brought and enforced in the courts of the
State of New York or the courts of the United States of America for the Southern District of New York, as applicable, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and
that such courts represent an inconvenient forum, and (iii) irrevocably agrees to appoint Graubard Miller as agent for the service
of process in the State of New York to receive, for the undersigned and on his behalf, service of process in any Proceeding. If
for any reason such agent is unable to act as such, the undersigned will promptly notify the Company and the Representative and
appoint a substitute agent acceptable to each of the Company and the Representative within thirty (30) days and nothing in this
letter will affect the right of either party to serve process in any other manner permitted by law.


 


13.         As
used herein, (i) a “Business Combination” means a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization, or other similar business combination with one or more businesses or entities; (ii) “Insiders”
means all officers, directors, stockholders and sponsors of the Company immediately prior to the IPO; (iii) “Founders’
Common Stock” means all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO; (iv)
“IPO Shares” means the shares of Common Stock issued in the Company’s IPO; (v) “Private
Units” means the units that are being sold privately by the Company simultaneously with the consummation of the IPO;
(vi) “Trust Account” means the trust account into which a portion of the net proceeds of the Company’s
IPO will be deposited; and (vii) “Registration Statement” means the Company’s registration statement
on Form S-1 (SEC File No. 333-223106) filed with the Securities and Exchange Commission.


 


14.         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.


 


15.         (a)          The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations,
and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render any of the Underwriters
a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with
respect to the subject matter hereof.


 




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(b)          The
undersigned hereby agrees and acknowledges that: (i) each of the Underwriters and the Company may be irreparably injured in the
event of a breach of any of the obligations contained in this letter, (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.


 


16.         This
letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives
and assigns. This letter agreement shall terminate on the earlier of (i) the consummation of a Business Combination and (ii) the
liquidation of the Company; provided, that such termination shall not relieve the undersigned from liability for any breach
of this agreement prior to its termination.


 


[Signature Page Follows]


 




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	 	 	Print Name of Insider	 
	 	 	 	 
	 	 	 
	 	 	Signature	 
	 	 	 	 
	 	 	Acknowledged and Agreed:
	 	 	 
	 	 	OPES ACQUISITION CORP.
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	EARLYBIRDCAPITAL, INC.
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 




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