Exhibit 10.2


 





Macquarie Capital (USA) Inc.



A Member of the Macquarie Group of Companies


 


	
        125 West 55th Street

        New York, NY 10019

         
	
        Telephone(212) 231-1000

        Tollfree(800) 648-2878

        Facsimile(212) 231-1717

        Internetwww.macquarie.com
	 


 





June
21, 2016





 


	STRICTLY CONFIDENTIAL	 
	 	 
	 	 
	
        A Lorne Weil

        Chairman and Chief Executive Officer

        Hydra Industries Acquisition Corp.

        250 West
        57th Street, 30th Floor

        New York, New York 10107
	
         

         

         



 


Dear Mr. Weil:









This letter agreement (including Attachment
A hereto, this “Letter Agreement”) confirms the understanding between Hydra Industries Acquisition Corp. (together
with its affiliates, subsidiaries and any entity formed or invested in to effect a Transaction (as defined below), collectively,
the “Company” or “you”) and Macquarie Capital (USA) Inc. (“Macquarie Capital” or “we”)
with regard to the engagement of Macquarie Capital to act as non-exclusive financial advisor to the Company in connection with
the proposed acquisition (“Transaction”), whether in one or a series of transactions, directly or indirectly, of all
or a material portion of the business, assets or equity securities of, or any other effort by the Company to obtain control of
or a material investment in, Inspired Gaming Group Limited and/or its subsidiaries (collectively, the “Target”), whether
by way of a merger, consolidation, business combination, recapitalization, reorganization, restructuring, tender or exchange offer,
purchase or investment, leveraged buyout, partnership, joint venture, acquisition or lease of assets, or any other similar transaction
however structured.


 


Macquarie Capital’s Services


 


1.       Subject
to the terms and conditions of this Letter Agreement, Macquarie Capital shall provide advisory services that are customary for
financial advisory engagements of this type and as mutually agreed upon by the Company and Macquarie Capital. For the avoidance
of doubt, such services shall include advising the Company with respect to any financing, including amendments to the Target’s
existing debt agreements associated with the Transaction.


 


Fees and Expenses


 


2.       As
consideration for the services to be performed under this Letter Agreement, the Company shall pay Macquarie Capital the following
non-refundable cash fees:


 


a.       
a fee (the “Transaction Fee”) of $3,150,000, below), payable only upon consummation of a Transaction (“Closing”);
and


 


b.       a
fee equal to 10% of the following fees, payments, compensation, or profits, net of any expenses incurred by the Company in conjunction
with the proposed Transaction (the “Break-up Share”) received by the Company or any of its affiliates in connection
with the termination or abandonment of a proposed Transaction with the Target, payable promptly upon receipt thereof by the Company
or any of its affiliates: (i) any so-called “termination,” “break-up,” “topping,” or similar
fee or payment (including, without limitation, any fee or payment characterized as expense reimbursement to the extent in excess
of the actual, documented and reasonable out-of-pocket expenses of the Company), (ii) any judgment for damages or amount in settlement
of any dispute as a result of any termination or other failure to consummate the proposed Transaction, or (iii) any profit arising
from any shares (or option to acquire shares or assets) of the Target or any of its affiliates acquired in connection with the
Transaction (whether newly issued, treasury shares or third-party); provided that in no event shall the Break-up Share exceed the
Transaction Fee that would have been payable to Macquarie Capital had such Transaction been consummated.


 






    

Macquarie Capital (USA) Inc. is not an authorized deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia), and its obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542. Macquarie Bank Limited does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Capital (USA) Inc.


    
	Hydra Industries Acquisition Corp.	Page 2




    

 


3.       The
Company (meaning the SPAC) agrees to reimburse Macquarie Capital periodically, upon request, and upon termination of our services
pursuant to this Letter Agreement for our reasonable expenses, including, without limitation, the fees and disbursements of our
third-party attorneys (for advice in connection with the performance of advisory services), arising in connection with any matter
referred to in this Letter Agreement. The provisions of this Section shall not in any way limit the Company’s obligations
pursuant to Attachment A hereto. For the avoidance of doubt, the foregoing is not intended to modify the expense sharing provisions
of that certain letter agreement, dated as of October 24, 2014, between Hydra Industries Sponsor LLC, MIHI LLC and Hydra Industries
Acquisition Corp.


 


Termination


 


4.       Macquarie
Capital’s engagement under this Letter Agreement may be terminated at any time by either Macquarie Capital or the Company,
upon written notice to that effect to the other party. In the event of any termination of this Letter Agreement the provisions
set forth under the first paragraph, Section 2, Section 3, Section 4, Section 5, and each subsequent Section of this Letter Agreement,
and Attachment A hereto, shall survive any such termination. In addition, in the event of any termination of this Letter Agreement
by Hydra, Macquarie Capital shall continue to be entitled to receive (a) all fees described in this Letter Agreement that have
accrued prior to such termination, (b) reimbursement for expenses incurred prior to termination and (c) the Transaction Fee, in
the event that at any time prior to the date falling on the first anniversary of such termination (i) a Transaction with the Target
is consummated or (ii) a definitive agreement, letter of intent or agreement in principle with respect to a Transaction with the
Target or another transaction that has substantially the same effect as, a Transaction with the Target (a “Similar Transaction”),
is entered into and such definitive agreement, letter of intent or agreement in principle at any time subsequently results in a
Transaction with the Target or a Similar Transaction that is consummated, which Transaction Fee shall be payable promptly upon
consummation of such Transaction or Similar Transaction.


 


Information


 


5.       The
Company will furnish or arrange to have furnished to Macquarie Capital (including, if requested by Macquarie Capital, from the
Target) such information as Macquarie Capital reasonably requests in connection with the services to be performed hereunder. The
Company recognizes and acknowledges that Macquarie Capital (a) may rely on all such information as well as publicly available information
without any obligation to independently verify the same, (b) does not assume responsibility for the accuracy or completeness of
any such information and has no obligation to investigate such accuracy or completeness, (c) with respect to any financial forecasts
(including, without limitation, with respect to costs, savings and synergies) that may be furnished to or discussed with Macquarie
Capital by or on behalf of the Company or the Target, will assume that such forecasts have been reasonably prepared and reflect
the best then-currently available estimates and judgment of the Company’s (and the Target’s) management, and (d) has
no obligation to undertake an independent evaluation or appraisal of any assets or liabilities, or evaluate the solvency, of the
Company, the Target or any other party. The Company further agrees to notify Macquarie Capital promptly of any material change
in any information furnished by or on behalf of the Company.


 






     


    
	Hydra Industries Acquisition Corp.	Page 3

 


    

 


6.       The
Company represents and agrees that all information furnished to Macquarie Capital by or on behalf of the Company and any other
information or documents (including, without limitation, any descriptive memoranda) furnished by or on behalf of the Company to
third parties (a) will not contain any untrue statement of a material fact or omit to state any material fact necessary to make
the statements therein, in light of the circumstances in which they were made, not be false or misleading, and (b) will be true,
complete and correct in all material respects.


 


Confidentiality


 


7.       Macquarie
Capital’s role as advisor to the Company and the terms and conditions of this Letter Agreement may not be disclosed by the
Company nor may any references to Macquarie Capital be made without the prior written consent of Macquarie Capital, except as required
by law or the rules and regulations of the Securities Exchange Commission or any exchange on which the securities of the Company
are listed. Any advice, analysis, opinion or documentation (whether written or oral) rendered or provided by Macquarie Capital
in its role as advisor to the Company will be solely for the confidential use of the Board of Directors of the Company and may
not be disclosed, quoted, reproduced, summarized, described or referred to without the prior written consent of Macquarie Capital
(provided, however, that the Company may disclose such information to its officers and representatives on a need to know basis).


 


8.       Macquarie
Capital agrees to keep all information furnished by or on behalf of the Company to Macquarie Capital in connection with this engagement
confidential; provided that (a) such information may be disclosed by Macquarie Capital to its affiliates and to its and
their respective directors, officers, employees, advisors, counsel and other representatives (such persons receiving such confidential
information hereunder, our “Representatives”) and otherwise to the extent necessary for Macquarie Capital to perform
its duties under this Letter Agreement and (b) Macquarie Capital or its Representatives shall not be obligated to keep such information
confidential to the extent that it (i) is or becomes publicly available through a source other than Macquarie Capital, (ii) was
known to Macquarie Capital or its Representatives at the time such information was furnished to Macquarie Capital or its Representatives
(except as to information heretofore provided to Macquarie Capital in its position as a sponsor of the Company in connection with
the Company’s initial public offering (the “IPO”)), (iii) is independently developed by Macquarie Capital or
its Representatives without reference to such information, (iv) is learned from a third party that does not impose an obligation
of confidentiality upon Macquarie Capital and its Representatives, (v) is requested or required to be disclosed pursuant to applicable
law or regulation, stock exchange or self regulatory organization requirements, government or regulatory authority, duly authorized
subpoena or court order or directive, or (vi) is approved for disclosure by prior consent of the Company. The obligations of Macquarie
Capital under the immediately preceding sentence shall terminate upon the second anniversary of the date Macquarie Capital ceases
to perform services for the Company under this Letter Agreement.


 


Other Provisions


 


9.       Macquarie
Capital in its capacity as an advisor to the Company is not assuming any responsibility for the Company’s underlying business
decision to pursue or not to pursue any business strategy or to effect or not to effect any Transaction. The Company acknowledges
and agrees that it is responsible for making its own independent judgment with respect to any Transaction. Notwithstanding the
services provided by Macquarie Capital, the Company will retain complete and final control of all key decisions in connection with
the Transaction, including, without limitation, those decisions concerning: (a) Transaction strategy and pricing; (b) the structure
and form of the Transaction; (c) any descriptive memorandum and other information presented to potential providers of debt or equity;
(d) the entities or persons permitted to receive the descriptive memorandum; (e) the submission of non-binding expressions of interest
or letter of intent; and (f) the entry into a definitive agreement. In addition, Macquarie Capital will not be responsible for
setting the scope of or for reviewing the Company’s due diligence exercise. The Company understands and acknowledges that
Macquarie Capital cannot provide any assurance that Macquarie Capital’s services will result in any Transaction or that a
Transaction will be consummated.


 






     


    
	Hydra Industries Acquisition Corp.	Page 4

 


    

 


10.       The
Company and the Target will be the issuer of and shall be responsible for any descriptive memorandum, and such descriptive memorandum
shall be based exclusively upon information provided by the Company and the Target. The Company and the Target shall be exclusively
responsible for the accuracy and completeness of the descriptive memorandum, and Macquarie Capital may rely upon the accuracy and
completeness of all such information without independent verification. The Company acknowledges and agrees that the Company is
solely responsible for ensuring that it complies with all applicable law, including, without limitation, that any offer or sale
of securities is made in compliance with the registration requirements of the Securities Act of 1933 and the requirements of any
applicable state securities laws or qualifies for an exemption from such registration requirements and/or such state securities
laws.


 


11.       The
Company will be responsible for obtaining its own professional advice on legal, regulatory, accounting, and taxation matters.


 


12.       This
Letter Agreement does not constitute an underwriting agreement, a commitment on the part of Macquarie Capital to subscribe for
securities or to provide or arrange debt or a commitment to invest in any way in any transaction.


 


13.       It
is understood and agreed that Macquarie Capital will act under this Letter Agreement as an independent contractor with duties solely
to the Company and nothing in this Letter Agreement or the nature of our services in connection with this engagement or otherwise
shall be deemed to create a fiduciary duty or fiduciary or agency relationship between or among Macquarie Capital, the Company
or its security holders, employees, creditors, or any other person or entity and the Company agrees that it shall not make, and
hereby waives, any claim based on an assertion of any such fiduciary duty or other relationship.


 


14.       As
further consideration for the services provided pursuant to this Letter Agreement, the Company agrees to the provisions of Attachment
A, the terms of which are incorporated herein in full. Attachment A is an integral part of this Letter Agreement and shall survive
any termination or expiration of this Letter Agreement.


 


15.       All
payments due to Macquarie Capital under this Letter Agreement shall be quoted and payable in cash in U.S. dollars by wire transfer
of immediately available funds without set-off and without deduction for any withholding, stamp, value added or other taxes, fees
or charges.


 


16.       Upon
the earlier of the public announcement of a Transaction or the consummation of a Transaction, Macquarie Capital may, at its option
and expense, disclose to any party or publicly announce its role as financial advisor to the Company, including the material terms
of the Transaction, in any form of media or in Macquarie Capital’s presentations or other marketing materials (including
placing “tombstone” advertisements in financial and other publications and media), which in each case may include the
name and logo of the Company.


 






     


    
	Hydra Industries Acquisition Corp.	Page 5

 


    

 


17.       Macquarie
Capital and its affiliates are engaged in a broad range of securities activities and financial advisory services. Macquarie Capital
and its affiliates carry on a range of businesses on their own account and for their clients, including providing stock brokerage,
investment advisory, investment management, proprietary financings and custodial services. It is possible that the various divisions,
business groups and affiliates of Macquarie Capital which provide these services, and employees of any of them, may hold long,
short or derivative positions in securities or obligations of the Company and its affiliates and/or securities or obligations of
other companies which are or may be involved in any transaction contemplated hereby and may effect transactions in those securities
or obligations for their own account or for the account of their clients. Accordingly, there may be situations where these divisions,
business groups and affiliates and/or their clients either now have or may in the future have interests, or take actions, that
may conflict with the interests of the Company, and the Company agrees that such divisions, business groups and affiliates, and
their clients, may hold such positions, effect such transactions and take such other actions without regard to the Company’s
interests. In addition, research analysts of Macquarie Capital and its affiliates may hold and make statements or investment recommendations
and/or publish research reports with respect to the Company, the transactions contemplated by this Letter Agreement or any other
party involved in such transactions that differ from or are inconsistent with the views or advice communicated by the Macquarie
Capital division of Macquarie Capital. The Company agrees that Macquarie Capital and its affiliates are not required to restrict
their activities as a result of this engagement, and may undertake any business activity (including, without limitation, providing
debt financing, equity capital, or other services (including financial advisory services) for other clients which may have conflicting
interests in respect of the Transaction or otherwise) without further consultation with or notification to the Company and hereby
waives and releases any claims that the Company has with respect to any conflict of interest arising from such transactions, activities,
investments or holdings, or arising from the absence of such consultation or notification. Furthermore, the Company agrees that
Macquarie Capital shall not have a duty to disclose to the Company or use on behalf of the Company any information whatsoever about,
relating to or derived from those activities (except as otherwise required as law).


 


18.       The
Company hereby acknowledges that Macquarie Capital and/or its affiliates(i) currently own shares of the Company’s common
stock and warrants to purchase shares of the Company’s common stock, and (ii) have entered into a contingent forward purchase
contract with the Company to purchase, in a private placement for gross proceeds of approximately $20,000,000 to occur concurrently
with the consummation of the Company’s initial business combination, 2,000,000 of the Company’s units on substantially
the same terms as the sale of units in the Company’s IPO at $10.00 per unit, and 500,000 shares of common stock on the same
terms as the sale of shares of common stock to the Company’s sponsors prior to its IPO.  The Company acknowledges that
such other roles of Macquarie or its affiliates described in the foregoing sentence may involve interests that differ from the
Company’s interests and the Company waives any claims that it may now or in the future have against Macquarie, its affiliates
or the other Indemnified Parties (as defined in Attachment A hereto) relating to the engagement of Macquarie hereunder and as a
result of such other roles and agrees that Macquarie, such affiliates and the other Indemnified Parties shall not have any liability
(whether direct or indirect) to the Company in respect of any such claim or to any person asserting any such claim on behalf of
the Company, including its equity owners or creditors.  The Company acknowledges and agrees Macquarie may disclose confidential
information obtained from the Company to the extent that such disclosure is required by Macquarie or any of its affiliates for
such other roles. In addition, the Company agrees that each of Macquarie and its affiliates shall be entitled to act as it deems
appropriate to protect its interests as an investor, underwriter, creditor or in other financing roles or capacities including,
without limitation, by exercising any power, discretion, right or remedy; withholding any agreement, consent, waiver or approval;
or making any other decision or determination in connection with any such other roles. No such action shall subject Macquarie or
its affiliates to liability hereunder or otherwise.


 






     


    
	Hydra Industries Acquisition Corp.	Page 6

 


    

 


19.       Macquarie
Capital, as a registered broker-dealer and FINRA member, is required to obtain, verify and record certain information regarding
the individuals or entities with which Macquarie Capital does business. The Company agrees to provide Macquarie Capital with the
Company’s tax identification number and/or other identifying information, as necessary to enable Macquarie Capital to comply
with applicable law or regulation. The Company may also be asked to provide documents to verify its identity, including a copy
of its constituent documents (i.e., articles of incorporation, partnership agreement, limited liability company agreement, trust
agreement or government-issued business license).


 


20.       This
Letter Agreement constitutes the entire agreement between the Company and Macquarie Capital relating to this engagement, and supersedes
any and all prior agreements between the parties relating to this engagement, except for, for the avoidance of doubt, that certain
letter agreement, dated as of October 24, 2014 between the Company and Macquarie Capital (attached hereto as an Exhibit). No waiver,
amendment or other modification of this Letter Agreement shall be effective unless in writing and signed by each party intended
to be bound thereby. If any portion of this Letter Agreement is held to be void, invalid or otherwise unenforceable, in whole or
in part, the remaining portions of this Letter Agreement shall remain in effect, whereupon the parties shall negotiate in good
faith to replace the void, invalid or otherwise unenforceable provision with a valid and enforceable provision that effects the
original intent of the parties to the fullest extent possible.


 


21.       The
Company acknowledges that Macquarie Capital may carry out the services contemplated hereunder through or in conjunction with one
or more affiliates. Unless otherwise agreed in writing by the parties, any such services performed by any such affiliate shall
be subject to the terms and conditions of this Letter Agreement (including, without limitation, Attachment A hereto).


 


22.       This
Letter Agreement may not be assigned by the Company or Macquarie Capital, except with the written consent of the non-assigning
party; provided that Macquarie Capital may assign its rights and obligations hereunder to any affiliate of Macquarie Capital
upon written notice to the Company of such assignment. Any attempted assignment in violation of the provisions hereof shall be
void and of no effect. The benefits of this Letter Agreement shall inure to the Company, Macquarie Capital, the Indemnified Parties
(as defined in Attachment A hereto) and their respective successors and permitted assigns, and the obligations and liabilities
assumed in this Letter Agreement by the parties hereto (including, without limitation, Attachment A hereto) shall be binding upon
their respective successors and permitted assigns. Neither this Letter Agreement nor the delivery of any advice in connection
with this Letter Agreement confers or is intended to confer upon any person or entity not a party hereto (including, without limitation,
security holders, employees or creditors of the Company or any other person) any
rights or remedies hereunder, or by reason hereof, as against Macquarie Capital or the other Indemnified Parties.


 


23.       To
the extent that the Company requests that Macquarie Capital perform additional services not contemplated by this Letter Agreement,
the scope and fees for such services shall be mutually agreed upon by Macquarie Capital and the Company, in writing, in advance
of any performance of such services.


 


24.       This
Letter Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall
constitute the same agreement.  Transmission by telecopy, facsimile, email or other form of electronic transmission of an
executed counterpart of this Letter Agreement shall be deemed to constitute due and sufficient delivery of such counterpart.


 






     


    
	Hydra Industries Acquisition Corp.	Page 7

 


    

 


25.       This
Letter Agreement shall be governed by, and construed in accordance with, the laws of the state of New York applicable to contracts
executed in and to be performed in that state. The Company hereby (a) irrevocably consents to personal jurisdiction in the Supreme
Court of the State of New York in New York County, Commercial Part, or any Federal court sitting in the Southern District of New
York, for the purposes of any suit, action or other proceeding arising out of this Letter Agreement or any of the agreements or
transactions referred to herein or contemplated hereby, which is brought by or against the Company, (b) waives any objection to
venue with respect thereto, and (c) agrees that all claims in respect of any such suit, action or proceeding may be heard and determined
in any such court, and that such courts shall have jurisdiction over any claims arising out of or relating to the Letter Agreement
or such agreements or transactions, and agrees not to commence any suit, action or proceeding arising out of or relating to the
Letter Agreement except in such courts. The Company hereby irrevocably consents to the service of process of any of the aforementioned
courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid,
to the Company at its address set forth above, such service to become effective ten (10) days after such mailing. Any
right to trial by jury with respect to any claim or action arising out of this LETTER agreement or conduct in connection with this
engagement is hereby waived. 


 


26.       
Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission (File No. 333-198236)
(the “Prospectus”), and dated as of October 24, 2014 (the “Effective Date”). Macquarie Capital warrants
and represents that it has read the Prospectus and understands that the Company has established a trust account containing the
proceeds of its IPO and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued
from time to time thereon, the “Trust Fund”) initially in an amount
of $80,000,000 for the benefit of the Company’s public stockholders (the “public stockholders”) and certain parties
(including the underwriters of the IPO) and that the Company may disburse monies from the Trust Fund only: (i) to the public stockholders
in the event they elect to redeem the shares of common stock of the Company in connection with the consummation of the Company’s
initial business combination (as such term is used in the Prospectus) (the “Business Combination”), (ii) to the public
stockholders if the Company fails to consummate a Business Combination within 24 months from the closing of the IPO, (iii) any
interest earned on the amounts held in the Trust Fund necessary to pay any taxes or (iv) to the Company after or concurrently with
the consummation of a Business Combination. For and in consideration of the Company entering into discussions with Macquarie Capital
regarding a potential business relationship with respect to a Target (which may include a Business Combination), and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Macquarie Capital, in its capacity
as an advisor hereunder, hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest
or claim of any kind in or to any monies in the Trust Fund or distributions therefrom (except with respect to any amounts released
to the Company as described in clause (iv) above), or make any claim against, the Trust Fund, in each case, for any amount in excess
of $[REDACTED] (subject to the provisions contained herein), regardless of whether such claim arises as a result of, in connection
with or relating in any way to, any proposed or actual business relationship between the Company and Macquarie Capital, this Letter
Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory
of legal liability (any and all such claims are collectively referred to hereafter as the “Claims”). Macquarie Capital,
in its capacity as an advisor hereunder, hereby irrevocably waives any Claims it may have against the Trust Fund (including any
distributions therefrom (except with respect to any amounts released to the Company as described in clause (iv) above)) for any
amount in excess of $[REDACTED] (subject to the provisions contained herein) now or in the future as a result of, or arising out
of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund (including any
distributions therefrom (except with respect to any amounts released to the Company as described in clause (iv) above)) for any
amount in excess of $[REDACTED] for any reason whatsoever (including, without limitation, for an alleged breach of this Letter
Agreement). Macquarie Capital agrees and acknowledges that such irrevocable waiver is material to this Letter Agreement and specifically
relied upon by the Company to induce it to enter in this Letter Agreement, and Macquarie Capital further intends and understands
such waiver to be valid, binding and enforceable under applicable law. To the extent Macquarie Capital, in its capacity as an advisor
hereunder, commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating
to the Company, and only (i) in connection with (y) Claims (as defined in Attachment A hereto) and any expenses (including reasonably
incurred fees and expenses of legal counsel) as such expenses are incurred in connection with investigating, preparing to defend,
or defending such Claims by Macquarie Capital or the Indemnified Parties or (z) the enforcement of the provisions of Attachment
A hereto and (ii) where it is not seeking any damages other than the recovery of its or its Indemnified Parties’, or any
underlying complainant’s direct, out-of-pocket costs, fees and expenses (including any fees, costs or expenses incurred in
enforcing the provisions of Attachment A hereto), which proceeding seeks, in whole or in part, monetary relief against the Company
for any amount in excess of $[REDACTED], Macquarie Capital hereby acknowledges and agrees its sole remedy for such excess amount
shall be against funds held outside of the Trust Fund and that such claim for such excess amount shall not permit Macquarie Capital
(or any party claiming on Macquarie Capital’s behalf or in lieu of Macquarie Capital) to have any claim against the Trust
Fund (including any distributions therefrom (except with respect to any amounts released to the Company as described in clause
(iv) above)) for any amount in excess of $[REDACTED] or any amounts contained therein.  In the event Macquarie Capital, in
its capacity as an advisor hereunder, commences any action or proceeding based upon, in connection with, relating to or arising
out of any matter relating to the Company, which proceeding seeks, in whole or in part, relief against the Trust Fund (including
any distributions therefrom (except with respect to any amounts released to the Company as described in clause (iv) above)), whether
in the form of money damages or injunctive relief, the Company shall be entitled to recover from Macquarie Capital the associated
legal fees and costs in connection with any such action, in the event the Company prevails in such action or proceeding; provided,
however, that the foregoing shall not apply to any such actions or proceedings seeking monetary relief against the Company for
an amount equal to or less than $[REDACTED] (subject to the provisions contained herein) from the Trust Fund. Notwithstanding anything
to the contrary herein, Macquarie Capital does not waive any Claim that it may have under this Letter Agreement following the consummation
of an acquisition with a Target or with respect to funds held outside of the Trust Fund. Further, notwithstanding anything in this
letter agreement or its Attachment A to the contrary, the 50-50 sharing arrangement between MIHI LLC and Lorne Weil, set out in
the second sentence of paragraph 1 of the Agreement Among Sponsors, dated October 24, 2014 (“Notwithstanding the foregoing,
in the event A. Lorne Weil is obligated to indemnify the trust as described in the Prospectus, Macquarie shall indemnify A. Lorne
Weil for 50% of such amount.”) shall apply to any liability of Lorne Weil relating to up to $[REDACTED] (subject to the provisions
contained herein) in claims against the Trust Fund referred to in this paragraph 26, so that Mr. Weil’s liability under this
paragraph 26 is capped at $[REDACTED].





 


[Signature Page Follows]


 




     


    
	Hydra Industries Acquisition Corp.	Page 8

 


    

 


This engagement is important
to us and we appreciate the opportunity to be of service to the Company. If the Company is in agreement with the terms set forth
herein, please indicate by signing and returning the enclosed copy of this Letter Agreement to us. If you have any questions about
this Letter Agreement or wish to discuss these matters further, please contact Charles Protell at (310) 557-4347.


 





	 	Very truly yours,
	 	 	 
	 	MACQUARIE CAPITAL (USA) INC.
	 	 	 
	 	 	 
	 	By:	/s/ Duncan Murdoch
	 	 	Name: Duncan Murdoch
	 	 	Title: Senior Managing Director
	 	 	 
	 	 	 
	 	By:	/s/ Charles Protell
	 	 	Name: Charles Protell
	 	 	Title: Managing Director


 





Agreed to and Accepted as of


the date first written above by:


 


HYDRA INDUSTRIES ACQUISITION CORP.


 





	By: 	/s/ A. Lorne Weil	 
	 	Name: A. Lorne Weil	 
	 	Title: CEO	 


 


Enclosure/Attachment