Exhibit 10.4


 





 


November 4, 2019


LGL Systems Acquisition Corp.


165 W. Liberty St., Suite 220


Reno, NV 89501


 


Jefferies LLC


520 Madison Avenue, 2nd Floor


New York, New York 10022


 


	 	Re:	Initial Public Offering


 


Ladies and Gentlemen:


 


Each of the undersigned
hereby agrees that until the earliest of an initial merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination (a “business combination”) by LGL Systems Acquisition Corp. (the
“Company”) or the Company’s liquidation, the undersigned shall seek to source and shall present to the Company
for its consideration, prior to presentation to any other entity, any potential investment or acquisition opportunity in a business
or businesses having an enterprise value at least equal to $350 million, subject to any pre-existing fiduciary or contractual obligations
the undersigned may have, and will not enter into any agreement to purchase or invest in such business or businesses, unless the
Company determines not to pursue such potential acquisition.


 


Robert V. LaPenta hereby
agrees not to become an officer or director of any other special purpose acquisition company with a class of securities intended
to be registered under the Securities Exchange Act of 1934, as amended, which has publicly filed a registration statement with
the U.S. Securities and Exchange Commission until the Company has entered into a definitive agreement regarding an initial business
combination or the Company has failed to complete an initial business combination within the time period required by its amended
and restated certificate of incorporation, as it may be amended from time to time.


 


Each of the undersigned
hereby acknowledges that the Company has established a trust account (the “Trust Account”) containing the proceeds
of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO
(including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders and certain other
parties (including the underwriters of the IPO). For and in consideration of the Company entering into this Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the undersigned hereby
agrees that it or he does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or
to any assets held in the Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim
arises as a result of, in connection with or relating in any way to this 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 “Released Claims”). Each of the undersigned hereby irrevocably waives any Released Claims
that it may have against the Trust Account 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 Account for any reason whatsoever.


 


This Agreement shall
become effective on the date first written above and shall remain in effect for a period to expire on the earlier of (i) the consummation
by the Company of its initial business combination or (ii) the Company’s liquidation.


 






     


     


    

 


 


This 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. This 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.


 


	 	ASTON CAPITAL, LLC
	 	 
	 	By:	 /s/ Robert V. LaPenta
	 	 	Name:Robert V. LaPenta
	 	 	Title: Chairman, CEO, Founder
	 	 
	 	/s/ Robert V. LaPenta 
	 	Robert V. LaPenta
	 	 	 
	 	Acknowledged and Agreed:
	 	 
	 	LGL Systems Acquisition Corp.
	 	 
	 	By:	 Robert LaPenta
	 	 	Name: Robert LaPenta
	 	 	Title: EVP and CFO