Exhibit 10.1


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Agreement is made as of November 6, 2019 by and between LGL Systems Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, No. 333-234124 (“Registration Statement”)
for its initial public offering of securities (“IPO”) has been declared effective as of the date hereof (“Effective
Date”) by the Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Registration Statement); and


 


WHEREAS,
Jefferies LLC (the “Representative”) is acting as the representative of the several underwriters in the IPO; and


 


WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation,
$150,000,000 ($172,500,000 if the over-allotment option is exercised in full) of the proceeds from the IPO and a simultaneous
private placement of warrants will be delivered to the Trustee to be deposited and held in a segregated trust account located
at all times in the United States (the “Trust Account”) for the benefit of the Company and the holders of the Company’s
Class A common stock, par value $0.0001 per share (“Common Stock”), issued in the IPO as hereinafter provided
(the proceeds to be delivered to the Trustee and any interest subsequently earned thereon will be referred to herein as the “Property”;
the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS,
a portion of the Property equal to $5,250,000, or $6,037,500 if the underwriters’ over-allotment option is exercised in
full, is attributable to deferred underwriting discounts and commissions (the “Deferred Discount”) that shall become
payable by the Company to the underwriters upon the consummation of an initial business combination (as described in the Registration
Statement, a “Business Combination”); and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property;


 


IT
IS AGREED:


 


1.
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee in the United States at J.P. Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that
is reasonably satisfactory to the Company;


 


(b)
Manage, supervise, and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States “government
securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”), having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment
Company Act that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of
Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations; it being
understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions
hereunder and the Trustee may earn bank credits or other consideration during such periods;


 


(d)
Collect and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)
Promptly notify the Company and the Representative of all communications received by it with respect to any Property requiring
action by the Company;


 


(f)
Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation
of its tax returns;


 






     


     


    

 


(g)
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as, and
when instructed by the Company to do so;


 


(h)
Render to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts
and disbursements of the Trust Account;


 


(i)
Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of
a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit
B, signed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer or another authorized officer and,
in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, jointly acknowledged
and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust
Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the
event that a Termination Letter has not been received by the Trustee within the period of time (the “Last Date”) provided
in the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (the “Certificate
of Incorporation”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B hereto and distributed to the Public Stockholders as of the Last Date. The provisions of
this Section 1(i) may not be modified, amended or deleted under any circumstances; and


 


(j)
Upon receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit C, signed on behalf of the Company,
distribute to Public Stockholders who exercised their conversion rights in connection with an amendment to Article Sixth of the
Certificate of Incorporation (an “Amendment”) an amount equal to the pro rata share of the Property relating to the
Common Stock for which such Public Stockholders have exercised conversion rights in connection with such Amendment. The provisions
of this Section 1(j) may not be modified, amended or deleted under any circumstances.


 


2.
Limited Distributions of Income from Trust Account.


 


(a)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested
by the Company to cover any tax obligation owed by the Company or up to $50,000 for liquidation expenses.


 


(b)
The limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property. Except
as provided in Section 2(a) above, no other distributions from the Trust Account shall be permitted except in accordance
with Sections 1(i) or 1(j) hereof.


 


(d)
The Company shall provide the Representative with a copy of any Termination Letter, Amendment Notification Letter, and/or any
other correspondence that it issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after
such issuance.


 


3.
Agreements and Covenants of the Company. The Company agrees and covenants to:


 


(a)
Give all instructions to the Trustee hereunder in writing, signed by its Chief Executive Officer or Chief Financial Officer of
the Company. In addition, except with respect to its duties under Sections 1(i), 1(j) and 2(a) above, the Trustee shall be entitled
to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith and with
reasonable care believes to be given by any one of the persons authorized above to give written instructions, provided that the
Company shall promptly confirm such instructions in writing;


 


(b)
Subject to the provisions of Section 5 of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against
any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with
any claim, potential claim, action, suit, or other proceeding brought against the Trustee which in any way arises out of or relates
to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property,
except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after
the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit, or proceeding, pursuant to which
the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter
referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against
such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel,
which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior
written consent of the Company, which consent shall not be unreasonably withheld. The Company may participate in such action with
its own counsel;


 






    2


     


    

 


(c)
Pay the Trustee an initial acceptance fee, an annual fee, and a transaction processing fee for each disbursement made pursuant
to Section 2(a) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to
time. It is expressly understood that the Property shall not be used to pay such fees unless such payment is in connection with
the consummation of a Business Combination. The Company shall pay the Trustee the initial acceptance fee and first year’s
fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date;


 


(d)
In connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes verifying
the vote of the Company’s stockholders regarding such Business Combination;


 


(e)
In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i),
the Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement;


 


(f)
If the Company’s stockholders approve an Amendment, provide the Trustee with an Amendment Notification Letter in the form
of Exhibit C providing instructions for the distribution of funds to Public Stockholders who exercise their conversion option
in connection with such Amendment; and


 


(g)
Within five business days after the Representative, on behalf of the underwriters in the IPO, exercises the over-allotment option
(or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing (with
a copy to the Representative) of the total amount of the Deferred Discount, which shall in no event be less than $5,250,000.


 


4.
Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)
Take any action with respect to the Property, other than as directed in Sections 1 and 2 hereof, and the Trustee shall have no
liability to any party except for liability arising out of its own gross negligence, fraud or willful misconduct;


 


(b)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in, or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as
provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident
thereto;


 


(c)
Change the investment of any Property, other than in compliance with Section 1(c);


 


(d)
Refund any depreciation in principal of any Property;


 


(e)
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the
Trustee;


 


(f)
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or
omitted, in good faith and in the exercise of its own best judgment, except for its gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion, or advice
of counsel (including counsel chosen by the Trustee), statement, instrument, report, or other paper or document (not only as to
its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Trustee, in good faith and with reasonable care, to be genuine and to be signed or
presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination, or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to
the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give
its prior written consent thereto;


 


(g)
Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any business combination
consummated by the Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h)
File local, state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account
or deliver payee statements to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating
to the income earned on the Property;


 


(i)
Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such
taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under
Section 2(a) hereof);


 






    3


     


    

 


(j)
Imply obligations, perform duties, inquire, or otherwise be subject to the provisions of any agreement or document other than
this agreement and that which is expressly set forth herein; or


 


(k)
Verify calculations, qualify, or otherwise approve Company requests for distributions pursuant to Sections 1(i), 1 (j) or 2(a)
above.


 


5.
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind
(“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies
in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under
this Agreement, including, without limitation, under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such
Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust
Account.


 


6.
Termination. This Agreement shall terminate as follows:


 


(a)
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject
to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety (90) days
of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with
any court in the State of New York or with the United States District Court for the Southern District of New York and upon such
deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)
At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section 1(i)
hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate
except with respect to Section 3(b) and Section 5.


 


(c)
If the Offering is not consummated within ten business days of the date of this Agreement, in which case any funds received by
the Trustee from the Company or its sponsor, as applicable, shall be returned promptly following the receipt by the Trustee of
written instructions from the Company.


 


7.
Miscellaneous.


 


(a)
The Company and the Trustee will each restrict access to confidential information relating to funds being transferred to or from
the Trust Account to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee will rely upon all information supplied to it by the Company, including account names, account numbers, and all other
identifying information relating to a beneficiary, beneficiary’s bank, or intermediary bank. Except for any liability arising
out of the Trustee’s gross negligence or willful misconduct, the Trustee shall not be liable for any loss, liability, or
expense resulting from any error in the information supplied to it or funds transferred based on such information.


 


(b)
This 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 consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder. As to any claim, cross-claim, or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury.


 


(c)
This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original,
and together shall constitute but one instrument.


 


(d)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
Except for Sections 1(i) and 1(j) (which sections may not be modified, amended or deleted without
the affirmative vote of sixty five percent (65%) of the then outstanding shares of Class A and Class B Common Stock of the Company;
provided that no such amendment will affect any Public Stockholder who has otherwise indicated his, her or its election to redeem
his, her or its shares of Class A Common Stock in connection with a vote sought to amend this Agreement), this Agreement or any
provision hereof may only be changed, amended, or modified by a writing signed by each of the parties hereto; provided, however,
that no such change, amendment or modification may be made without the prior written consent of the Representative. The Trustee
may require from Company counsel an opinion as to the propriety of any proposed amendment


 






    4


     


    

 


(e)
Any notice, consent or request to be given in connection with any of the terms or provisions of this 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,
by email or by facsimile transmission:


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


Email:
fwolf@continentalstock.com


Email:
cgonzalez@continentalstock.com


 


if
to the Company, to:


 


LGL
Systems Acquisition Corp.


165
W. Liberty St., Suite 220,


Reno,
NV 89501


Attn:
Marc Gabelli


Email:
mg@gabelli.com


 


in
either case with a copy (which copy shall not constitute notice) to:


 


Jefferies
LLC


520
Madison Avenue


New
York, New York 10022


Attn:
General Counsel


 


and


 


Graubard
Miller


The
Chrysler Building


405
Lexington Avenue


New
York, New York 10174


Attn:
David Alan Miller, Esq.


Email:
dmiller@graubard.com


 


and


 


Winston
& Strawn LLP


200
Park Avenue


New
York, New York 10166


Attn:
Joel L. Rubinstein, Esq.


Email:
JRubinstein@winston.com


 


(f)
This Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g)
Each of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter
into this Agreement and to perform its respective obligations as contemplated hereunder.


 


(h)
Each of the Company and the Trustee hereby acknowledges that the Representative, on behalf of the several underwriters, is a third
party beneficiary of this Agreement (including Section 7(d)) and the Trustee’s obligations under this Agreement with
respect thereto with the same right and power to enforce these provisions as either of the parties hereto.


 


[Signature
Page Follows]


 






    5


     


    

 


IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER &
 TRUST COMPANY, as Trustee
	 	 	 
	 	By:	/s/
        Francis E. Wolf

	 	 	Name:
    Francis E. Wolf
	 	 	Title:
    Vice President
	 	 
	 	LGL Systems
    Acquisition Corp.
	 	 	 
	 	By:	/s/
Marc Gabelli

	 	 	Name:
     Marc Gabelli
	 	 	Title:
    Chief Executive Officer


 






    6


     


    

 


SCHEDULE
A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Section 2	 	Billed to Company following disbursement made to Company under Section 2	 	$	250.00	 
	Paying Agent services as required pursuant to section 1(i) and 1(j)	 	Billed to Company upon delivery of service pursuant to section 1(i) and 1(j)	 	 	Prevailing
rates	 



 



    Sch A-1


     


    

 


EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
date]


Continental
Stock Transfer & Trust Company


1
State Street, 30th floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account No.     Termination
    Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between LGL Systems Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company, dated as of November 6, 2019 (“Trust Agreement”), this is
to advise you that the Company has entered into an agreement with [●] to consummate a business combination (“Business
Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of
the consummation of the Business Combination (“Consummation Date”). Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments and to transfer
the proceeds to the above-referenced account at J.P Morgan Chase Bank, N.A to the effect that, on the Consummation Date, all of
funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct
on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution,
the Company will not earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination
has been consummated and (ii) the Company shall deliver to you a certification by the Chief Executive Officer of the vote
with an affidavit which verifies the vote of the Company’s stockholders in connection with the Business Combination if a
vote is held and (b) joint written instructions from the Company and the Representative with respect to the transfer of the
funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds
held in the Trust Account immediately upon your receipt of the counsel’s letter and the Instruction Letter, (x) to
the underwriters in an amount equal to the Deferred Discount as directed by the Representative and (y) the remainder in accordance
with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by
the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether
such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution
of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have
not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the you of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the
business day immediately following the Consummation Date as set forth in the notice.


 


	 	Very
    truly yours,
	 	 
	 	LGL
    SYSTEMS ACQUISITION CORP.
	 	 	 
	 	By:	
	 	 	Name:
    
	 	 	Title:
    


 


	AGREED
    TO AND ACKNOWLEDGED BY:	 
	 	 
	Jefferies
    LLC	 
	 	 	 
	By:		 
	 	Name:	 
	 	Title:	 


 






    A-1


     


    

 


EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account No.     - Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between LGL Systems Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company, dated as of November 6, 2019 (“Trust Agreement”), this is
to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified
in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating
to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments and to
transfer the total proceeds to the Trust Operating Account at J.P. Morgan Chase, N.A. to await distribution to the Public Stockholders.
The Company has selected [                    ,
20    ] as the effective date for when the Public Stockholders will be entitled to receive their share of
the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while
on deposit in the Trust Operating Account. You agree to be the Paying Agent of record and in your separate capacity as Paying
Agent, to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the
Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account,
your obligations under the Trust Agreement shall be terminated.


 


	 	Very
    truly yours,
	 	 
	 	LGL
    SYSTEMS ACQUISITION CORP.
	 	 	 
	 	By:	
	 	 	Name:
    
	 	 	Title:
    


 


cc:
Jefferies LLC


 






    B-1


     


    

 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account No.        Amendment Notification Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Reference
is made to the Investment Management Trust Agreement between LGL Systems Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company, dated as of November 6, 2019 (“Trust Agreement”). Capitalized words used
herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


Pursuant
to Section 1(j) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance
with the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer
$             of the proceeds of the Trust to the account at JPMorgan
Chase Bank, N.A. for distribution to the stockholders that have requested conversion of their shares in connection with such Amendment.
The remaining funds shall be reinvested by you as previously instructed.


 


	 	Very
    truly yours,
	 	 
	 	LGL
    SYSTEMS ACQUISITION CORP.
	 	 	 
	 	By:	
	 	 	Name:
    
	 	 	Title:
    


 


cc:
Jefferies LLC


 






    C-1


     


    

 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account No.  Tax Payment Withdrawal Instruction / Dissolution Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 2(a) of the Investment Management Trust Agreement between LGL Systems Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company, dated as of November 6, 2019 (“Trust Agreement”), the Company
hereby requests that you deliver to the Company [$            ] of
the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its [tax obligations][dissolution
and liquidation expenses, which expenses will not exceed $50,000]. In accordance with the terms of the Trust Agreement, you are
hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	LGL
    SYSTEMS ACQUISITION CORP.
	 	 	 
	 	By:	
	 	 	Name:
    
	 	 	Title:
    


 


cc:
Jefferies LLC


 


 


D-1