Exhibit 10.2(b)


 


[_________________],
2013


 


Levy Acquisition Corp.


444 North Michigan Avenue, Suite 3500


Chicago, IL 60611


 


Re:   Initial Public
Offering


 


Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement
(the “Underwriting Agreement”) entered into by and between Levy Acquisition Corp., a Delaware corporation
(the “Company”), and Citigroup Global Markets Inc., as representative
of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering
(the “Public Offering”), of 15,000,000 of the Company’s units (the “Units”),
each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof
to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the
Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed
by the Company with the Securities and Exchange Commission (the “Commission”) and the Company shall apply
to have the Units listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 10 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering
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.
The undersigned agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with
such proposed Business Combination, he or she shall vote all the Founder Shares owned by him or her and any shares acquired by
him or her in the Public Offering or the secondary public market in favor of such proposed Business Combination.


 


2.
The undersigned hereby agrees that in the event that the Company fails to consummate a Business Combination (as defined in
the Underwriting Agreement) within 21 months from the closing of the Public Offering (or 24 months from the closing of the
Public Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial
Business Combination within 21 months from the closing of the Public Offering but has not completed the initial Business
Combination within such 21-month period), or such later period approved by the Company’s stockholders in accordance
with the Company’s amended and restated certificate of incorporation, he or she shall take all reasonable steps to
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 10 business days thereafter, redeem 100% of the Common Stock sold as part of the Units in the Public
Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company for its
working capital requirements or to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution
expenses) less franchise and income taxes payable, 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), subject to applicable law, 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 each case to the Company’s obligations under Delaware law to provide for claims of
creditors and other requirements of applicable law. The undersigned agrees that he or she will not propose any amendment
to the Company’s amended and restated certificate of incorporation that would affect the substance or timing of the
Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination
within 21 months from the closing of the Public Offering (or 24 months from the closing of the Public Offering if the Company
has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination within 21 months
from the closing of the Public Offering but has not completed the Business Combination within such 21-month period), unless
the Company provides its public stockholders with the opportunity to redeem their shares of Common Stock upon approval of any
such amendment 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 funds held in the trust account and not previously released to the Company for its working
capital requirements or to pay its franchise and income taxes, divided by the number of then outstanding public shares.


 




    	 



    	 



    

  


The
undersigned acknowledges that he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust
Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares. The
undersigned hereby further waives, with respect to any shares of the Common Stock held by him or her, any redemption rights he
or she may have in connection with the consummation of a Business Combination, including, without limitation, any such rights available
in the context of a stockholder vote to approve such Business Combination or in the context of a tender offer made by the Company
to purchase shares of the Common Stock (although the undersigned shall be entitled to redemption and liquidation rights with respect
to any shares of the Common Stock (other than the Founder Shares) he or she holds if the Company fails to consummate a Business
Combination within 21 months from the date of the closing of the Public Offering (or 24 months from the closing of the Public Offering
if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination within
21 months from the closing of the Public Offering but has not completed the Business Combination within such 21-month period).


 


3.  During
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the undersigned
shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose
of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease
a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder, with respect to any Units, shares of Common Stock, Warrants or any securities
convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by him or her, (ii) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, shares
of Common Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned
by him or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly
announce any intention to effect any transaction specified in clause (i) or (ii). The undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed Units that the undersigned may purchase in the Public Offering.


 


4.
To the extent that the Underwriters do not exercise their over-allotment option to purchase an additional 2,250,000 Units (as
described in the Prospectus), the undersigned agrees that it shall return to the Company, on a pro rata basis in accordance
with the percentage of Founder Shares held by it, for cancellation at no cost, a number of Founder Shares equal to 2,250
multiplied by a fraction, (i) the numerator of which is 2,250,000 minus the number of Units purchased by the Underwriters
upon the exercise of their over-allotment option, and (ii) the denominator of which is 2,250,000. The undersigned further
agrees that to the extent that (a) the size of the Public Offering is increased or decreased and (b) the undersigned has
either purchased or sold shares of Common Stock or an adjustment to the number of Founder Shares has been effected by way of
a stock split, stock dividend, reverse stock split, contribution back to capital or otherwise, in each case in connection
with such increase or decrease in the size of the Public Offering, then (A) the references to 2,500,000 in the numerator and
denominator of the formula in the immediately preceding sentence shall be changed to a number equal to 15% of the number
of shares included in the Units issued in the Public Offering and (B) the reference to 2,250 in the formula set
forth in the immediately preceding sentence shall be adjusted to such number of shares of the Common Stock that the Sponsor
and the independent directors would have to collectively return to the Company in order to hold an aggregate of 20.0% of
the Company’s issued and outstanding shares after the Public Offering. In addition, the undersigned agrees that a
portion of the Founder Shares in an amount equal to 5.0% of the Company’s issued and outstanding shares immediately
after the Public Offering (the “Founder Earnout Shares”), shall be returned to
the Company by the holders thereof, including the undersigned, as applicable, for cancellation, on a pro rata basis, at no
cost on the on the fifth anniversary of the completion of a Business Combination unless following such Business
Combination the last sales price of the Company’s common stock equals or exceeds $13.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period or the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of
its stockholders having the right to exchange their shares of common stock for consideration in cash, securities or other
property which equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like).


 




    	 



    	 



    

 


5.
(a) The undersigned hereby agrees not to participate in the formation of, or become an officer or director of, any other blank
check company until the Company has entered into a definitive agreement with respect to a Business Combination or the Company has
failed to complete a Business Combination within 24 months after the closing of the Public Offering.


 


(b)
The undersigned hereby agrees and acknowledges that: (i) each of the Underwriters and the Company would be irreparably injured
in the event of a breach by the undersigned of his or her obligations under paragraph 5(a), (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.


 


6.
(a) On the date of the Prospectus, the Founder Shares will be placed
into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent.
Subject to certain limited exceptions, the undersigned agrees not to transfer, assign, sell or release the shares from escrow until
one year after the date of the consummation of a Business Combination or
earlier if, subsequent to a Business Combination,
(i) the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after the consummation of a Business Combination or
(ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction that results in all
of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property
(the “Lock-up”).


 


(b)
The undersigned agrees that it shall not effectuate any Transfer of Private Placement Warrants or Common Stock underlying such
warrants, until 30 days after the completion of a Business Combination.


 


(c)
Notwithstanding the provisions set forth in paragraph 5(a) and (b), Transfers of the Founder Shares are permitted to (a) any affiliates
or family members of the undersigned (b) by gift to a member of one of the members of the undersigned’s immediate family
or to a trust, the beneficiary of which is a member of one of the undersigned’s immediate family, an affiliate of such person
or to a charitable organization; (c) by virtue of laws of descent and distribution upon death of the undersigned; (d) pursuant
to a qualified domestic relations order; (e) to any descendent of Lawrence F. Levy or Carol Levy; (f) by
private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price
at which the shares were originally purchased; (g) by virtue of
the laws of the state of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (h)
in the event of the Company’s liquidation prior to the completion of a Business Combination; or (i) in the event of completion
of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders
having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of
a Business Combination; provided, however, that in the case of clauses (a) through (g) these permitted transferees
must enter into a written agreement agreeing to be bound by these transfer restrictions.


 


7.
The undersigned’s biographical information furnished to the Company is true and accurate in all respects and does not omit
any material information with respect to the undersigned’s background. The undersigned’s questionnaire furnished to
the Company is true and accurate in all respects. The undersigned represents and warrants that: the undersigned is not subject
to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any jurisdiction; the undersigned has never been convicted of,
or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another
person, or (iii) pertaining to any dealings in any securities and the undersigned is not currently a defendant in any such criminal
proceeding; and the undersigned has never been suspended or expelled from membership in any securities or commodities exchange
or association or had a securities or commodities license or registration denied, suspended or revoked.


 




    	 



    	 



    

 


8.
Except as disclosed in the Prospectus, neither the undersigned nor any affiliate of the undersigned shall receive any finder’s
fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection
with any services rendered in order to effectuate the consummation of the Company’s initial Business Combination (regardless
of the type of transaction that it is), other than the following: repayment of a loan of up to $200,000 made to the Company by
Levy Acquisition Sponsor, LLC (the “Sponsor”), pursuant to a Promissory Note dated August 5, 2013; payment
of an aggregate of $10,000 per month to Levy Family Partners, LLC, for office space, secretarial and administrative services and
$15,000 per month for reimbursement of compensation paid to employees devoting time to the Company, including certain officers
who work on the Company’s behalf pursuant to an Amended and Restated Administrative Support Agreement, dated [____], 2013;
reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial Business
Combination, so long as no proceeds of the Public Offering held in the Trust Account may be applied to the payment of such expenses
prior to the consummation of a Business Combination; and repayment of loans, if any, and on such terms as to be determined by the
Company from time to time, made by the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors
to finance transaction costs in connection with an intended initial Business Combination, provided, that, if the Company does not
consummate an initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the
Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment.


 


9.
The undersigned has full right and power, without violating any agreement to which he or she is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and
to serve as an officer of the Company or as a director on the board of directors of the Company, as applicable, and hereby consents
to being named in the Prospectus as an officer and/or director of the Company, as applicable.


 


10.
As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Founder
Shares” shall mean the shares of the Common Stock of the Company held by the Sponsor and the Company’s independent
directors prior to the consummation of the Public Offering; (iii) “Private Placement Warrants ”
shall mean the Warrants to purchase 4,750,000 shares of Common Stock (or up to 5,200,000 shares of Common Stock if the Underwriter’s
over-allotment option is exercised in full, that are acquired by the Sponsor for an aggregate
purchase price of $4.75 million (or $5.2 million if the Underwriter’s over-allotment option is exercised in full), or $1.00
per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (iv) “Public
Stockholders” shall mean the holders of securities issued in the Public Offering; (v) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (vi) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security,
(b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


11.
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 the parties hereto.


 


12.
Neither party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without
the prior written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual
and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding
on the undersigned and each of his or her respective successors, heirs, personal representatives and assigns.


 


13.
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 parties hereto (i) agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter
Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submits to such
jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waives any objection to such exclusive jurisdiction
and venue or that such courts represent an inconvenient forum.


 




    	 



    	 



    

 


14.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter 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 or facsimile transmission.


 


15.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up or (ii) the liquidation of the Company; provided, however,
that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by [______________],
2013.


 


 


[Signature page
follows]


 




    	 



    	 



    

 


	Sincerely,
	 
	By:	 
	 	[__________] 



 


	Acknowledged and Agreed:
	 
	LEVY ACQUISITION CORP.
	 
	By:	 
	 	Name: Ari Levy
	 	Title:  President


 


[Signature Page to Letter Agreement]