Exhibit 10.6.10


 


Amended and Restated as of
March 11, 2015


 


Harmony Merger Corp.


777 Third Avenue, 37th Floor


New York, New York 10017


 


Gentlemen:


 


This letter agreement amends and restates any prior agreements among Harmony Merger Corp. (the “Corporation”), the
undersigned and Graubard Miller (“GM”), counsel to the Corporation, in its entirety and the Original Agreement shall
be deemed to have been superseded and replaced in their entirety by this letter agreement.


 





The Corporation, a blank
check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends
to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its
initial public offering (“IPO”).


 


The undersigned previously
purchased an aggregate of 100,000 shares (“Insider Shares”) of common stock of the Corporation, par value $.0001 per
share (“Common Stock”), of the Corporation at approximately $0.009456 per Insider Share, for an aggregate purchase
price of $945.63. The undersigned acknowledges and agrees that if the underwriters in the IPO determine the size of the offering
should be increased or decreased, the undersigned will either receive a dividend on its Insider Shares or contribute a portion
of the Insider Shares back to capital, as applicable, in order to maintain the aggregate ownership of the Corporation’s
initial stockholders at a certain percentage of the number of shares to be sold in the IPO. Any decrease in the size of the offering
will affect all holders of Insider Shares on a pro-rata basis, except to the extent necessary to maintain the undersigned’s
ratio of two (2) Insider Shares for every one (1) Insider Unit purchased. Any increase in the size of the offering will affect
all of the holders of Insider Shares on a pro-rata basis, such that any share dividend may result in the undersigned receiving
more than two Insider Shares for every one Insider Unit purchased.


 


The undersigned commits
to purchase an aggregate of 50,000 units of the Corporation (“Insider Units”), each Insider Unit consisting of one
share of Common Stock and one warrant (“Warrant”) to purchase, in the five years following a Business Combination,
one share of Common Stock for $11.50 per share, for an aggregate purchase price of $500,000 (the “Initial Purchase Price”).
The undersigned has previously caused the Initial Purchase Price to be delivered to Graubard Miller (“GM”), counsel
for the Corporation, to hold in an interest bearing account until the Corporation consummates the IPO and over-allotment option,
if any, together with an originally executed Form W-9, W-8BEN or W-81MY, as applicable. 



  



    	 



    	 



    

 


If the underwriter determines
that fewer Insider Units must be purchased in order to consummate the IPO based on market conditions at that time, such reduction
in Insider Unit purchases shall be done on a pro-rata basis, which may result in the undersigned receiving more than two Insider
Shares for every one Insider Unit purchased.


 


The consummation of the
purchase and issuance of the Insider Units shall occur simultaneously with the consummation of the IPO and over-allotment option,
as applicable. Simultaneously with the consummation of the IPO, GM shall (i) deposit the Initial Purchase Price, without interest
or deduction, into the trust fund (“Trust Fund”) established by the Corporation for the benefit of the Corporation’s
public stockholders as described in the Corporation’s registration statement filed in connection with the IPO (“Registration
Statement”) and (ii) deliver all interest earned on the Initial Purchase Price to the undersigned. If the Corporation does
not complete the IPO on or before June 23, 2015, the Purchase Price (plus interest earned thereon) will be returned to
the undersigned.


 


Each of the Corporation
and the undersigned acknowledges and agrees that GM is serving hereunder solely as a convenience to the parties to facilitate
the purchase of the Insider Units and GM’s sole obligation under this letter agreement is to act with respect to holding
and disbursing the Purchase Price for the Insider Units as described above. GM shall not be liable to the Corporation
or the undersigned or any other person or entity in respect of any act or failure to act hereunder or otherwise in connection
with performing its services hereunder unless GM has acted in a manner constituting gross negligence or willful misconduct. The
Corporation shall indemnify GM against any claim made against it (including reasonable attorney’s fees) by reason of it
acting or failing to act in connection with this letter agreement except as a result of its gross negligence or willful misconduct.
GM may rely and shall be protected in acting or refraining from acting upon any written notice, instruction or request furnished
to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. Notwithstanding
anything to the contrary contained herein, GM agrees that it does not have any right, title, interest or claim of any kind in
or to any monies of the Trust Fund (“Claim”) and hereby waives any Claim it may have in the future as a result of,
or arising out of, any services provided to the Company and will not seek recourse against the Trust Fund for any reason whatsoever.


 


The
Corporation has not entered into, and will not enter into without the prior consent of 2/3 in value of the Insider Units held
by the Sponsor Group (defined below) prior to the consummation of a Business Combination, any letter or similar agreement with
any other investor or prospective investor in the Corporation (each, a “New Investor”) that has the direct or indirect
effect of establishing terms, rights, or benefits for such New Investor (or any affiliate or associate thereof) in a manner more
favorable to such New Investor than the terms, rights, and benefits established in favor of the undersigned (a “More Favorable
Arrangement”). If the Corporation receives approval from the Sponsor Group as described in the immediately preceding sentence,
it will offer the undersigned and the other members of the Sponsor Group the right to assume all, or participate in part, of the
obligations pursuant to such More Favorable Arrangement, pro rata with the other members of the Sponsor Group, on the same terms
as it offers such New Investor. If the undersigned does not indicate its intention to assume all, or participate in part, of the
obligations of such More Favorable Arrangement within three business days, the Corporation shall be free to offer such More Favorable
Arrangement to any New Investor it wishes.


 






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The Corporation shall not,
without the prior written consent of the undersigned, use in any advertising, publicity, marketing materials, other similar communication
to third parties, or in any other public use, as such, the names, brands or trademarks of the undersigned or any of its affiliates,
officers, directors and employees, provided that the name of the holder of Insider Shares and Insider Units may be used in any
prospectus or other regulatory filing in connection with the IPO.


 


In accordance with the guidelines
of Rule 10b5-1 of the Securities Exchange Act, Eric Rosenfeld (“Rosenfeld”) shall place limit orders for an aggregate
of no less than $500,000 of the Corporation’s common stock (the “Market-Purchased Shares”) commencing on the
later of (1) two business days after the Corporation files a Form 8-K disclosing all material information relating to its initial
Business Combination, and (2) 60 days after the termination of the “restricted period” in connection with the Corporation’s
Initial Public Offering under Regulation M of the Securities Exchange Act, and ending on the record date for the shareholder meeting
at which such initial Business Combination is to be approved (“Buyback Period”). These limit orders will require Mr.
Rosenfeld to purchase any of the Corporation’s shares of common stock offered for sale (and not purchased by another investor)
at or below a price equal to the per-share amount held in the Trust Fund as reported in such Form 8-K, until the earlier of (1)
the expiration of the Buyback Period or (2) the date such purchases reach $500,000 in total. The Corporation commits that the Buyback
Period that begins as a result of the occurrence of the event described in (1) above, shall be not less than twenty (20) business
days. It is intended that the purchases will satisfy the conditions of Rule 10b-18(b) under the Securities Exchange Act and the
broker’s purchase obligation will otherwise be subject to applicable law, including Regulation M under the Securities Exchange
Act, which may prohibit or limit purchases pursuant to the limit order agreement in certain circumstances.


 


Rosenfeld agrees that the
Market-Purchased Shares shall not be transferable until (A) the earlier of one year after the completion of a Business Combination
and the date on which the closing price of the Common Stock exceeds $12.50 for any 20 trading days within a 30-trading day period
following the completion of a Business Combination with respect to 50% of the Market-Purchased Shares and (B) one year after the
completion of a Business Combination with respect to the remaining 50% of the Market-Purchased Shares, and may only be transferred
during this time period (i) amongst the initial purchasers of the Insider Shares, to the Corporation’s officers, directors
and employees, to a holder’s affiliates, or to its members upon its liquidation, (ii) to relatives and trusts for estate
planning purposes, (iii) by virtue of the laws of descent and distribution upon death or (iv) pursuant to a qualified domestic
relations order, in each case where the transferee agrees to foregoing transfer restrictions. Rosenfeld shall not convert the Market-Purchased
Shares for cash held in the Corporation’s trust account in connection with any Business Combination. Notwithstanding anything
to the contrary contained herein, if the Corporation is unable to consummate a Business Combination, Rosenfeld shall be entitled
to liquidation proceeds with respect to the Market-Purchased Shares.


 






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The Insider Shares will
be identical to the shares of Common Stock included in the units to be sold by the Corporation in the IPO, and the Insider Units
will be identical to the units to be sold by the Corporation in the IPO, except that:



 


		●	the undersigned agrees to vote the Insider Shares and shares of Common Stock included in the Insider
Units in favor of any proposed Business Combination;



 


		●	all Insider Shares, including those held by the Holders (as defined below), will be placed
                                                                   in escrow, subject to the terms of an escrow agreement reasonably acceptable to the undersigned, and will not be released
                                                                   (subject to certain exceptions) until (A) the earlier of one year after the completion of a Business Combination and the
                                                                   date                                                                    on which the closing price of the Common Stock
                                                                   exceeds $12.50 for any 20 trading days within a 30-trading day period
                                                                   following the completion of a Business Combination with respect to 50% of the Insider Shares and (B) one year after the
                                                                   completion of a Business Combination with respect to the remaining 50% of the Insider Shares, and may only be transferred
                                                                   during this time period (i) amongst the initial purchasers of the Insider Shares, to the Corporation’s officers,
                                                                   directors and employees, to a holder’s affiliates, or to its members upon its liquidation, (ii) to relatives and
                                                                   trusts                                                                    for estate planning purposes, (iii) by virtue of
                                                                   the laws of descent and distribution upon death, (iv) pursuant to a
                                                                   qualified domestic relations order, (v) by private sales made in connection with the consummation of a Business Combination
                                                                   at prices no greater than the price at which the Insider Shares were originally purchased or (vi) to the Corporation for
                                                                   cancellation in connection with the consummation of a Business Combination, in each case (except for clause (vi)) where the
                                                                   transferee agrees to the terms of the escrow agreement and the voting requirements set forth above);



 






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		●	all Insider Units and underlying securities, including Insider Units and underlying
                                                                   securities held by other Holders, will not be transferable (except (i) amongst the initial purchasers of the Sponsor Shares,
                                                                   to the Corporation’s officers, directors and employees, to a holder’s affiliates, or to its members upon its
                                                                   liquidation, (ii) to relatives and trusts for estate planning purposes, (iii) by virtue of the laws of descent and
                                                                   distribution upon death, (iv) pursuant to a qualified domestic relations order, (v) by private sales made in connection with
                                                                   the consummation of a Business Combination at prices no greater than the price at which the Insider Units were originally
                                                                   purchased or (vi) to the Corporation for cancellation in connection with the consummation of a Business Combination, in each
                                                                   case (except for clause (vi)) where the transferee agrees to the terms of the transfer restrictions) until after the
                                                                   completion of a Business Combination;



 


		●	the Insider Shares and Insider Units will be subject to customary registration rights, which shall
be described in the Registration Statement;



 


		●	the undersigned will not participate in any liquidation distribution with respect to the Insider
Shares or Insider Units (but will participate in liquidation distributions with respect to any units or shares of Common Stock
purchased by the undersigned in the IPO or in the open market) if the Corporation fails to consummate a Business Combination; and



 


		●	the Insider Shares and Insider Units will include any additional terms or restrictions as is customary
in other similarly structured blank check company offerings or as may be reasonably required by the underwriters in the IPO in
order to consummate the IPO, each of which will be set forth in the Registration Statement.



 


The Company also agrees that
so long as the Warrants included in the Private Units continue to be held by the undersigned or its permitted transferees, the
Company will not redeem such Warrants and will permit the undersigned or its permitted transferees to exercise such Warrants on
a cashless basis by surrendering such Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing
(x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the exercise
price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless
exercise shall be permitted unless the Fair Market Value is higher than the exercise price. Solely for purposes of this agreement,
the “Fair Market Value” shall mean the average reported last sale price of the Common Stock for the 10 trading days
ending on the day prior to the Company’s receipt of the applicable exercise notice. Additionally, because the Warrants included
in the Private Units are being issued in a private transaction, they may be exercisable by the undersigned or its permitted transferees
for unregistered ordinary shares even if the prospectus relating to the ordinary shares issuable upon exercise of the Warrants
is not current and effective.


 


Each of the undersigned and
the Corporation acknowledges and agrees that, in order to consummate any Business Combination, the holders of Insider Shares or
Insider Units (“Holders”) may be required to contribute back to the capital of the Corporation a portion of any such
securities for cancellation and that such contributions will occur as follows:


 





		●	first, all Holders other than
DKU 2013 LLC, Halcyon Master Fund L.P., Covalent Capital Partners Master Fund, L.P., Jeff Hastings, and Leonard Schlemm (collectively,
the “Sponsor Group”), until all Holders have the same ratio of Insider Shares to Insider Units; and


 





		●	second, all Holders including
the members of the Sponsor Group, pro rata based on the number of Insider Shares or Insider Units, as applicable, held by each
Holder after giving effect to (i) above, such that in all cases the ratio of Insider Shares to Insider Units is equal.


 


For purposes of the immediately above provision,
NPIC Limited and The K2 Principal Fund L.P. shall contribute back Insider Shares on a pro rata basis with the Sponsor Group.



 
 Notwithstanding
anything to the contrary contained herein, the undersigned’s liability arising out of or related to this letter agreement
shall not exceed the Purchase Price.







 






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The undersigned acknowledges
and agrees that it will execute agreements in form and substance typical for transactions of this nature necessary to effectuate
the foregoing agreements and obligations prior to the consummation of the IPO as are reasonably acceptable to the undersigned,
including but not limited to (i) an insider letter, (ii) an escrow agreement and (iii) a registration rights agreement.


 


The undersigned hereby
represents and warrants that, as applicable:


 


		(a)	it has been advised that the Insider Shares and Insider Units have not been registered under the
Securities Act;



		(b)	it is acquiring the Insider Shares and Insider Units for its account for investment purposes only;



		(c)	it has no present intention of selling or otherwise disposing of the Insider Shares and Insider
Units in violation of the securities laws of the United States;



		(d)	it is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under
the Securities Act of 1933, as amended;



		(e)	it has had both the opportunity to ask questions and receive answers from the officers and directors
of the Corporation and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder; 






		(f)	it is familiar with the proposed business, management, financial condition and affairs of the Corporation; 






		(g)	it has full power, authority and legal capacity to execute and deliver this letter and any documents
contemplated herein or needed to consummate the transactions contemplated in this letter; and



		(h)	this letter constitutes its respective legal, valid and binding obligation, and is enforceable
against it.



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of this page is intentionally left blank-


 






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	 	Very truly yours,
	 	 	 
	 	By:	/s/ Jeff Hastings
	 		 Name:
	 		Title:




 





	Accepted and Agreed:	 
	 	 	 
	Harmony Merger Corp.	 
	 	 	 
	By:	/s/  Eric S. Rosenfeld	 
	 	Name: Eric S. Rosenfeld	 
	 	Title: Chief Executive Officer	 
	 	 	 
	Graubard Miller	 
	(solely with respect to its obligations to hold

                                                       and disburse monies for the Insider Units)
	 
	 	 	 
	By:	/s/  Jeffrey M. Gallant	 
	 	Name: Jeffrey M. Gallant	 
	 	Title: Partner	 







 


 


 


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