Exhibit 10.1


 


____________
__, 2015


 


Harmony
Merger Corp.


777 Third
Avenue, 37th Floor


New York,
New York 10017


 


Cantor
Fitzgerald & Co.


499
Park Avenue


New
York, New York 10022


 


	 	Re:	Initial Public Offering




 


Ladies
and Gentlemen:


 


This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between Harmony Merger Corp., a Delaware corporation (the “Company”), and Cantor
Fitzgerald & Co., as Representative (the “Representative”) of the several Underwriters named in
Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”)
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 warrant (“Warrant”)
to purchase one share of Common Stock. Certain capitalized terms used herein are defined in paragraph 16 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned as a stockholder of the Company, 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.      If
the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock
beneficially owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination. The
foregoing provision may not be amended under any circumstances.


 


2.      (a)
In the event that the Company fails to consummate a Business Combination within 24 months from the closing of the Company’s
IPO, the undersigned shall take all reasonable steps to (i) cause the Company to cease all operations except for the purpose of
winding up, (ii) as promptly as possible, but no more than ten business days after the expiration of such period, cause the Trust
Fund to be liquidated and distributed to the holders of IPO Shares and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the Company’s remaining holders of Common Stock and the Board of Directors, cause
the Company to dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under
Delaware law to provide for claims of creditors and the requirements of other applicable law.


 






    	 



    	 



    

 


(b)
The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund
and any remaining net assets of the Company as a result of such liquidation with respect to his, her or its Insider Shares or
Private Units (and the underlying shares of Common Stock) (“Claim”) and hereby waives any Claim the
undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not
seek recourse against the Trust Fund for any reason whatsoever. The undersigned acknowledges and agrees that there will be no
distribution from the Trust Fund with respect to any Warrants underlying the Private Units, all of which will terminate on the
Company’s liquidation.


 


[(c)
In the event of the liquidation of the Trust Fund, the undersigned agrees to indemnify and hold harmless the Company against any
and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim
whatsoever) which the Company may become subject as a result of any claim by any vendor or other person who is owed money by the
Company for services rendered or products sold or contracted for, or by any target business that the Company has entered into
discussions with or entered into a definitive agreement with, but only to the extent necessary to ensure that such loss, liability,
claim, damage or expense does not reduce the amount of funds in the Trust Fund; provided that such indemnity shall not
apply if such vendor or other person has executed an agreement waiving any claims against the Trust Fund.]1


 


3.      The
undersigned will escrow all of his, her or its Insider Shares pursuant to the terms of a Stock Escrow Agreement which the Company
will enter into with the undersigned and an escrow agent acceptable to the Company.


 


4.      The
undersigned agrees that until the Company consummates a Business Combination, the undersigned’s Private Units will be subject
to the transfer restrictions described in the Subscription Agreement relating to the undersigned’s Private Units.


 





 



1
To be included for Eric S. Rosenfeld Letter only.


 






    	2



    	 



    

 


5.      [The
undersigned agrees to enter into an agreement in accordance with the guidelines of Rule 10b5-1 of the Securities Exchange Act
of 1934, as amended (“Exchange Act”), pursuant to which he will place limit orders for an aggregate
of up to $500,000 of the Company’s Common Stock at or below a price equal to the per-share amount held in the Trust Fund
as reported in the Form 8-K disclosing all material information relating to the Company’s initial Business Combination,
commencing on the later of (1) two business days after the Company files such Form 8-K and (2) 60 days after the termination of
the “restricted period” in connection with the IPO under Regulation M of the Exchange Act, and ending on the record
date for the shareholder meeting at which such initial Business Combination is to be approved. Any shares purchased by the undersigned
pursuant to this arrangement will be voted in favor of the proposed Business Combination. Additionally, the undersigned will not
transfer, assign or sell any of the shares purchased by the undersigned pursuant to this arrangement (except to the same permitted
transferees as the Insider Shares and provided the transferees agree to the same transfer restrictions) until (A) the earlier
of one year after the completion of the initial 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 the initial Business Combination
with respect to 50% of the shares and (B) one year after the completion of the initial Business Combination with respect to the
remaining 50% of the shares.]2


 


6.      In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present
to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire
a target business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company,
subject to any pre-existing fiduciary and contractual obligations the undersigned might have.


 


7.      The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, such transaction must be approved by a majority of the Company’s disinterested
independent directors and the Company must obtain an opinion from an independent investment banking firm that such Business Combination
is fair to the Company’s unaffiliated stockholders from a financial point of view.


 


8.      Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
and will not accept any compensation or other cash payment prior to, or for services rendered in order to effectuate, the consummation
of the Business Combination[; provided that the Company shall be allowed to repay a non-interest bearing loan in an aggregate
amount of $50,000 made to the Company by the undersigned to cover the IPO expenses; provided further that the Company shall be
allowed to pay $12,500 per month to Crescendo Advisors II, LLC, an affiliate of the undersigned, for office space and related
services]3; provided [further] that the Company shall be allowed to repay working capital loans made
by the undersigned to the Company in cash upon consummation of the Business Combination or, at the undersigned’s discretion,
with respect to up to an aggregate of $500,000 of working capital loans from all lenders, by converting such loans into units
at a price of $10.00 per unit, as more fully described in the Registration Statement. Notwithstanding the foregoing, the undersigned
and any affiliate of the undersigned shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred
in connection with identifying, investigating and consummating a Business Combination.


 





 



2 To
be included for Eric S. Rosenfeld Letter only.


3
To be included for Eric S. Rosenfeld letter only.


 




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9.      Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned
or any affiliate of the undersigned originates a Business Combination.


 


10.    The
undersigned agrees to be the _________ of the Company until the earlier of the consummation by the Company of a Business Combination
or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company and the
Representative is true and accurate in all material respects and does not omit any material information with respect to the undersigned’s
biography. The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and
accurate in all material respects. The undersigned represents and warrants that:


 


		(a)	he/she/it
                                         has never had a petition under the federal bankruptcy laws or any state insolvency law
                                         been filed by or against (i) him/her/it or any partnership in which he/she/it was a general
                                         partner at or within two years before the time of filing; or (ii) any corporation or
                                         business association of which he/she/it was an executive officer at or within two years
                                         before the time of such filing;
	 	 	 
		(b)	he/she/it
                                         has never had a receiver, fiscal agent or similar officer been appointed by a court for
                                         his/her/its business or property, or any such partnership;
	 	 	 
		(c)	he/she/it
                                         has never been convicted of fraud in a civil or criminal proceeding;
	 	 	 
		(d)	he/she/it/
                                         has never been convicted in a criminal proceeding or named the subject of a pending criminal
                                         proceeding (excluding traffic violations and minor offenses);
	 	 	 







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		(e)	he/she/it
                                         has never been the subject of any order, judgment or decree, not subsequently reversed,
                                         suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
                                         enjoining or otherwise limiting him/her/it from (i) acting as a futures commission merchant,
                                         introducing broker, commodity trading advisor, commodity pool operator, floor broker,
                                         leverage transaction merchant, any other person regulated by the Commodity Futures Trading
                                         Commission (“CFTC”) or an associated person of any of the foregoing, or as
                                         an investment adviser, underwriter, broker or dealer in securities, or as an affiliated
                                         person, director or employee of any investment company, bank, savings and loan association
                                         or insurance company, or from engaging in or continuing any conduct or practice in connection
                                         with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging
                                         in any activity in connection with the purchase or sale of any security or commodity
                                         or in connection with any violation of federal or state securities or federal commodities
                                         laws;
	 	 	 
		(f)	he/she/it
                                         has never been the subject of any order, judgment or decree, not subsequently reversed,
                                         suspended or vacated, of any federal or state authority barring, suspending or otherwise
                                         limiting for more than 60 days your right to engage in any activity described in 9(e)(i)
                                         above, or to be associated with persons engaged in any such activity;
	 	 	 
		(g)	he/she/it
                                         has never been found by a court of competent jurisdiction in a civil action or by the
                                         SEC to have violated any federal or state securities law, where the judgment in such
                                         civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;
	 	 	 
		(h)	he/she/it
                                         has never been found by a court of competent jurisdiction in a civil action or by the
                                         CFTC to have violated any federal commodities law, where the judgment in such civil action
                                         or finding by the CFTC has not been subsequently reversed, suspended or vacated;
	 	 	 
		(i)	he/she/it
                                         has never been the subject of, or a party to, any Federal or State judicial or administrative
                                         order, judgment, decree or finding, not subsequently reversed, suspended or vacated,
                                         relating to an alleged violation of (i) any Federal or State securities or commodities
                                         law or regulation, (ii) any law or regulation respecting financial institutions or insurance
                                         companies including, but not limited to, a temporary or permanent injunction, order of
                                         disgorgement or restitution, civil money penalty or temporary or permanent cease-and
                                         desist order, or removal or prohibition order or (iii) any law or regulation prohibiting
                                         mail or wire fraud or fraud in connection with any business entity;



 






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		(j)	he/she/it
                                         has never been the subject of, or party to, any sanction or order, not subsequently reversed,
                                         suspended or vacated, or any self-regulatory organization, any registered entity, or
                                         any equivalent exchange, association, entity or organization that has disciplinary authority
                                         over its members or persons associated with a member;
	 	 	 
		(k)	he/she/it
                                         has never been convicted of any felony or misdemeanor: (i) in connection with the purchase
                                         or sale of any security; (ii) involving the making of any false filing with the SEC;
                                         or (iii) arising out of the conduct of the business of an underwriter, broker, dealer,
                                         municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;
	 	 	 
		(l)	he/she/it
                                         was never subject to a final order of a state securities commission (or an agency of
                                         officer of a state performing like functions); a state authority that supervises or examines
                                         banks, savings associations, or credit unions; a state insurance commission (or an agency
                                         or officer of a state performing like functions); an appropriate federal banking agency;
                                         the Commodity Futures Trading Commission; or the National Credit Union Administration
                                         that is based on a violation of any law or regulation that prohibits fraudulent, manipulative,
                                         or deceptive conduct;
	 	 	 
		(m)	he/she/it
                                         has never been subject to any order, judgment or decree of any court of competent jurisdiction,
                                         that, at the time of such sale, restrained or enjoined him/her/it from engaging or continuing
                                         to engage in any conduct or practice: (i) in connection with the purchase or sale of
                                         any security; (ii) involving the making of any false filing with the SEC; or (iii) arising
                                         out of the conduct of the business of an underwriter, broker, dealer, municipal securities
                                         dealer, investment adviser or paid solicitor of purchasers of securities;
	 	 	 
		(n)	he/she/it
                                         has never been subject to any order of the SEC that orders him/her/it to cease and desist
                                         from committing or causing a future violation of: (i) any scienter-based anti-fraud provision
                                         of the federal securities laws, including, but not limited to, Section 17(a)(1) of the
                                         Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section
                                         206(1) of the Advisers Act or any other rule or regulation thereunder; or (ii) Section
                                         5 of the Securities Act;



 






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		(o)	he/she/it
                                         has never been named as an underwriter in any registration statement or Regulation A
                                         offering statement filed with the SEC that was the subject of a refusal order, stop order,
                                         or order suspending the Regulation A exemption, or is, currently, the subject of an investigation
                                         or proceeding to determine whether a stop order or suspension order should be issued;
	 	 	 
		(p)	he/she/it
                                         has never been subject to a United States Postal Service false representation order,
                                         or is currently subject to a temporary restraining order or preliminary injunction with
                                         respect to conduct alleged by the United States Postal Service to constitute a scheme
                                         or device for obtaining money or property through the mail by means of false representations;
	 	 	 
		(q)	he/she/it
                                         is not subject to a final order of a state securities commission (or an agency of officer
                                         of a state performing like functions); a state authority that supervises or examines
                                         banks, savings associations, or credit unions; a state insurance commission (or an agency
                                         or officer of a state performing like functions); an appropriate federal banking agency;
                                         the Commodity Futures Trading Commission; or the National Credit Union Administration
                                         that bars the undersigned from: (i) association with an entity regulated by such commission,
                                         authority, agency or officer; (ii) engaging in the business of securities, insurance
                                         or banking; or (iii) engaging in savings association or credit union activities;
	 	 	 
		(r)	he/she/it
                                         is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of
                                         the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e)
                                         or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”) that:
                                         (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal
                                         securities dealer or investment adviser; (ii) places limitations on the activities, functions
                                         or operations of, or imposes civil money penalties on, such person; or (iii) bars the
                                         undersigned from being associated with any entity or from participating in the offering
                                         of any penny stock; and
	 	 	 
		(s)	he/she/it
                                         has never been suspended or expelled from membership in, or suspended or barred from
                                         association with a member of, a securities self-regulatory organization (e.g., a registered
                                         national securities exchange or a registered national or affiliated securities association)
                                         for any act or omission to act constituting conduct inconsistent with just and equitable
                                         principles of trade.



 


11.    The
undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement
and to serve as _________ of the Company.


 






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12.    In
connection with any vote to approve a Business Combination or an amendment to the Company’s Amended and Restated Certificate
of Incorporation prior to the consummation of such a Business Combination, the undersigned hereby waives his, her or its right
to exercise conversion rights with respect to [any shares of the Common Stock owned or to be owned by the undersigned, directly
or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket]4[any Insider
Shares or shares of Common Stock underlying the Private Units]5, and agrees that he, she or it will not seek conversion
with respect to, or otherwise sell, such shares in connection with any vote to approve a Business Combination with respect thereto.
The foregoing provision may not be amended under any circumstances.


 


13.    The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to Article Sixth of the Company’s Amended and
Restated Certificate of Incorporation prior to the consummation of a Business Combination unless the Company provides dissenting
holders of IPO Shares with the opportunity to convert their IPO Shares in connection with any such vote.


 


[14.   In
the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient
to complete such liquidation, the undersigned agrees to advance such funds necessary to complete such liquidation and agrees not
to seek repayment for such expenses.]6


 


15.    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 undersigned hereby (i) agrees that any action, proceeding or claim against him, her or it arising out of or relating in any
way to this letter agreement (a “Proceeding”) shall be brought and enforced in the courts of the State
of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum and (iii) irrevocably agrees to appoint Graubard Miller as agent for the service of process in the State
of New York to receive, for the undersigned and on his, her or its behalf, service of process in any Proceeding.


 





 



4 To
be included for all holders except NPIC Limited, DKU 2013 LLC, The K2 Principal Fund L.P., Covalent Capital Partners Master Fund
L.P. and Halcyon Master Fund L.P.


5
To be included for NPIC Limited, DKU 2013 LLC, The K2 Principal Fund L.P., Covalent Capital Partners Master Fund L.P. and Halcyon  Master Fund L.P.


6
To be included for Eric S. Rosenfeld letter only.


 







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16.    As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii)
“Insiders” shall mean all officers, directors and stockholders of the Company immediately prior to the
IPO; (iii) “Insider Shares” shall mean all of the shares of Common Stock of the Company acquired by
an Insider prior to the IPO; (iv) “IPO Shares” shall mean the shares of Common Stock issued in the Company’s
IPO; (v) “Private Units” shall mean the Units purchased in the private placement taking place simultaneously
with the consummation of the Company’s IPO; (vi) “Registration Statement” means the registration
statement on Form S-1 (File No. 333-197330) filed by the Company with respect to the IPO; and (vii) “Trust Fund”
shall mean the trust fund into which a portion of the net proceeds of the Company’s IPO will be deposited.


 


17.    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.


 


18.    No
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 parties hereto and any successors and assigns thereof.


 






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19.    The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO. 


 





	 	 
	 	Print Name of Insider
	 	 
	 	 
	 	Signature




 


 


10