Exhibit 10.6.15


 





March
12, 2015


Harmony
Merger Corp.


777 Third
Avenue, 37th Floor


New York,
NY 10017


 


Gentlemen:


 


Harmony
Merger Corp. (“Company”), 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”) pursuant to a registration statement on Form S-1
(SEC File No. 333-197330)(the “Registration Statement”).


 


The
undersigned, or its designees, commit to purchase an aggregate of 50,000 units (“Private Units”) of the Company, each
Private Unit consisting of one share of common stock, par value $0.0001 per share, of the Company (“Common Stock”),
and one warrant (“Warrant”) to purchase one share of Common Stock with an exercise price of $11.50 per share, at $10.00
per Private Unit, or an aggregate purchase price of $500,000 (the “Purchase Price”).


 


The
consummation of the purchase and issuance of the Private Units shall occur simultaneously with the consummation of the IPO. Simultaneously
with the consummation of the IPO, the undersigned shall deposit the Purchase Price, without interest or deduction, into the trust
fund (“Trust Fund”) established by the Company for the benefit of the Company’s public stockholders as described
in the Registration Statement.


 


The
Private Units will be identical to the units to be sold by the Company in the IPO, except that the Warrants included in the Private
Units will be non-redeemable and may be exercised 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. For purposes of this letter agreement, “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, the Warrants may be exercisable for unregistered shares of Common Stock even if
the prospectus relating to the shares of Common Stock issuable upon exercise of the Warrants is not current and effective, in
each case, so long as they continue to be held by the undersigned or its permitted transferees. The undersigned also agrees:


 


		●	not
                                         to propose, or vote in favor of, an amendment to the Company’s amended and restated
                                         certificate of incorporation with respect to the Company’s pre-Business Combination
                                         activities prior to the consummation of such a Business Combination unless the Company
                                         provides dissenting public stockholders with the opportunity to convert their public
                                         shares in connection with any such vote;	 
	 	 	 	 
		●	not
                                         to convert any shares of Common Stock included in the Private Units into the right to
                                         receive cash from the Trust Fund in connection with a stockholder vote to approve either
                                         a Business Combination or an amendment to the provisions of the Company’s amended
                                         and restated certificate of incorporation relating to shareholders’ rights or pre-business
                                         combination activity;	 



 






    	 



    	 



    

 


		●	that
                                         the Private Units and underlying securities will not be (a) transferable for the first
                                         180 days from the date of effectiveness or commencement of sales in the IPO, except as
                                         permitted in the succeeding bullet under this letter agreement, and (b) thereafter, until
                                         after the completion of a Business Combination except (i) to the Company’s officers,
                                         directors and employees, to the undersigned’s affiliates and the undersigned’s
                                         and its affiliates’ respective officers, directors, employees, and equity holders,
                                         (ii) to relatives and trusts for estate planning purposes of officers, directors, employees
                                         or equity holders of the undersigned and its affiliates, (iii) by virtue of the laws
                                         of descent and distribution upon death, (iv) pursuant to a qualified domestic relations
                                         order of officers, directors, employees or equity holders of the undersigned or its affiliates,
                                         or (v) by private sales made in connection with the consummation of a Business Combination
                                         at prices no greater than the price at which the Private Units were originally purchased,
                                         in each case where the transferee agrees to the terms of the transfer restrictions.	 
	 	 	 	 
		●	The
                                         Private Units and their component parts and the related registration rights will be deemed
                                         compensation by the Financial Industry Regulatory Authority (“FINRA”) and
                                         will therefore be subject to lock-up for a period of 180 days from the date of effectiveness
                                         or commencement of sales in the IPO, subject to certain limited exceptions, pursuant
                                         to Rule 5110(g)(2) of the FINRA Manual. Additionally, the Private Units and their component
                                         parts and the related registration rights may not be sold, transferred, assigned, pledged
                                         or hypothecated for a six-month period (including the foregoing 180 day period) from
                                         the effective date of the Registration Statement except to any underwriter or selected
                                         dealer participating in the IPO and the bona fide officers or partners of the undersigned
                                         and any such participating underwriter or selected dealer. Additionally, the Private
                                         Units and their component parts and the related registration rights will not be the subject
                                         of any hedging, short sale, derivative, put or call transaction that would result in
                                         the economic disposition of such securities by any person for a period of 180 days immediately
                                         following the date of effectiveness or commencement of sales in the IPO.	 
	 	 	 	 
		●	the
                                         Private Units will be subject to customary registration rights, pursuant to a Registration
                                         Rights Agreement on terms agreed upon by the Company and the Underwriters to be filed
                                         as an exhibit to the Registration Statement;	 
	 	 	 	 
		●	notwithstanding
                                         anything to the contrary, neither the Private Units nor any of the securities underlying
                                         the Private Units shall be exercisable after the five year anniversary of the effective
                                         date of the Registration Statement; and	 
	 	 	 	 
		●	the
                                         undersigned will not participate in any liquidation distribution with respect to the
                                         Private Units if the Company fails to consummate a Business Combination.	 



 


The
undersigned hereby represents and warrants that:


 


		(a)	it
                                         has been advised that the Private Units have not been registered under the Securities
                                         Act;
	 	 	 
		(b)	it
                                         is acquiring the Private Units for its account for investment purposes only;



 






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		(c)	it
                                         has no present intention of selling or otherwise disposing of the Private 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 Company 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 Company;
	 	 	 
		(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;
	 	 	 
		(h)	this
                                         letter constitutes its legal, valid and binding obligation, and is enforceable against
                                         it; and
	 	 	 
		(i)	this
                                         letter agreement and each of the obligations of the undersigned shall be null and void
                                         and without effect if the closing of this sale does not occur prior to April 30, 2015.



  


	 	 	Very truly yours,
	 	 	 
	 	 	Cantor Fitzgerald & Co.
	 	 	 
	 	By:	/s/ Shawn Matthews
	 	 	Name: Shawn Matthews
	 	 	Title: Chief Executive Officer


 


Accepted
and Agreed:


 


HARMONY
MERGER CORP.


 


	By:	/s/ Eric S. Rosenfeld	 
	 	Name: Eric S. Rosenfeld	 
	 	Title: Chief Executive Officer	 


 


 




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