Exhibit 10.6.12








 


March 13, 2015


 


Harmony Merger Corp.


777 Third Avenue, 37th Floor


New York, New York 10017


 


Gentlemen:


 


This letter agreement
amends and restates any prior agreements between the parties hereto in their entirety and any prior agreements shall be deemed
to have been superseded and replaced in their entirety by this letter agreement.


Harmony Merger Corp.
(“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 agrees
to purchase an aggregate of 215,000 shares (“Insider Shares”) of common stock of the Corporation, par value $.0001
per share (“Common Stock”), of the Corporation for approximately $0.0083 per Insider Share, for an aggregate purchase
price of $1,776.13. In addition, 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 95,000 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, for an aggregate purchase price of $950,000 (the “Initial Purchase Price”). Additionally,
if the underwriters in the IPO exercise their over-allotment option in full or part, the undersigned further commits to purchase
up to an additional 12,500 Insider Units at $10.00 per Insider Unit for an aggregate purchase price of $125,000 (the “Over-Allotment
Purchase Price” and together with the Initial Purchase Price, the “Purchase Price”). The undersigned will cause
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. Simultaneously with the
consummation of all or any part of the over-allotment option, GM shall (i) deposit the pro-rata portion of the Over-Allotment Purchase
Price, based upon the amount of the over-allotment option that has been exercised, without interest or deduction, into the Trust
Fund and (ii) deliver all interest then earned on the Over-Allotment Purchase Price to the undersigned. Upon expiration of the
over-allotment option, GM shall return any unused portion of the Over-Allotment Purchase Price to the undersigned, together with
any remaining interest earned on the Over-Allotment Purchase Price. 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. 


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:


		·	up to 25,000 of the Insider Shares will be subject to forfeiture to the extent that the underwriters
do not exercise their over-allotment option in the IPO in full, except in the event the forfeiture would result in a reduction
in the undersigned’s ratio of Insider Shares to Insider Units, in which case a lesser number of Insider Shares will be subject
to forfeiture;



 






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		·	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 other 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);



 


		·	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 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 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



 






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		·	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.


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.



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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; and



		(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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left blank-


 






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	 	Very truly yours,
	 	 
	 	Halcyon Master Fund L.P.,
	 	 	 
	 	By Halcyon Offshore Asset Management LLC, its investment manager
	 	 	 
	 	By:	/s/ 
	 	 	Name:
	 	 	Title:




 





	Accepted and Agreed:	 
	 	 	 
	Harmony Merger Corp.	 
	 	 	 
	By:	/s/ Eric S. Rosenfeld	 
	 	Name: Eric S. Rosenfeld	 
	 	Title: Chief Executive Officer	 
	 	 	 
	/s/ Eric S. Rosenfeld	 
	Eric S. Rosenfeld	 
	 	 	 
	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	 







 


Signature page to Financial
Sponsor Commitment Letter


 


 


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