Exhibit 10.6.9


 


Amended and Restated as of
March 12, 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counsel to the Corporation, in its entirety and the Original Agreement shall be deemed to have been superseded and replaced in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 acknowledges that he previously
purchased 135,000 shares of Harmony common stock (“Insider Shares”) for an aggregate purchase price of $1,258.67. 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 further acknowledges that he
previously committed purchase 67,500 units of the Corporation, 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 $675,000 (the “Initial Purchase Price”). The undersigned previously
caused the 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. However, if the underwriters in the IPO exercise their over-allotment option in full
or part, the undersigned commits to sell back to Eric Rosenfeld up to 15,200 Insider Shares (“Over-allotment Sale”).
Such Over-allotment Sale shall be structured such that the undersigned maintains its ratio of two (2) Insider Shares for every
one (1) Insider Unit purchased. Therefore, up to $76,000 of the Initial Purchase Price will be returned to the undersigned in the
event that the over-allotment is exercised. 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.


 


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.


 



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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 15,200 of the Insider Shares must be sold back to Eric Rosenfeld if the underwriters exercise their over-allotment option
in the IPO, except in the event the sale 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 sale;



 


		●	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;



 



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		●	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);



 


		●	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.



 



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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;



 


		(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.



 


Remainder of Page Intentionally Left Blank





 






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	 	Very truly yours,
	 	 
	 	By:	/s/ Leonard Schlemm 
	 	 	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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