Exhibit 10.6.8


 


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 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been superseded and replaced in their entirety by this letter agreement.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 hereby commits
that he will purchase an aggregate of 7,500 units of the Corporation (“Insider Units”), each Insider Unit consisting
of one share of Common Stock and one warrant (“Warrant”) to purchase one share of Common Stock for $11.50, for an aggregate
purchase price of $75,000.00 (the “Purchase Price”). The undersigned has previously caused the Purchase Price to be
delivered to Graubard Miller (“GM”), counsel for the Corporation, to hold in a non-interest bearing account until the
Corporation consummates the IPO. The consummation of the purchase and issuance of the Insider Units shall occur simultaneously
with the consummation of the IPO. Simultaneously with the consummation of the IPO, GM shall deposit the 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”).


 


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 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 shares of Common Stock included in the
Insider Units in favor of any proposed Business Combination;



 


		●	the Insider Units and underlying securities
will not be transferable (except (i) amongst the initial purchasers of the Insider Units, 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 and  voting agreement set forth above)
until after the completion of a Business Combination;









 



    	



    	 



    

 





		●	the 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 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 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.




 






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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:


 


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



 


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



 


		(c)	it has no present intention of selling or otherwise disposing of the 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.



 





	 	Very truly yours,
	 	 
	 	/s/ John Schauerman






 


Accepted and Agreed:


 


Harmony Merger Corp.





 





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



 



 



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	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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