Exhibit
10.6.2


 





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shall be deemed to have been superseded and replaced in their entirety by this letter agreement.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 ("IP0").


 


The
undersigned hereby commits that he will purchase an aggregate of 2,538 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 $25,380.00 (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/ David Sgro
	 	David Sgro


 


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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