EXHIBIT 10.3


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made as of [_____], 2015
by and between PMV Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, No. 333-_____ (“Registration Statement”), for its initial public offering of securities (“IPO”)
has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange Commission (capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement); and


 


WHEREAS, Cantor Fitzgerald & Co. (the
“Representative”) is acting as the representative of the underwriters in the IPO pursuant to an underwriting agreement
between the Company and the underwriters (“Underwriting Agreement”); and


 


WHEREAS, simultaneously with the IPO, the
Company’s sponsors and officers and directors will be purchasing an aggregate of 7,000,000 warrants (“Sponsors’
Warrants”) from the Company for an aggregate purchase price of $3,500,000; and


 


WHEREAS, as described in the Registration
Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, $100,000,000 of the gross
proceeds of the IPO and sale of the Sponsors’ Warrants ($115,000,000 if the underwriters’ over-allotment option is
exercised in full) will be delivered to the Trustee to be deposited and held in a trust account for the benefit of the Company
and the holders of the Company’s common stock, par value $.0001 per share, issued in the IPO as hereinafter provided (the
amount to be delivered to the Trustee will be referred to herein as the “Property”; the stockholders for whose benefit
the Trustee shall hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders and
the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $3,500,000 is attributable to deferred underwriting discounts and commissions that may become
payable by the Company to the underwriters upon the consummation of an initial business combination (as described in the Registration
Statement, a “Business Combination”) (the “Deferred Discount”); and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property;


 


IT IS AGREED:


 


1.        Agreements and Covenants of Trustee. The Trustee
hereby agrees and covenants to:


 


(a)        Hold the Property in trust for the Beneficiaries
in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee
at J.P. Morgan Chase Bank N.A. and at a brokerage institution selected by the Trustee that is satisfactory to the Company;


 


(b)        Manage, supervise and administer the Trust Account
subject to the terms and



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conditions set forth herein;


 


(c)        In a timely manner, upon the written instruction
of the Company, to invest and reinvest the Property in United States “government securities” within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, as amended, (the “Investment Company Act”) having a maturity
of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act that holds itself
out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7
promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations; it being understood
that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder;


 


(d)        Collect and receive, when due, all principal, interest
or other income arising from the Property, which shall become part of the “Property,” as such term is used herein;


 


(e)        Notify the Company and the Representative of all
communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f)        Supply any necessary information or documents as
may be requested by the Company in connection with the Company’s preparation of its tax returns;


 


(g)        Participate in any plan or proceeding for protecting
or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h)        Render to the Company monthly written statements
of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and


 


(i)        Commence liquidation of the Trust Account only after
and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form
substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf of the Company by its Chief
Executive Officer and Chief Financial Officer and affirmed by counsel for the Company, and complete the liquidation of the Trust
Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred
to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee within the time
period set forth in the Company’s Certificate of Incorporation, as the same may be amended from time to time (“Last
Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached
as Exhibit B hereto and distributed to the stockholders of record on the Last Date. The provisions of this Section 1(i) may not
be modified, amended or deleted under any circumstances.


 


(j)        Upon receipt of an Amendment Notification
Letter (defined below), distribute to Public Stockholders who exercised their conversion rights in connection with an Amendment
(defined below) an amount equal to the pro rata share of the Property relating to the shares for which such Public Stockholders
have exercised conversion rights in connection with such Amendment.


 


2.        Limited Distributions of Income from Trust Account.



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(a)        Upon written request from the Company, which may
be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to
the Company the amount of interest income earned on the Property and requested by the Company to cover any income or other tax
obligation owed by the Company;


 


(b)        Upon written request from the Company, which may
be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to
the Company the amount of interest income earned on the Trust Account requested by the Company to cover expenses related to investigating
and selecting a target business and other working capital requirements; provided, however, that the Company will not be allowed
to withdraw interest income earned on the Trust Account unless there is an amount of interest income available in the Trust Account
sufficient to pay the Company’s tax obligations on such interest income or otherwise then due at that time; and


 


(c)        The limited distributions referred
to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. Except as provided in Sections 2(a)
and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) and 1(j)
hereof.


 


(d)        In all cases, the Company shall provide the Representative
with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee with respect to any proposed
withdrawal from the Trust Account promptly after such issuance.


 


3.        Agreements and Covenants of the Company. The Company
hereby agrees and covenants to:


 


(a)        Give all instructions to the Trustee hereunder in
writing, signed by the Company’s Chairman of the Board of Directors, Chief Executive Officer or Chief Financial Officer.
In addition, except with respect to its duties under Sections 1(i), 1(j), 2(a) and 2(b) above, the Trustee shall be entitled to
rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith and with reasonable
care believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall
promptly confirm such instructions in writing;


 


(b)        Subject to the provisions of Section 5 of this Agreement,
hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and
disbursements, or loss suffered by the Trustee in connection with any claim, potential claim, action, suit or other proceeding
brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises out of or relates
to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property,
except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after
the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which
the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter
referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against
such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel,
which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written
consent of the Company, which consent shall not be



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unreasonably withheld. The Company may participate in such action
with its own counsel;


 


(c)        Pay the Trustee an initial acceptance fee, an annual
fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth on Schedule A hereto,
which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall
not be used to pay such fees and further agreed that any fees owed to the Trustee shall be deducted by the Trustee from the disbursements
made to the Company pursuant to Section 1(i) solely in connection with the consummation of a Business Combination and Section 2(b).
The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter
on the anniversary of the Effective Date;


 


(d)        In connection with any vote of the Company’s
stockholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in
the business of soliciting proxies and/or tabulating stockholder votes (which firm may be the Trustee) verifying the vote of the
Company’s stockholders regarding such Business Combination;


 


(e)        In connection with the Trustee acting as Paying/Disbursing
Agent pursuant to Exhibit B, the Company will not give the Trustee disbursement instructions which would be prohibited under this
Agreement;


 


(f)         [Intentionally Omitted];


 


(g)        In the event the Company is entitled to receive a
tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the
Trustee with notice in writing (with a copy to the Representative) of the amount of such income tax refund; and


 


(h)        If the Company seeks to amend any
provisions of its amended and restated certificate of incorporation relating to stockholders’ rights or pre-Business Combination
activity (including the time within which the Company has to complete a Business Combination) (in each case, an “Amendment”),
the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit E providing
instructions for the distribution of funds to Public Stockholders who exercise their conversion option in connection with such
Amendment.


 


4.        Limitations of Liability. The Trustee shall have
no responsibility or liability to:


 


(a)        Take any action with respect to the Property, other
than as directed in Sections 1 and 2 hereof and the Trustee shall have no liability to any party except for liability arising out
of its own gross negligence, fraud or willful misconduct;


 


(b)        Institute any proceeding for the collection of any
principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property
unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company
shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c)        Change the investment of any Property, other than
in compliance with Section



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1(c);


 


(d)        Refund any depreciation in principal of any Property;


 


(e)        Assume that the authority of any person designated
by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless
the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)        The other parties hereto or to anyone else for any
action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own
best judgment, except for its gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected
in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee),
statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of
its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee,
in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee
shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of
the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and,
if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g)        Verify the correctness of the information set forth
in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it
is as contemplated by the Registration Statement; and


 


(h)        File local, state and/or federal tax returns or information
returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if
any, payable by the Company or the Trust Account, relating to the income earned on the Property.


 


(i)        Pay any taxes on behalf of the Trust Account (it
being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid
by the Company from funds not held in the Trust Account).


 


(j)        Imply obligations, perform duties,
inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly
set forth herein.


 


(k)        Verify calculations, qualify or otherwise approve
Company requests for distributions pursuant to Section 1(i), 1(j), 2(a) or 2(b) above.


 


5.        Trust Account Waiver. The Trustee has no right
of set off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account,
and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the
event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 3(b) hereof,
the Trustee shall pursue such Claim solely against the Company and not against the Property or any monies in the Trust Account.



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6.         Termination. This Agreement shall terminate as
follows:


 


(a)        If the Trustee gives written notice to the Company
that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee during
which time the Trustee shall act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor
trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer
the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports
and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that, in the event that
the Company does not locate a successor trustee within ninety days of receipt of the resignation notice from the Trustee, the Trustee
may submit an application to have the Property deposited with any court in the State of New York or with the United States District
Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)        At such time that the Trustee has completed the liquidation
of the Trust Account in accordance with the provisions of Section 1(i) hereof, and distributed the Property in accordance with
the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 3(b).


 


7.        Miscellaneous.


 


(a)        The Company and the Trustee each acknowledge that
the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company
and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons.
Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to
such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee will rely upon all information
supplied to it by the Company, including account names, account numbers and all other identifying information relating to a beneficiary,
beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud
or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information
or transmission of the wire.


 


(b)        This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original or
facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c)        This Agreement contains the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i) (which may not be modified,
amended or deleted without the affirmative vote of sixty five percent (65%) of the then outstanding shares of Common Stock; provided
that no such amendment will affect any Public Stockholder who has otherwise indicated his election to redeem his shares of Common
Stock in connection with a stockholder vote sought to amend this Agreement), this Agreement or any provision hereof may only be
changed, amended or modified by a writing signed by each of the parties hereto. As to any claim, cross-claim or counterclaim in
any way relating to this Agreement, each party waives the right to trial by jury.



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(d)        The parties hereto consent to the jurisdiction and
venue of any state or federal court located in the City of New York, Borough of Manhattan, for purposes of resolving any disputes
hereunder.


 


(e)        Any notice, consent or request to be given in connection
with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private
courier service, by certified mail (return receipt requested), by hand delivery or by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer


& Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven G. Nelson, Chairman, and Frank
A. DiPaolo, CFO


Fax No.: (212) 509-5150


 


if to the Company, to:


 


PMV Acquisition Corp.


One Corporate Center


Rye, New York 10580


Attn: Christopher J. Marangi


 


in either case with a copy to:


 


Cantor Fitzgerald & Co.


499 Park Avenue


New York, New York 10022


Attn: General Counsel


Fax No.:


 


with a copy to:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, New York 10105


Attn: Douglas S. Ellenoff, Esq.


Fax No.:


 


(f)        No party to this Agreement may assign its rights
or delegate its obligations hereunder without the prior consent of the other person or entity.


 


(g)        Each of the Trustee and the Company hereby represents
that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective



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obligations as contemplated hereunder.


 


(h)        Each of the Company and the Trustee hereby acknowledges
that the Representative, on behalf of the several underwriters, is a third party beneficiary of this Agreement.



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IN WITNESS WHEREOF, the parties have duly
executed this Investment Management Trust Agreement as of the date first written above.


 




CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee


       


	By: 	 	 
	 	Name:	 
	 	Title:	 



 





PMV ACQUISITION CORP.


 


	By: 	 	 
	 	Name:	 
	 	Title:	 









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SCHEDULE A


 


	Fee Item	Time and method of payment 	Amount
	Annual fee	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	$10,000
	Transaction processing fee for disbursements to Company under Section 2	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	$250




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EXHIBIT A


 




	[Letterhead of Company]	 
	 	 
	[Insert date]	 





 






Continental Stock Transfer


& Trust Company


17 Battery Place


New York, New York 10004


Attn:   Steven Nelson and Frank Di Paolo


 


Re:        Trust Account No. [_______]
Termination Letter


 


Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between PMV Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [_____], 2015 (“Trust Agreement”), this is
to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target
Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert
date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination
(“Consummation Date”).


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer
the proceeds to the above-referenced account at [____ Bank] to the effect that, on the Consummation Date, all of funds held in
the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation
Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company
will not earn any interest or dividends.


 


On the Consummation
Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
(ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the
Company’s stockholders in connection with the Business Combination and (b) written instructions with respect to the transfer
of the funds held in the Trust Account (“Instruction Letter”) and (iii) the Representative shall deliver to you written
instructions for delivery of the Deferred Discount. You are hereby directed and authorized to transfer the funds held in the Trust
Account immediately upon your receipt of the counsel’s letter and the Instruction Letter, (x) to the Representative in an
amount equal to the Deferred Discount as directed by the Representative and (y) the remainder in accordance with the terms of the
Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date
without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain
in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the
Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.


 


In the event that the
Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on
or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from
the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice.



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Very
truly yours,


 


PMV
ACQUISITION CORP.




 


	By: 	 	 
	 	Name: Christopher J. Marangi	 
	 	Title: Chairman and Chief Executive Officer



 


	By: 	 	
	 	Name: Robert E. Dolan	 
	 	Title: Chief Financial Officer, Treasurer and Secretary







 


cc:         Cantor Fitzgerald & Co.



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EXHIBIT B


 




	[Letterhead of Company]	 
	 	 
	[Insert date]	 







 


Continental Stock Transfer


& Trust Company


17 Battery Place


New York, New York 10004


Attn:   Steven Nelson and Frank Di Paolo


 


Re:        Trust Account No. [_______]
Termination Letter


 


Gentlemen:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between PMV Acquisition Corp. (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of [_____], 2015 (“Trust Agreement”), this is to advise you that
the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s
Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its initial public
offering of securities.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and
to transfer the total proceeds to the Trust Checking Account at [_____ Bank] to await distribution to the stockholders. The Company
has selected ____________ 20 __ as the record date for the purpose of determining the stockholders entitled to receive their share
of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while
on deposit in the trust account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent and to
distribute said funds directly to the Company’s stockholders in accordance with the terms of the Trust Agreement and the
Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the trust account,
your obligations under the Trust Agreement shall be terminated.


 





Very
truly yours,


 


PMV
ACQUISITION CORP.




 


	By: 	 	 
	 	Name: Christopher J. Marangi	 
	 	Title: Chairman and Chief Executive Officer



 


	By: 	 	
	 	Name: Robert E. Dolan	 
	 	Title: Chief Financial Officer, Treasurer and Secretary







 


cc:         Cantor Fitzgerald & Co.



    	13



    	



    




EXHIBIT C


 




	[Letterhead of Company]	 
	 	 
	[Insert date]	 





 


Continental Stock Transfer


& Trust Company


17 Battery Place


New York, New York 10004


Attn:   Accounting Department


Cynthia Jordan and
Francine West


 


Re:        Trust Account No. [_______]



 


Gentlemen:


 


Pursuant to Section
2(a) of the Investment Management Trust Agreement between PMV Acquisition Corp. (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of [_____], 2015 (“Trust Agreement”), the Company hereby requests
that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. The Company needs
such funds to pay its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized
to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


Very
truly yours,


 


PMV
ACQUISITION CORP.




 


	By: 	 	 
	 	Name: Christopher J. Marangi	 
	 	Title: Chairman and Chief Executive Officer



 


	By: 	 	
	 	Name: Robert E. Dolan	 
	 	Title: Chief Financial Officer, Treasurer and Secretary







 


cc:         Cantor Fitzgerald & Co.








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EXHIBIT D


 




	[Letterhead of Company]	 
	 	 
	[Insert date]	 





 


Continental Stock Transfer


& Trust Company


17 Battery Place


New York, New York 10004


Attn:   Accounting
Department


Cynthia Jordan and
Francine West


 


Re:        Trust Account No. [_______]


 


Gentlemen:


 


Pursuant
to paragraph 2(b) of the Investment Management Trust Agreement between PMV Acquisition Corp. (“Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of April 30, 2015 (“Trust
Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the
Property as of the date hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a
target business and other working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the
Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 








Very
truly yours,


 


PMV
ACQUISITION CORP.




 


	By: 	 	 
	 	Name: Christopher J. Marangi	 
	 	Title: Chairman and Chief Executive Officer



 


	By: 	 	
	 	Name: Robert E. Dolan	 
	 	Title: Chief Financial Officer, Treasurer and Secretary







 


cc:         Cantor Fitzgerald & Co.







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EXHIBIT E


 




	[Letterhead of Company]	 
	 	 
	[Insert date]	 





 


Continental Stock Transfer


& Trust Company


17 Battery Place


New York, New York 10004


Attn:   Accounting Department


Cynthia Jordan and
Francine West


 


Re:        Trust Account No. [_______]


 


Gentlemen:


 


Reference is made to
the Investment Management Trust Agreement between PMV Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust
Company, dated as of ________, 2015 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall
have the meanings ascribed to them in the Trust Agreement.


 


Pursuant to Section
1(j) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the
terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account on [     ] and to transfer $_____ of the proceeds
of the Trust to the checking account at [          ] for distribution to the shareholders that have requested conversion of their shares
in connection with such Amendment. The remaining funds shall be reinvested by you as previously instructed.


 








Very
truly yours,


 


PMV
ACQUISITION CORP.




 


	By: 	 	 
	 	Name: Christopher J. Marangi	 
	 	Title: Chairman and Chief Executive Officer



 


	By: 	 	
	 	Name: Robert E. Dolan	 
	 	Title: Chief Financial Officer, Treasurer and Secretary







 


cc:         Cantor Fitzgerald & Co.



    	16