EXHIBIT 10.2



________,
2015


PMV Acquisition Corp.


One Corporate Center


Rye, New York 10580


 


	Re:	Initial Public Offering


Gentlemen:


This letter
(this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the
“Underwriting Agreement”) proposed to be entered into by and between PMV Acquisition Corp., a Delaware
corporation (the “Company”), and Cantor Fitzgerald & Co. as representative of the several underwriters
named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”), of 10,000,000 of the Company’s units (the “Units”), each comprised of
one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and
one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one
share of the Common Stock at a price of $5.75 per half share, subject to adjustment. The Units shall be sold in the Public Offering
pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company
with the Securities and Exchange Commission (the “Commission”) and the Company shall apply to have the
Units listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 12 hereof.


In order
to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Nevada PMV Acquisition
Holding Company, LLC (the “Sponsor”), each of the Sponsor’s members, and the undersigned individuals,
each of whom is a director, officer or advisor of the Company (together with the Sponsor, each, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


1.   
Each Insider agrees that if the Company seeks stockholder approval of a proposed Business
Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any shares of Common Stock
owned by it, him or her in favor of such proposed Business Combination and (ii) not redeem any shares of Common Stock owned by
it, him or her in connection with such stockholder approval. If the Company engages in a tender offer in connection with any proposed
Business Combination, each Insider agrees that it, he or she will not seek to sell its, his or her shares of Common Stock owned
by it, him or her to the Company in connection with such tender offer.



2.   
Each Insider agrees that in the event that the Company fails to consummate a Business Combination
within the period of time set forth in the Company’s amended and restated certificate of incorporation, as the same may be
amended from time to time, each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter redeem
the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust
Account (which interest shall be net of any interest released for taxes payable, working capital purposes or dissolution related
expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish Public Stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s
board of directors, dissolve and liquidate, subject in the cases of clauses (ii) and (iii) to the Company’s obligations under
Delaware law to provide for claims of creditors and other requirements of applicable law. Each Insider agrees not to propose any
amendment to the Company’s amended and restated certificate of incorporation that would affect the substance or timing of
the Company’s obligation to redeem the Offering Shares if the Company does not complete a Business Combination within the
time period described in Article SIXTH of the Company’s amended and restated certificate 



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of incorporation unless the Company
provides its Public Stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such amendment
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which
interest shall be net of taxes payable and working capital released to the Company), divided by the number of then outstanding
public shares.


Each Insider
acknowledges that, solely with respect to the Founders Shares owned by it, him or her, it, he or she has no right, title, interest
or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation
of the Company.


3.   
Subject to the provisions set forth in paragraph 8 below, during the period commencing on
the effective date of the Underwriting Agreement and ending 180 days after such date, each Insider shall not Transfer (as defined
below) any Units, shares of Common Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares
of Common Stock owned by it, if any. Each of the Insiders acknowledges and agrees that, prior to the effective date of any release
or waiver of the restrictions set forth in this paragraph 3 or paragraph 8 below, the Company shall announce the impending release
or waiver by press release through a major news service at least two business days before the effective date of the release or
waiver. Any release or waiver granted shall only be effective two business days after the publication date of such press release.
The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a Transfer of securities
that is not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this
Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the Transfer.



4.   
In the event of the liquidation of the Trust Account without the
consummation of a Business Combination, CIBL, Inc. (the “Indemnitor”) agrees to indemnify and hold harmless
the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all
legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or
threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third party
for services rendered or products sold to the Company or (ii) a prospective target business with which the Company has entered
into an acquisition agreement (a “Target”); provided, however, that such indemnification
of the Company by the Indemnitor shall apply only to the extent necessary to ensure that such claims by a third party for services
rendered or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below (a) $10.00
per Offering Share or (b) such lesser
amount per Offering Share held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation
of the Trust Account, in each case, net of the amount of interest earned on the property in the Trust Account which may be withdrawn
to pay taxes and for working capital purposes. The foregoing indemnity does not apply to, and the Indemnitor shall not be responsible
for any liability under, claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account,
regardless of whether such waiver is deemed unenforceable, and as to any claims under the Company’s indemnity of the Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the
right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following
written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake
such defense.



5.   
Each of the undersigned and the Company agrees that the Company will not engage any third
party to render services, agree to purchase any products from such third party, or enter into any discussion or any acquisition
agreement with a Target unless (i) such third party or Target has agreed to execute a waiver against any right, title, interest
or claim of any kind in or to any monies held in the Trust Account or any proceeds from the Trust Account, that is acceptable to
the Board of Directors of the Company (the “Board”) or (ii) the Board has consented in writing to dispense with such
waiver with respect to such services, product, discussions or acquisition agreement, in each case with the written consent of the
Indemnitor as part of the consent of the Board.



6.   
To the extent that the Underwriters do not exercise their over-allotment option to purchase
an additional 1,500,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the
Sponsor agrees that it shall forfeit, at no cost, a number of Founder Shares in the aggregate equal to 375,000 multiplied by a
fraction, (i) the numerator of which is 1,500,000 minus the number of Units purchased by the Underwriters upon the exercise
of their over-allotment option, and (ii) the denominator of which is 1,500,000, rounded to the nearest whole share. The forfeiture
will be adjusted to the extent that the over-allotment option is not 



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exercised in full by the Underwriters so that the stockholders
prior to the Public Offering will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Common Stock
after the Public Offering. 



7.   
 (a) Each Insider agrees not to participate in the formation of, or become an officer
or director of, any other blank check company (excluding existing affiliations), until the Company has entered into a definitive
agreement with respect to a Business Combination or the Company has failed to complete a Business Combination within the time period
set forth in the Company’s amended and restated certificate of incorporation, as the same may be amended from time to time.



(b) Each
Insider agrees and acknowledges that: (i) each of the Underwriters and the Company could be irreparably injured in the event
of a breach by such Insider of his, her or its obligations (as applicable) under paragraphs 1, 2, 3, 4, 6, 7(a), 8(a), 8(b), and
10 of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching
party shall be entitled to seek injunctive relief, in addition to any other remedy that such party may have in law or in equity,
in the event of such breach.


 


8.   
(a) Each Insider agrees that it, he or she shall not Transfer (as defined below) any
Founder Shares (that are not forfeited as described in paragraph 6 above) until (i) one year after the completion of a Business
Combination or (ii) earlier if, subsequent to a Business Combination, (x) the last sale price of the Common Stock equals or exceeds
$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days after a Business Combination or (y)  the Company completes
a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having
the right to exchange their shares of Common Stock for cash, securities or other property (the “Founder Shares Lock-up
Period”).


(b) Each
Insider agrees that it, he or she shall not effectuate any Transfer of Private Placement Warrants or Common Stock issued or issuable
upon the exercise of the Private Placement Warrants, until after the completion of a Business Combination (the “Private
Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


(c) Notwithstanding
the provisions set forth in paragraphs 7(a) and (b), any Insider may Transfer, as applicable, the Founder Shares, Private Placement
Warrants and shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants during the Lock-up Periods
(a) to the Company’s officers, directors, or other Insiders, any affiliates or family members of any of the Company’s
officers, directors or other Insiders, or any members of the Sponsor or partners, affiliates or employees of members of the Sponsor;
(b) in the case of an individual, by a gift to a member of one of the members of the individual’s immediate family or
to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person
or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death
of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private
sales or transfers made at or prior to the consummation of a Business Combination at prices no greater than the price at which
the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of a
Business Combination; or (g) by virtue of the laws of Delaware or the Sponsor’s limited liability company agreement; provided, however,
that in the case of clauses (a) through (e) and (g), these permitted transferees must enter into a written agreement agreeing
to be bound by these transfer restrictions. Any Transfer made in contravention of this Letter Agreement shall be null and void.


(d) Subject
to the limitations described herein, each Insider shall retain all of such Insider’s rights as a stockholder during, as applicable,
the Lock Up Periods including, without limitation, the right to vote, as the case may be, the Founder Shares and/or Private Placement
Warrants.


(e) Subject
to the limitations described herein, the Company acknowledges that pursuant to that certain registration rights agreement to be
entered into amongst the Company and the Insiders, the Insiders may request that a registration statement relating to the Founder
Shares and/or Placement Warrants or shares of Common Stock underlying the Placement Warrants be filed by the Company with the Commission
prior to the end of the Lock-Up Periods, as the case may be.


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9.   
Each Insider represents and warrants that it, he or she has never been suspended or expelled
from membership in any securities or commodities exchange or association or had a securities or commodities license or registration
denied, suspended or revoked. As applicable, each Insider’s biographical information furnished to the Company is true and
accurate in all material respects and does not omit any material information with respect to the undersigned’s background.
As applicable, each Insider’s questionnaire furnished to the Company is true and accurate in all material respects. Each
Insider represents and warrants that: the undersigned is not subject to or a respondent in any legal action for, any injunction
for, cease-and-desist order for, or order or stipulation to desist or refrain from, any act or practice relating to the offering
of securities in any jurisdiction; and the undersigned has never been convicted of, or pleaded guilty to, any crime (i) involving
fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any
dealings in any securities and the undersigned is not currently a defendant in any such criminal proceeding.



10.   
Except as disclosed in the Prospectus, neither the Sponsor nor any other Insider nor any affiliate
of the Sponsor or any other Insider, nor any director or officer of the Company, shall receive from the Company any finder’s
fees, reimbursements or cash payments for services rendered to the Company prior to or in connection with the completion of an
initial Business Combination.



11.   
Each Insider has full right and power, without violating any agreement to which it is bound
(including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter
into this Letter Agreement and, as applicable, to serve as a director on the board of directors of the Company and hereby consents
to being named in the Prospectus as a director or director nominee of the Company.



12.   
As used herein, (i) “Business Combination” shall mean a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar initial business combination, involving the
Company and one or more businesses or entities; (ii) “Founder Shares” shall mean the 2,875,000 shares
of the Common Stock of the Company initially acquired by the Sponsor for an aggregate purchase price of $25,000, or approximately
$0.009 per share, prior to the consummation of the Public Offering; (iii) “Private Placement Warrants “
shall mean the Warrants to purchase up to 3,500,000 shares of the Common Stock of the Company that are acquired by the Sponsor
for an aggregate purchase price of $3.5 million in the aggregate, or $0.50 per Warrant, in a private placement that shall occur
simultaneously with the consummation of the Public Offering; (iv) “Public Stockholders” shall mean
the holders of securities issued in the Public Offering; (v) “Trust Account” shall mean the trust
fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (vi) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security,
(b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).



13.   
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto
in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the
parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated
hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as
to any particular provision, except by a written instrument executed by all parties hereto.



14.   
No party hereto may assign either this Letter Agreement or any of its rights, interests, or
obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph
shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This
Letter Agreement shall be binding on the Insiders and their respective successors and permitted assigns. 



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15.   
This Letter 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. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising
out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State
of New York, and irrevocably submits to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waives
any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.



16.   
Any notice, consent or request to be given in connection with any of the terms or provisions
of this Letter 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, facsimile transmission or email.



17.   
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up
Periods or (ii) the liquidation of the Company if it is unable to consummate a Business Combination with the required time
period; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public
Offering is not consummated; and, provided, further, that paragraph 4 of this Letter Agreement shall survive the
liquidation of the Company.


[Signature page follows]




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        Sincerely,

         

        NEVADA PMV ACQUISITION HOLDING COMPANY, LLC

        By: CIBL, Inc., its managing member

	 	 
	By:	 	 
	 	 	
        Name: Robert E. Dolan

        Title: Interim Chief Executive Officer and Interim
        Chief Financial Officer

	
         

        CIBL, INC.

	 	 
	By:	 	 
	 	 	
        Name: Robert E. Dolan

        Title: Interim Chief Executive
        Officer and Interim Chief Financial Officer



 


	 	 	 
	 	 
	By:	 	 
	 	 	
        Christopher J. Marangi

        Address:

        Email:



 


	 	 	 
	 	 
	By:	 	 
	 	 	
        Gary M. Julien

        Address:

        Email:



 


	 	 	 
	 	 
	By:	 	 
	 	 	
        Robert E. Dolan

        Address:

        Email:



 


	 	 	 
	 	 
	By:	 	 
	 	 	
        Donald H. Hunter

        Address:

        Email:



 


	 	 	 
	 	 
	By:	 	 
	 	 	
        William J. LaPerch

        Address:

        Email:



 


	 	 	 
	 	 
	By:	 	 
	 	 	
        Richard P. Mastoloni

        Address:

        Email:



 


	 	 	 




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	By:	 	 
	 	 	
        James J. Abel

        Address:

        Email:

	 	 	 
	 	 
	 	 
	By:	 	 
	 	 	
        Pamela Colburn

        Address:

        Email:

	 	 
	 	 
	By:	 	 
	 	 	
        Fay Vincent

        Address:

        Email:



 


	 	 	 


	 	 	 
	
        Acknowledged and Agreed:

         

        PMV ACQUISITION CORP.

	 	 
	By:	 	 
	 	 	
        Name: Christopher J. Marangi

        Title: Chief Executive Officer



 


 







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