Exhibit 10.11


Jensyn Acquisition Corp.


800 West Main Street, Suite 204


Freehold, New Jersey 07728


 


June 11, 2015


 


Corinthian Partners, LLC.


10 East 53rd Street, 28th Floor


New York, New York 10022


Attention: Demetrios Mallios


 


Gentlemen:


 


This letter sets forth
the terms and conditions of the engagement (the “Engagement”) of Corinthian Partners, LLC (the “Banker”)
by Jensyn Acquisition Corp.(the “Company”) to act as placement agent in connection with the private placement (the
“Private Placement”) of up to $2,750,000 of (A) private units (“Units”) comprised of (i) one (1) share
of common stock, (ii) one right to receive one-tenth (1/10) of a share of common stock upon consummation of the Company’s
initial business combination and (iii) a warrant to purchase one-half share of common stock and (B) $15 Exercise Price Sponsor
Warrants (collectively, the Securities) with Jensyn Capital, LLC (“Jensyn Capital”) and provide the other services
described herein.


 


Services


 


The Banker’s
services will include assisting management with structuring the Private Placement and strategic planning process including an analysis
of markets, financial models, organizational structure and capital requirements. The Banker will provide such other services in
connection with the Private Placement as the Company and the Banker may agree from time to time.


 


The Banker will use
its best efforts in performing its obligations hereunder.


 


Engagement Terms


 


The Banker’s
compensation from the Company will consist of a financing fee paid in cash at each closing of the Private Placement equal to ten
percent (10%) of the gross proceeds of the Private Placement purchased by Jensyn Capital at that closing.


 


In addition to any
fees payable to the Banker pursuant to this Engagement, and contingent upon a closing of the Private Placement, the Company will
pay to the Banker at each closing of the Private Placement a non-accountable expense allowance in an amount equal to three percent
(3%) of the gross proceeds of the Private Placement purchased at that closing by Jensyn Capital.


 




     


     


    

 


Confidentiality


 


Except as contemplated
by the terms hereof or as required by applicable law, the Banker shall keep confidential all nonpublic information provided to
it by the Company, and shall not disclose such information to any third party without the prior consent of the Company, other than
to such of its partners, officers, directors, agents, and employees as the Banker determines to have a need to know such information
and who are bound by written agreements to maintain the confidentiality of such information on substantially identical terms to
those provided herein. Moreover, the Banker will not use any confidential information for
purposes other than those contemplated hereunder.


 


Banker’s Additional Obligations


 


The Banker represents,
warrants and covenants that:


 


		(a)	The Banker will not offer, offer to sell or sell any Securities on the basis of any written communications
or documents relating to the Company or its business other than written materials furnished by the Company or previously approved
by the Company in writing (the “Offering Materials”). No communications (whether oral or written) or documents relating
to the Company or its business made or delivered by the Banker will be inconsistent with the Offering Materials. The Banker will
not utilize the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on a confidential
basis on March 13, 2015 (the “Registration Statement”) or any amendment thereto or portion thereof, to offer the Securities.



 


		(b)	The Banker is duly licensed and registered as a broker-dealer under, and in compliance with, the
Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder, and the securities laws in effect
in any state or other jurisdiction in which Securities are offered by the Banker and the rules, regulations and orders of any securities
administrator existing or adopted thereunder.



 


		(c)	The Banker shall cooperate fully with the Company and its counsel with respect to compliance with
all applicable federal, state and foreign securities and “blue sky” laws applicable to the offer and sale of Securities.



 


Indemnification


 


The Company agrees
to indemnify and hold harmless the Banker, and its affiliates and the respective directors, officers, controlling persons, if any,
agents and employees of Banker or any of its affiliates, from and against any claims, liabilities, losses, damages, proceedings
or actions (whether pending or threatened) related to or arising out of the Engagement or Banker’s role in connection therewith,
and will reimburse Banker and any such parties for all reasonable costs and expenses, including counsel fees, as they are incurred
in connection with investigating, preparing for and defending any such claim, proceeding or action (whether pending or threatened).
The Company will not, however, be responsible for any claims, liabilities, losses, damages or expenses which are finally judicially
determined to have resulted primarily from Banker’s gross negligence or intentional or reckless misconduct or breach of this
agreement.


 




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Banker agrees to indemnify
and hold harmless the Company and its affiliates and the respective directors, officers, controlling persons, if any, agents and
employees of the Company or any of its affiliates from and against any claims, liabilities, losses, damages, proceedings or actions
(whether pending or threatened) related to or arising out of the breach by Banker of its representations, warranties or agreements
set forth in this Engagement letter or the exercise by a person of any right under the Securities Act of 1933 or the Securities
Exchange Act of 1934 or the securities or “blue sky” laws of any state on account of violations by Banker of its representations,
warranties or agreements set forth in this Engagement letter.


 


In any case in which
it is finally judicially determined that indemnification or reimbursement, as set forth in the paragraphs above, may not be enforced
or is otherwise unavailable, then the Company and Banker agree to contribute to the aggregate claims, liabilities, losses, damages
or expenses which may be incurred in such proportion as is appropriate to reflect the relative benefits received by the Company
on the one hand, and Banker on the other, from the transactions provided for in this Engagement letter. Such relative benefits
shall be determined by reference to the total value of the proposed transaction in relation to the fee received or that would be
received in the transaction was consummated by Banker.


 


In case any action
shall be brought against any person entitled to indemnity hereunder (an “Indemnified Person”), such Indemnified Person
shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein
and, to the extent that it wishes, to assume the defense thereof, with counsel satisfactory to such Indemnified Person, and after
notice from the indemnifying party to such Indemnified Person of its election so to assume the defense thereof, the indemnifying
party shall not be liable to such Indemnified Person for any legal or other expenses subsequently incurred by such Indemnified
Person in connection with the defense thereof other than reasonable costs of any investigation; provided, however, that if the
named parties to any such action include both the Indemnified Person on the one hand and the indemnifying party on the other hand,
and the Indemnified Person shall have reasonably concluded that there may be one or more legal defenses available to it which are
different from or additional to those available to the indemnifying party, the Indemnified Person shall have the right to select
separate counsel to assume such defense on behalf of the Indemnified Person; provided, further, however, that the indemnifying
party shall not, in connection with any one such action or separate but substantially similar or related actions arising out of
the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys
in any point in time for the Indemnified Person and all persons controlling, controlled by or otherwise affiliated with the Indemnified
Person. The indemnifying party shall not be liable for any settlement of any such action or proceeding effected without its written
consent.


 




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Notwithstanding any
provision herein to the contrary, no person adjudged guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act of 1933) by a court of competent jurisdiction shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. Any party entitled to contribution will, promptly after receipt of notice of commencement
of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party
or parties under this subparagraph, notify such party or parties from whom contribution may be sought; and the omission so to notify
such party or parties will relieve the party or parties from whom contribution may be sought from any obligation it or they may
have under this paragraph as to the particular item for which contribution is then being sought but not from any other liability
which it may have to any person entitled to contribution. The Company’s indemnity obligations shall survive any termination
of this Agreement.


 


Duration of Engagement


 


The period of this
Engagement will extend from the date hereof until terminated. The Company may terminate this Engagement (i) at any time upon not
less than five days’ prior written notice; and (ii) immediately upon written notice to the Banker, if the Company has terminated
the Private Placement; provided, however, the Company will remain obligated to pay the Banker the fees described above should a
private placement with Jensyn Capital occur within one year of termination.


 


Miscellaneous


 


The Banker acknowledges
and agrees that the Banker shall not participate as an underwriter in connection with the Company’s proposed offering of
units pursuant to the Registration Statement.


 


The Company and the
Banker agree that this Engagement letter will be governed by and construed in accordance with the laws of the State of New York
and will be binding upon, inure to the benefit of and be enforceable by the parties or their respective successors. This letter
constitutes the entire agreement of the parties with respect to the subject matter hereof.


 


If you agree to the
terms of this letter of Engagement, please sign and date the enclosed copies of this letter. One set of signed originals should
be returned to the Company and the other retained for your files.


 


	 	 	Very truly yours,
	 	 	 
	 	 	Jensyn Acquisition Corp.
	 	 	 
	 	By:	/s/Jeffrey J. Raymond
	 	 	Jeffrey J. Raymond
	 	 	President


 




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	Agreed and Accepted as of	 
	the date set forth above by:	 
	 	 
	Corinthian Partners, LLC	 
	 	 	 
	By:	/s/ Demetrious Mallios	 
	 	Demetrios Mallios	 
	 	Head of Investing Banking	 


 




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