Exhibit 10.1


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Agreement is made as of July 2, 2018 by and between Allegro Merger Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, No. 333-225270 (“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. (“Cantor Fitzgerald”) is acting as the representative of the underwriters
in the IPO; and


 


WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation,
$130,000,000 of the gross proceeds of the IPO and a private placement taking place simultaneously therewith ($149,500,000 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 (“Common
Stock”) issued in the IPO as hereinafter provided (the proceeds 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”);


 


WHEREAS,
a portion of the Property equal to $4,550,000 (or $5,622,500 if the over-allotment option is exercised in full) is attributable
to deferred underwriting discounts and commissions that will be payable by the Company to Cantor Fitzgerald upon the consummation
of the Business Combination (as defined below) (the “Deferred Underwriting Fee”); 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 JPMorgan Chase Bank NA in the United States, maintained by Trustee, and
at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 



     


     


    

 


(c) In
a timely manner, upon the written instruction of the Company, 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 paragraph
(d) 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 and the Trustee may earn bank credits or other consideration during such periods;


 


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


 


(e) Notify
the Company and Cantor Fitzgerald of all communications received by it 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 C, signed on behalf of the Company, affirmed by counsel for the Company and, in the case of a Termination Letter in
a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by Cantor Fitzgerald, 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 by the date set forth in the Company’s Amended and Restated 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 C hereto and distributed to the Public
Stockholders as of the Last Date. The provisions of this Section 1(i) may not be modified, amended or deleted under any
circumstances.


 


(j) Upon
receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit B, signed on behalf
of the Company, distribute to Public Stockholders who exercised their conversion rights in connection with an amendment to Article
Sixth of the Company’s amended and restated certificate of incorporation (an “Amendment”) an amount
equal to the pro rata share of the Property relating to the Common Stock for which such Public Stockholders have exercised conversion
rights in connection with such Amendment. The provisions of this Section 1(j) may not be modified, amended or deleted under any
circumstances.


 



    	 	2	 



     


    

 


2. Limited
Distributions of Income from Trust Account.


 


(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 D, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested
by the Company to cover any income or franchise 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 E, the Trustee shall distribute to the Company the amount of interest income earned on the Property and requested by
the Company to cover expenses related to the Company’s working capital requirements; provided, however, that the aggregate
amount of all such distributions in any year shall not exceed $125,000 and the Company will not be allowed to withdraw interest
income earned on the trust account unless there are sufficient funds available to pay the Company’s tax obligations on such
interest income or otherwise then due at that time.


 


(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) The
Company shall provide Cantor Fitzgerald with a copy of any Termination Letter, Amendment Notification Letter 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 as follows:


 


(a) The
Company shall give all instructions to the Trustee hereunder in writing, signed by any of the Company’s authorized officers.
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 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 Sections 5 and 7(g) of this Agreement, the Company shall hold the Trustee harmless and indemnify
the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses 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 or willful misconduct (each an “Indemnity Claim”).
Promptly after the receipt by the Trustee of notice of an Indemnity Claim it shall notify the Company in writing of such Indemnity
Claim. The Trustee shall have the right to conduct and manage the defense against such Indemnity 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 Indemnity Claim without the prior written consent of the Company, which consent shall
not be unreasonably withheld. The Company may participate in such action with its own counsel.


 



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(c) The
Company shall 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, the Company shall provide to the
Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder
votes verifying the vote of the Company’s stockholders regarding such Business Combination; and


 


(e) In
the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the
Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement.


 


(f) 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 B providing instructions for the distribution of funds to Public Stockholders
who exercise their conversion option in connection with such Amendment.


 


(g) Within
four (4) business days after Cantor Fitzgerald exercises the over-allotment option (or any unexercised portion thereof) or such
over-allotment expires, provide the Trustee with a notice in writing of the total amount of the Deferred Underwriting Fee, which
shall in no event be less than $4,550,000.


 


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;


 


(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 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;


 



    	 	4	 



     


    

 


(c) Change
the investment of any Property, other than in compliance with Section 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 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, 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 business combination
consummated 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 or deliver
payee statements to 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 or released to it under Section
2(a) hereof).


 


(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.


 



    	 	5	 



     


    

 


(k) Verify
calculations, qualify or otherwise approve Company requests for distributions pursuant to Sections 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 Sections 3(b) or 3(c) hereof, the Trustee shall pursue such Claim solely against the Company
and its assets outside the Trust Account and not against the Property or any monies in the Trust Account


 


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 (90) 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) and Section 5.


 


7. Miscellaneous.


 


(a) The
Company and the Trustee will each restrict access to confidential information relating to funds being transferred to or from the
Trust Account 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. 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. It
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall
constitute but one instrument.


 



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(c) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Sections 1(i) and 1(j) (which may not be amended under any circumstances), this Agreement or any provision hereof may only
be changed, amended, or modified by a writing signed by each of the parties hereto; provided, however, that no such
change, amendment, or modification may be made without the prior written consent of Cantor Fitzgerald. As to any claim, cross-claim,
or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury. The Trustee may require from
Company counsel an opinion as to the propriety of any proposed amendment.


 


(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


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis E. Wolf, Jr.


Email:
fwolf@continentalstock.com


 


if
to the Company, to:


 


Allegro
Merger Corp.


777
Third Avenue, 37th Floor


New
York, New York 10017


Attn:
Eric. S. Rosenfeld, Chairman and Chief Executive Officer


Email:
erosenfeld@crescendopartners.com


Fax
No.: (212) 319-0760


 


in
either case with a copy to:


 


Cantor
Fitzgerald & Company


499
Park Avenue


New
York, New York 10022


Attn:
________________


Email:


Fax
No.: (___) ___-____


 


(f) This
Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(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 obligations as contemplated hereunder.


 


(h) Each
of the Company and the Trustee hereby acknowledge that Cantor Fitzgerald is a third party beneficiary of this Agreement.


 


[Signature
Page Follows]


 



    	 	7	 



     


    

 


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:	/s/
    Francis Wolf, Jr.
	 		Name:
    Francis Wolf, Jr.
	 		Title:  Vice
    President
	 	 	 
	 	ALLEGRO
    MERGER CORP.
	 	 	 
	 	By:	/s/
    Eric S. Rosenfeld
	 		Name:
    Eric S. Rosenfeld
	 		Tittle: Chief
    Executive Officer










 



    	 	8	 



     


    

 


SCHEDULE
A


 


	Fee Item	 	Time
    and method of payment 	 	Amount
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$3,500
	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
	Paying Agent services as required pursuant to section 1(i)	 	Billed to Company upon delivery of service pursuant to section
    1(i)	 	 

        Prevailing
        rates

         



 



    	 	9	 



     


    

 





EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer


&
Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Steven Nelson and Francis E. Wolf, Jr.


 


Re: Trust
Account No. _____________ - Termination Letter


 


Gentlemen:


 


Pursuant
to Section 1(i) of that certain Investment Management Trust Agreement between Allegro Merger Corp. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of July 2, 2018 (“Trust
Agreement”), this is to advise you that the Company has entered into an 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”). Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Trust Agreement.


 


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 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 (“Counsel Letter”) and (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 if a vote is held and (b) joint written instructions from it and Cantor Fitzgerald & Co. with respect to the transfer
of the funds held in the Trust Account, including payment of the Deferred Underwriting Fee from the Trust Account (“Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon
your receipt of the Counsel Letter and the Instruction Letter, 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.


 



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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.


 


	 	Very
    truly yours,
	 	 	 
	 	ALLEGRO
    MERGER CORP.
	 	 	 
	 	By:	           




 


	AGREED
    TO AND 	 
	ACKNOWLEDGED
    BY	 
	 	 
	CANTOR
    FITZGERALD & CO.	 
	 	 	 
	By:
    	              	 
	 	Name:	 
	 	Title:	 




 



    	 	11	 



     


    

 





EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer


&
Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Steven Nelson and Francis E. Wolf, Jr.


 


Re: Trust
Account No. ______________ - Amendment Notification Letter


 


Gentlemen:


 


Reference
is made to that certain Investment Management Trust Agreement between Allegro Merger Corp. (“Company”)
and Continental Stock Transfer & Trust Company, dated as of July 2, 2018 (“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 a sufficient portion of the Trust Account on [ ] and
to transfer $_____ of the proceeds of the Trust to the Trust account at J.P. Morgan Chase Bank, N.A. for distribution to the stockholders
that have requested conversion of their shares in connection with such Amendment. The remaining funds, if any, shall be reinvested
by you as previously instructed.


 


	 	Very
    truly yours,
	 	 	 
	 	ALLEGRO
    MERGER CORP.
	 	 	 
	 	By:	           


 


cc:
Cantor Fitzgerald & Co.


 



    	 	12	 



     


    

 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer


&
Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis E. Wolf, Jr. and Celeste Gonzalez


 


Re: Trust
Account No. __________________ - Termination Letter


 


Gentlemen:


 


Pursuant
to Section 1(i) of that certain Investment Management Trust Agreement between Allegro Merger Corp. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of July 2, 2018 (“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 IPO. Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Trust Agreement.


 


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 operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the
Public Stockholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public
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 operating account. You agree to be the Paying Agent of record
and in your separate capacity as Paying Agent, to distribute said funds directly to the Public 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,
	 	 	 
	 	ALLEGRO MERGER CORP.
	 	 	 
	 	By:	           


 


cc:
Cantor Fitzgerald & Co.


 



    	 	13	 



     


    

 





EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer


&
Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis E. Wolf, Jr. and Celeste Gonzalez


 


Re: Trust
Account No. _________________- Interest Withdrawal for Tax Payment 


 


Gentlemen:


 


Pursuant
to Section 2(a) of that certain Investment Management Trust Agreement between Allegro Merger Corp. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of July 2, 2018 (“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 for 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]


 


	 	ALLEGRO MERGER CORP.
	 	 	 
	 	By:	           


 


cc:
Cantor Fitzgerald & Co.


 



    	 	14	 



     


    

 


EXHIBIT
E


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer


&
Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis E. Wolf, Jr. and Celeste Gonzalez


 


Re: Trust
Account No. _________________- Interest Withdrawal for Tax Payment 


 


Gentlemen:


 


Pursuant
to Section 2(b) of that certain Investment Management Trust Agreement between Allegro Merger Corp. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of July 2, 2018 (“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, which does not exceed, in the aggregate with all such prior disbursements pursuant to Section
2(b), if any, the maximum amount set forth in Section 2(b). The Company needs such funds to pay 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]


 


	 	ALLEGRO MERGER CORP.
	 	 	 
	 	By:	           


 


cc:
Cantor Fitzgerald & Co.


 


 


15