Exhibit
10.2(b)


 


LOCK-UP
AGREEMENT


 


__________,
2017


 


Harmony
Merger Corp.


777
Third Avenue, 37th Floor


New
York, New York 10017


 


Customer
Acquisition Network (Canada) Inc.


120
East Beaver Creek Road, Suite 200


Richmond
Hill, Ontario


L4B
4V1, Canada


Attention:
Eric So


 


Ladies
and Gentlemen:


 


Reference
is made to that certain Agreement and Plan of Reorganization (the “Amalgamation Agreement”), dated as of January 7,
2017, by and among Harmony Merger Corp. (“Harmony”), Harmony Merger Sub (Canada) Inc. (“Merger Sub”),
Customer Acquisition Network (Canada) Inc. (“Company”) and the shareholders of the Company. Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to them in the Amalgamation Agreement.


 


In
order to induce the parties to consummate the transactions contemplated by the Amalgamation Agreement, the undersigned agrees
not to, either directly or indirectly, during the “Restricted Period” (as hereinafter defined):


 


	 	(1)	sell
    or offer or contract to sell or offer, grant any option or warrant for the sale of, assign, transfer, pledge, hypothecate,
    or otherwise encumber or dispose of (all being referred to as a “Transfer”) any legal or beneficial interest in
    any Mundo Shares, issued or to be issued to the undersigned or to any other person or entity of which the undersigned is an
    Affiliate (as defined below), in each case in connection with the transactions contemplated by the Amalgamation Agreement,
    including without limitation the Contingent Shares (the “Restricted Securities”),


 


	 	(2)	enter
    into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic
    consequence of ownership of any of the Restricted Securities, whether such swap transaction is to be settled by delivery of
    any Restricted Securities or other securities of any person, in cash or otherwise, or


 


	 	(3)	publicly
    disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other
    arrangement relating to any of the Restricted Securities (it being understood that the foregoing shall not prohibit the undersigned
    from making any such disclosure to the undersigned’s existing or potential shareholders, members, partners, Affiliates,
    general partners, directors, officers, employees or partners, and their respective shareholders, members, partners, Affiliates,
    general partners, directors, officers, employees or partners, in each case on a confidential basis).


 


As
used herein, “Restricted Period” means the period commencing on the Closing Date and (A) with respect to 50% of such
Restricted Securities, ending on the earlier of (i) the date on which the Closing Price (defined below) of the Mundo Shares exceeds
$12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading
days within a 30-trading day period following the Closing Date and (ii) the day preceding the day that is six months after
the Closing Date and (B) with respect to the remaining 50% of such Restricted Securities, ending the day preceding the day that
is twelve months after the Closing Date; provided, however, the Restricted Period shall terminate immediately
prior to the consummation of a liquidation, merger, stock exchange or other similar transaction that results in all Mundo shareholders
having the right to exchange their Mundo Shares for cash, securities or other property.


 






     

     


    

 


For
purposes of this Lock-Up Agreement, “Closing Price” means, with respect to the Restricted Securities, as of the date
of determination, (i) if the Restricted Securities are listed on a national securities exchange, the closing sales price per share
of a Restricted Security officially reported on the principal national securities exchange on which the Restricted Securities
are then listed or admitted to trading; or (ii) if the Restricted Securities are not then listed or admitted to trading on any
national securities exchange, the average of the reported closing bid and asked prices of the Restricted Securities on such date
on the principal over the counter market on which the Restricted Securities are traded; or (iii) if neither of clause (i) or (ii)
is applicable, a market price per share determined in good faith by the Mundo Board or, if such determination is not satisfactory
to the undersigned for whom such determination is being made, by a nationally recognized investment banking firm mutually selected
by Mundo and the undersigned, the expenses for which shall be borne equally by Mundo and the undersigned. If trading is conducted
on a continuous basis on any exchange, then the closing price shall be at 4:00 P.M. New York City time.


 


Notwithstanding
the foregoing limitations, this Lock-Up Agreement will not prevent any Transfer of any or all of the Restricted Securities, either
during the undersigned’s lifetime or on the undersigned’s death (in the event the undersigned is an individual rather
than an entity), (i) in a transaction that does not involve a Public Offering or is not made through a securities exchange or
an over-the-counter securities market, or (ii) by gift, will or intestate succession, or by judicial decree, to the undersigned’s
beneficiaries or “family members” (as defined below), as applicable, or to trusts, corporations, partnerships, limited
liability companies, family limited partnerships and similar entities primarily for the benefit of the undersigned or the undersigned’s
“family members” or executives of Mundo or any controlled subsidiary of Mundo; provided, however, that in each and
any such event it shall be a condition to the Transfer that the transferee execute an agreement stating that the transferee is
receiving and holding the Restricted Securities subject to the provisions of this Lock-Up Agreement. For purposes of this sub-paragraph,
“family member” shall mean any relationship by blood, marriage or adoption, including, but not limited to, spouse,
lineal descendants, stepchildren, father, mother, brother or sister of the transferor. For purposes of this Lock-Up Agreement,
“Public Offering” means an underwritten public offering of registrable securities pursuant to an effective registration
statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or
successor form.


 


Also
notwithstanding the foregoing limitations, in the event the undersigned is an entity rather than an individual, this Lock-Up Agreement
will not prevent any Transfer of any or all of the Restricted Securities to the shareholders, members, Affiliates, directors,
officers, employees or partners of such entity or any Affiliate of the foregoing or Mundo or any controlled subsidiary of Mundo;
provided, however, that in each and any such event it shall be a condition to the Transfer that the transferee execute an agreement
stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Lock-Up Agreement.


 


Any
of the Restricted Securities subject to this Lock-Up Agreement may be released, from time to time, in whole or part from the terms
hereof upon the unanimous written consent of the disinterested members of the Mundo Board (provided the Mundo Shares held by the
founders of Harmony are similarly released from all restrictions on transfer then applicable to such shares).


  


The
undersigned hereby authorizes Mundo’s transfer agent to apply to any certificates representing Restricted Securities issued
to the undersigned an appropriate legend to reflect the existence and general terms of this Lock-up Agreement.


 


This
Lock-up Agreement will be legally binding on the undersigned and on the undersigned’s successors and permitted assigns,
and is executed as an instrument governed by the law of New York.


 


This
Lock-Up Agreement shall automatically terminate and be of no further force or effect upon the earlier to occur of (i) the termination
of the Amalgamation Agreement and (ii) the first Business Day following the expiration of the Restricted Period.


 


This
Lock-Up Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter of this Lock-Up Agreement. Sections 10.1 – 10.4 and 10.7 – 10.12
of the Amalgamation Agreement are incorporated herein by reference and shall apply to this Lock-Up Agreement mutatis mutandis.
Each of the parties to this Lock-Up Agreement agrees to use its reasonable best efforts to take, or cause to be taken, all actions,
and to do, or cause to be done, and to assist and cooperate with the other parties to this Lock-Up Agreement in doing, all things
necessary, in the most expeditious manner practicable to carry out or to perform the provisions of this Lock-Up Agreement.


 


[Signature
page follows]


 






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SIGNATURE
PAGE TO THE LOCK-UP AGREEMENT


 


	 	 
	Signature	           	 
	 	 	 
	Name:	 	 
	 	 	 
	Address: 	 	 
	 	 	 
	 	 	 


 


 


 


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