Exhibit
10.1


 


 


[____________
__, 2019]


 


 


 


Tuscan
Holdings Corp.


135
E. 57th St., 18th Floor


New
York, NY 10022


(646)
948-7100


 


EarlyBirdCapital,
Inc.


366
Madison Ave 8th Floor


New
York, NY 10017


 


		Re:	Initial
Public Offering



 


Gentlemen:


 


This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between Tuscan Holdings Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital,
Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto
(the “Underwriters”), relating to an underwritten initial public offering (the “IPO”)
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 warrant exercisable for
one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph
14 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1. If
the Company solicits approval of its stockholdersof a Business Combination, the undersigned will vote all shares of Common Stock
beneficially owned by him, whether acquired before, in or after the IPO, in favor of such Business Combination.


 



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2.
(a) In the event that the Company fails to consummate 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 (the
“Certificate of Incorporation”), the undersigned will, as promptly as possible, 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 IPO (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 net of interest released to the Company as permitted pursuant to the
Trust Agreement, 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.


 


(b) The
undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Account
(“Claim”) with respect to the shares of Founders’ Common Stock owned by the undersigned and hereby
waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the
Company and will not seek recourse against the Trust Account for any reason whatsoever. The undersigned acknowledges and agrees
that there will be no distribution from the Trust Account with respect to any Warrants, all rights of which will terminate on
the Company’s liquidation.


 


[(c) In
the event of the liquidation of the Trust Account, the undersigned agrees to indemnify and hold harmless the Company for any debts
and obligations to target businesses or vendors or other entities that are owed money by the Company for services rendered or
contracted for or products sold to the Company, but only to the extent necessary to ensure that such debt or obligation does not
reduce the amount of funds in the Trust Account below $10.00 per share; provided that such indemnity shall not apply (i) if such
vendor or prospective target business executed an agreement waiving any right, title, interest or claim of any kind they may have
in or to any monies held in the Trust Account, or (ii) as to any claims under the Company’s obligation to indemnify the
Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”).]1


 


3. The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, such transaction must be approved by a majority of the Company’s disinterested
independent directors and the Company must obtain an opinion from an independent investment banking firm, or another independent
entity that commonly renders valuation opinions, that such Business Combination is fair to the Company’s unaffiliated stockholders
from a financial point of view.


 





 



1 For
Sponsor letter only.


 



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4. Neither
the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation or other
cash payment prior to, or for services rendered in order to effectuate, the consummation of the Business Combination; provided
that the Company shall be allowed to make the payments set forth in the Registration Statement under the caption “Prospectus
Summary – The Offering – Limited payments to insiders.”


 


5. Neither
the undersigned nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation
in the event either of the undersigned or any affiliate of the undersigned originates a Business Combination.


 


6.
(a) The undersigned will place into escrow all shares of Founders’ Common Stock owned by him/her/it pursuant to the
terms of a Stock Escrow Agreement which the Company will enter into with the undersigned and an escrow agent.


 


(b) The
undersigned agrees that until after the Company consummates a Business Combination, all Founders’ Warrants owned by him/her/it
will be subject to the transfer restrictions described in the Founder Warrants Purchase Agreement relating to the undersigned’s
Founders’ Warrants.


 


7.
(a) In order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, the
undersigned hereby agrees that until the earliest of the Company’s initial Business Combination or liquidation, the
undersigned shall present to the Company for its consideration, prior to presentation to any other entity, any suitable
target business, subject to any pre-existing fiduciary or contractual obligations the undersigned might have.


 


(b) The
undersigned hereby agrees and acknowledges that (i) each of the Underwriters and the Company may be irreparably injured in the
event of a breach of any of the obligations contained in this letter, (ii) monetary damages may not be an adequate remedy for
such breach and (iii) the non-breaching party shall be entitled to 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. The
undersigned agrees to be the [_____] of the Company until the earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company
and the Representative is true and accurate in all respects, does not omit any material information with respect to the undersigned’s
background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under
the Securities Act. The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is
true and accurate in all respects. The undersigned represents and warrants that:


 


		(a)	he/she/it
                                         has never had a petition under the federal bankruptcy laws or any state insolvency law
                                         been filed by or against (i) him/her/it or any partnership in which he/she/it was a general
                                         partner at or within two years before the time of filing; or (ii) any corporation or
                                         business association of which he/she/it was an executive officer at or within two years
                                         before the time of such filing;



 



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		(b)	he/she/it
                                         has never had a receiver, fiscal agent or similar officer been appointed by a court for
                                         his/her/its business or property, or any such partnership;



 


		(c)	he/she/it
                                         has never been convicted of fraud in a civil or criminal proceeding;



 


		(d)	he/she/it/
                                         has never been convicted in a criminal proceeding or named the subject of a pending criminal
                                         proceeding (excluding traffic violations and minor offenses);



 


		(e)	he/she/it
                                         has never been the subject of any order, judgment or decree, not subsequently reversed,
                                         suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
                                         enjoining or otherwise limiting him/her/it from (i) acting as a futures commission merchant,
                                         introducing broker, commodity trading advisor, commodity pool operator, floor broker,
                                         leverage transaction merchant, any other person regulated by the Commodity Futures Trading
                                         Commission (“CFTC”) or an associated person of any of the foregoing,
                                         or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated
                                         person, director or employee of any investment company, bank, savings and loan association
                                         or insurance company, or from engaging in or continuing any conduct or practice in connection
                                         with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging
                                         in any activity in connection with the purchase or sale of any security or commodity
                                         or in connection with any violation of federal or state securities or federal commodities
                                         laws;



 


		(f)	he/she/it
                                         has never been the subject of any order, judgment or decree, not subsequently reversed,
                                         suspended or vacated, of any federal or state authority barring, suspending or otherwise
                                         limiting for more than 60 days his/her/its right to engage in any activity described
                                         in 9(e)(i) above, or to be associated with persons engaged in any such activity;



 


		(g)	he/she/it
                                         has never been found by a court of competent jurisdiction in a civil action or by the
                                         SEC to have violated any federal or state securities law, where the judgment in such
                                         civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;



 


		(h)	he/she/it
                                         has never been found by a court of competent jurisdiction in a civil action or by the
                                         CFTC to have violated any federal commodities law, where the judgment in such civil action
                                         or finding by the CFTC has not been subsequently reversed, suspended or vacated;



 



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		(i)	he/she/it
                                         has never been the subject of, or a party to, any Federal or State judicial or administrative
                                         order, judgment, decree or finding, not subsequently reversed, suspended or vacated,
                                         relating to an alleged violation of (i) any Federal or State securities or commodities
                                         law or regulation, (ii) any law or regulation respecting financial institutions or insurance
                                         companies including, but not limited to, a temporary or permanent injunction, order of
                                         disgorgement or restitution, civil money penalty or temporary or permanent cease-and
                                         desist order, or removal or prohibition order or (iii) any law or regulation prohibiting
                                         mail or wire fraud or fraud in connection with any business entity;



 


		(j)	he/she/it
                                         has never been the subject of, or party to, any sanction or order, not subsequently reversed,
                                         suspended or vacated, or any self-regulatory organization, any registered entity, or
                                         any equivalent exchange, association, entity or organization that has disciplinary authority
                                         over its members or persons associated with a member;



 


		(k)	he/she/it
                                         has never been convicted of any felony or misdemeanor: (i) in connection with the purchase
                                         or sale of any security; (ii) involving the making of any false filing with the SEC;
                                         or (iii) arising out of the conduct of the business of an underwriter, broker, dealer,
                                         municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;






 


		(l)	he/she/it
                                         was never subject to a final order of a state securities commission (or an agency of
                                         officer of a state performing like functions); a state authority that supervises or examines
                                         banks, savings associations, or credit unions; a state insurance commission (or an agency
                                         or officer of a state performing like functions); an appropriate federal banking agency;
                                         the Commodity Futures Trading Commission; or the National Credit Union Administration
                                         that is based on a violation of any law or regulation that prohibits fraudulent, manipulative,
                                         or deceptive conduct;



 


		(m)	he/she/it
                                         has never been subject to any order, judgment or decree of any court of competent jurisdiction,
                                         that, at the time of such sale, restrained or enjoined him/her/it from engaging or continuing
                                         to engage in any conduct or practice: (i) in connection with the purchase or sale of
                                         any security; (ii) involving the making of any false filing with the SEC; or (iii) arising
                                         out of the conduct of the business of an underwriter, broker, dealer, municipal securities
                                         dealer, investment adviser or paid solicitor of purchasers of securities;



 


		(n)	he/she/it
                                         has never been subject to any order of the SEC that orders him/her/it to cease and desist
                                         from committing or causing a future violation of: (i) any scienter-based anti-fraud provision
                                         of the federal securities laws, including, but not limited to, Section 17(a)(1) of the
                                         Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section
                                         206(1) of the Advisers Act or any other rule or regulation thereunder; or (ii) Section
                                         5 of the Securities Act;



 



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		(o)	he/she/it
                                         has never been named as an underwriter in any registration statement or Regulation A
                                         offering statement filed with the SEC that was the subject of a refusal order, stop order,
                                         or order suspending the Regulation A exemption, or is, currently, the subject of an investigation
                                         or proceeding to determine whether a stop order or suspension order should be issued;



 


		(p)	he/she/it
                                         has never been subject to a United States Postal Service false representation order,
                                         or is currently subject to a temporary restraining order or preliminary injunction with
                                         respect to conduct alleged by the United States Postal Service to constitute a scheme
                                         or device for obtaining money or property through the mail by means of false representations;



 


		(q)	he/she/it
                                         is not subject to a final order of a state securities commission (or an agency of officer
                                         of a state performing like functions); a state authority that supervises or examines
                                         banks, savings associations, or credit unions; a state insurance commission (or an agency
                                         or officer of a state performing like functions); an appropriate federal banking agency;
                                         the Commodity Futures Trading Commission; or the National Credit Union Administration
                                         that bars the undersigned from: (i) association with an entity regulated by such commission,
                                         authority, agency or officer; (ii) engaging in the business of securities, insurance
                                         or banking; or (iii) engaging in savings association or credit union activities;



 


		(r)	he/she/it
                                         is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of
                                         the Securities Exchange Act of 1934 (the “Exchange Act”) or
                                         section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers
                                         Act”) that: (i) suspends or revokes the undersigned’s registration
                                         as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations
                                         on the activities, functions or operations of, or imposes civil money penalties on, such
                                         person; or (iii) bars the undersigned from being associated with any entity or from participating
                                         in the offering of any penny stock; and



 


		(s)	he/she/it
                                         has never been suspended or expelled from membership in, or suspended or barred from
                                         association with a member of, a securities self-regulatory organization (e.g., a registered
                                         national securities exchange or a registered national or affiliated securities association)
                                         for any act or omission to act constituting conduct inconsistent with just and equitable
                                         principles of trade.



 


9. The
undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter
agreement [and to serve as an officer of the Company].


 



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10. The
undersigned hereby waives any right to exercise conversion rights with respect to any shares of the Company’s common stock
owned or to be owned by the undersigned, directly or indirectly (or to sell such shares to the Company in a tender offer), whether
such shares be part of the Founders’ Common Stock or shares purchased by the undersigned in the IPO or in the aftermarket,
and each agrees not to seek conversion with respect to such shares in connection with any vote to approve a Business Combination
(or sell such shares to the Company in a tender offer in connection with such a Business Combination).


 


11. The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to Article Sixth of the Company’s Certificate
of Incorporation prior to the consummation of a Business Combination unless the Company provides public stockholders with the
opportunity to convert their shares of Common Stock upon such approval in accordance with such Article Sixth thereof.


 


12. In
the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient
to complete such liquidation, the undersigned agrees to advance such funds necessary to complete such liquidation and agrees not
to seek repayment for such expenses.


 


13. 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.
Each of the Company and the undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating
in any way to this letter agreement (a “Proceeding”) shall be brought and enforced in the courts of
the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive and (ii) waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum. The undersigned irrevocably agrees to appoint Graubard Miller as agent for the service of process in the
State of New York to receive, for the undersigned and on his behalf, service of process in any Proceeding. If for any reason such
agent is unable to act as such, the undersigned will promptly notify the Company and the Representative and appoint a substitute
agent acceptable to each of the Company and the Representative within 30 days and nothing in this letter will affect the right
of either party to serve process in any other manner permitted by law.


 


14. As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii) “Insiders”
shall mean all officers, directors and sponsor of the Company immediately prior to the IPO; (iii) “Founders’ Common
Stock” shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO; (iv) “IPO
Shares” shall mean the shares of Common Stock issued in the Company’s IPO; (v) “Founders’ Warrants”
shall mean the warrants that are being sold privately by the Company simultaneously with the consummation of the IPO; (vi) “Trust
Agreement” shall mean the Investment Management Trust Agreement between the Company and Continental Stock Transfer &
Trust Company being entered into in connection with the IPO and governing the use of funds held in the Trust Account; (vii) “Trust
Account” shall mean the trust account into which a portion of the net proceeds of the IPO will be deposited; and (viii)
“Registration Statement” means the Company’s registration statement on Form S-1 (SEC File No. 333-229657) filed
with the Securities and Exchange Commission.


 


15. 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.


 


16. Each
of the undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters
a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with
respect to the subject matter hereof.


  


[Signature
Page Follows]






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	 	[_____]
	 	Print Name of Insider
	 	 
	 	 
	 	Signature
	 	 
	 	Acknowledged and Agreed:
	 	 
	 	TUSCAN HOLDINGS CORP.
	 	 
	 	 
	 	By:	 
	 	 	Name: Stephen A. Vogel
	 	 	Title: Chief Executive Officer




  



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