Exhibit 10.1


 





AMENDMENT NO. 2


TO THE


AMENDED AND RESTATED TRUST AGREEMENT


 


This Amendment No. 2 (this “Amendment”),
dated as of December 14, 2017, to the Trust Agreement (as defined below) is made by and among Easterly Acquisition Corp., a Delaware
corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”).
All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.


 


WHEREAS, the Company and the Trustee entered
into an Amended and Restated Investment Management Trust Agreement dated as of October 13, 2015 (the “Trust Agreement”);


 


WHEREAS, the Company and the Trustee entered
into Amendment No. 1 to Trust Agreement dated as of August 1, 2017 (“Amendment No. 1”);


 


WHEREAS, Section 1(i) of the Trust Agreement
as amended by Amendment No. 1 sets forth the terms that govern the liquidation of the Trust Account under the circumstances described
therein;


 


WHEREAS, at a special meeting of stockholders
of the Company held on December 14, 2017, the Company stockholders approved (i) a proposal to amend (the “Charter Amendment”)
the Company’s amended and restated certificate of incorporation to provide that the date by which the Company shall be required
to effect a Business Combination shall be on or before March 31, 2018 (the “Extended Date”) and (ii)
a proposal to extend the date on which to commence liquidating the Trust Account in the event the Company has not consummated a
business combination by the Extended Date; and


 


WHEREAS, on the date hereof, the Company
is filing the Charter Amendment with the Secretary of State of the State of Delaware.


 


NOW THEREFORE, IT IS AGREED:


 


1.        Section
1(i) of the Trust Agreement is hereby amended and restated to read in full as follows:


 


(i) Commence liquidation of the Trust
Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination
Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf
of the Company by its Chief Executive Officer, Chief Financial Officer or Chairman of the board of directors (the “Board”)
or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the
Trust Account, including interest (which interest shall be net of any taxes payable and less up to $100,000 of interest that may
be released to the Company to pay dissolution expenses, it being understood that the Trustee has no obligation to monitor or question
the Company’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and
the other documents referred to therein, or (y) March 31, 2018, if a Termination Letter has not been received by the Trustee prior
to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B and the Property in the Trust Account, including interest (which interest shall be net of any taxes
payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), shall be distributed
to the Public Shareholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter
in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received
no such Termination Letter by March 31, 2018, the Trustee shall keep the Trust Account open until twelve (12) months following
the date the Property has been distributed to the Public Shareholders;


 


2.       All
other provisions of the Trust Agreement shall remain unaffected by the terms hereof.


 






     


     


    

 


3.       This
Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be
one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile
signature shall be deemed to be an original signature for purposes of this Amendment.


 


4.       This
Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section
6(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement
is hereby ratified, intentionally waived and relinquished by all parties hereto.


 


5.       This
Amendment 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.


 


[Signature Page Follows]


  




     


     


    

 


IN WITNESS WHEREOF, the parties have
duly executed this Amendment No. 2 to the Investment Management Trust Agreement as of the date first written above.


 


 


	 	Continental Stock Transfer & Trust Company, as Trustee 
	 	 
	 	 
	 	By:	/s/
Francis E. Wolf, Jr	 
	 	 	Name: Francis E. Wolf, Jr	 
	 	 	Title: Vice President	 


 


 


	 	Easterly Acquisition Corp.
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Avshalom Kalichstein	 
	 	 	Name: Avshalom Kalichstein	 
	 	 	Title: Chief Executive Officer	 


 







 


 





[Signature
Page to Amendment No. 2 to the Investment Management Trust Agreement]