Exhibit 10.1(a)


 


July 27, 2017


 


Pensare Acquisition Corp.





1720 Peachtree Street


Suite 629


Atlanta, GA 30309


 


EarlyBirdCapital, Inc.


366 Madison Avenue


New York, New York 10017


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) entered into by and between Pensare Acquisition Corp., a Delaware corporation (the “Company”),
and EarlyBirdCapital, Inc., as representative of the several underwriters (the “Underwriters”), relating
to an underwritten initial public offering (the “Public Offering”), of 27,000,000
of the Company’s units (the “Units”), each comprised of one share of the Company’s common
stock, par value $0.001 per share (the “Common Stock”), one right to receive one-tenth of one share of
Common Stock (each, a “Right”) and one-half of one warrant (each, a “Warrant”).
Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject
to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statements on Form S-1, Nos. 333-219162
and 333-219518 and the prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange
Commission (the “Commission”) and the Company has applied to have the Units listed on the NASDAQ
Capital Market. Certain capitalized terms used herein are defined in paragraph ten hereof.


 


In order to induce
the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pensare Sponsor Group, LLC (the
“Sponsor”) hereby agrees with the Company as follows:


 


1.            The Sponsor agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it shall vote all Founder Shares and any shares acquired by it in the Public Offering
or the secondary public market in favor of such proposed Business Combination.


 


2.            The Sponsor hereby agrees that 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 Sponsor shall take all reasonable steps to 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 ten business days thereafter, redeem 100% of the Common
Stock sold as part of the Units in the Public Offering (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 not previously
released to the Company to pay its franchise and income taxes, divided by the number of then outstanding Offering Shares, which
redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further
liquidation distributions, if any), subject to applicable law, 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 each case to the Company’s obligations under Delaware law to provide for claims of creditors and other
requirements of applicable law. The Sponsor agrees to not propose any amendment to the Company’s amended and restated certificate
of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares
if the Company does not complete 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, unless the Company provides its Public Stockholders
with the opportunity to redeem their shares of Common Stock upon approval of any such amendment 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 funds held in the
Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then
outstanding Offering Shares.


 






     


     

    







 


The Sponsor acknowledges
that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of
the Company as a result of any liquidation of the Company with respect to the Founder Shares. The Sponsor hereby further waives,
with respect to any shares of the Common Stock held by it, him or her, any redemption rights it, he or she may have in connection
with the consummation of a Business Combination, including, without limitation, any such rights available in the context of a stockholder
vote to approve such Business Combination or in the context of a tender offer made by the Company to purchase shares of the Common
Stock, although the Sponsor shall be entitled to redemption and liquidation rights with respect to any shares of the Common Stock
(other than the Founder Shares) it or they hold if the Company fails to consummate a Business Combination within 24 months from
the date of the closing of the Public Offering.


 


3.            During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the
undersigned shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or
otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission promulgated thereunder, with respect to any Units, shares of Common Stock, Rights,
Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by him, her or it,
(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any Units, shares of Common Stock, Rights, Warrants or any securities convertible into, or exercisable, or exchangeable
for, shares of Common Stock owned by him, her or it, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii).


 


4.            In the event of the liquidation of the Trust Account, the Sponsor agrees to indemnify and hold harmless the Company against
any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim
whatsoever) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products
sold to the Company or (ii) a prospective target business with which the Company has negotiated with for a proposed Business Combination
(a “Target”); provided, however, that such indemnification of the Company by the Sponsor
shall apply only to the extent necessary to ensure that such claims by a third party for services rendered or products sold to
the Company or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per share of the
Offering Shares and (ii) the actual amount per share of the Offering Shares held in the Trust Account due to reductions in the
value of the trust assets as of the date of the liquidation of the Trust Account, in each case including interest earned on the
funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, less franchise
and income taxes payable, and, provided, further, that only if such third party or Target has not executed an
agreement waiving claims against and all rights to seek access to the Trust Account whether or not such agreement is enforceable.
In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible
for any liability as a result of any such third party claims. Notwithstanding any of the foregoing, such indemnification of the
Company by the Sponsor shall not apply 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 Sponsor shall have the right to defend
against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt
of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.


 


5.            (a) In order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, the Sponsor
hereby agrees that until the earliest of the Company’s initial Business Combination or liquidation, the Sponsor shall present
to the Company for its consideration, prior to presentation to any other entity, any target business that has a fair market value
of at least 80% of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the income
accrued on the Trust Account), subject to any pre-existing fiduciary or contractual obligations the Sponsor might have.


 






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(b)          The Sponsor hereby agrees not to participate in the formation of, or become an officer or director of, any other blank check
company until the Company has entered into a definitive agreement with respect to a Business Combination or the Company has failed
to complete a Business Combination within the required time period set forth in the Company’s amended and restated certificate
of incorporation, as the same may be amended from time to time.


 


(c)          The Sponsor hereby agrees and acknowledges that: (i) each of the Underwriters and the Company would be irreparably injured
in the event of a breach by the Sponsor of its obligations in this Letter Agreement, (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.


 


6.            (a) On the date of the Prospectus, the Founder Shares, a portion of which will be subject to forfeiture in the event the
Underwriters do not exercise their over-allotment option in full, will be placed into an escrow account maintained in New York,
New York by Continental Stock Transfer & Trust Company, acting as escrow agent.


 


(b)          The Sponsor agrees that it shall not effectuate any Transfer of Private Placement Warrants or Common Stock underlying such
warrants, until after the completion of a Business Combination.


 


(c)          Notwithstanding the provisions of paragraph 6(b), Transfers of the Private Placement Warrants and shares of Common Stock
underlying the Private Placement Warrants are permitted (a)  to the Company’s officers, directors, consultants or their
affiliates; (b)  to an entity’s members; (c)  to relatives and trusts for estate planning purposes; (d)  pursuant
to a qualified domestic relations order; (e) by private sales made at or after the consummation of a Business Combination at prices
no greater than the price at which the shares were originally purchased; or (f) to the Company for no value for cancellation
in connection with the consummation of a Business Combination; provided, however, that in the case of clauses
(a) through (e) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer
restrictions.


 


7.            Except as disclosed in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor, nor any director or officer
of the Company, shall receive any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan
or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Company’s
initial Business Combination (regardless of the type of transaction that it is), other than the following: repayment of an advance
of up to $400,000 made to the Company by the Sponsor, pursuant to a promissory note dated May 2, 2017; payment of an aggregate
of $20,000 per month to an affiliate of the Sponsor for office space, utilities, secretarial support and administrative services,
pursuant to an Administrative Services Agreement, dated July 26, 2017; reimbursement for any reasonable out-of-pocket expenses
related to identifying, investigating and consummating an initial Business Combination, so long as no proceeds of the Public Offering
held in the Trust Account may be applied to the payment of such expenses prior to the consummation of a Business Combination; and
repayment of non-interest bearing loans, if any, made by the Sponsor or an affiliate of the Sponsor or any of the Company’s
officers and directors to finance transaction costs in connection with an intended initial Business Combination, provided, that,
if the Company does not consummate an initial Business Combination, a portion of the working capital held outside the Trust Account
may be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment.


 


8.            The Sponsor has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement.


 


9.            The Sponsor hereby agrees to not propose, or vote in favor of, an amendment to the Company’s amended and restated
certificate of incorporation prior to the consummation of a Business Combination unless the Company provides holders of Offering
Shares with the opportunity to have their shares redeemed upon such approval in accordance with the certificate of incorporation.


 






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10.          As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses or
entities; (ii) “Founder Shares” shall mean the shares of Common Stock of the Company held by the initial
stockholders of the Company prior to the consummation of the Public Offering; (iii) “Private Placement Warrants ”
shall mean the Warrants to purchase 6,150,000 shares of Common Stock (or up to 7,017,290 shares of Common Stock if the Underwriters’
over-allotment option is exercised in full) that are acquired by the Sponsor for an aggregate purchase price of $6,150,000 (or
$7,017,290 million if the Underwriters’ over-allotment option is exercised in full), or $1.00 per Warrant, in a private placement
that shall occur simultaneously with the consummation of the Public Offering; (iv) “Public Stockholders”
shall mean the holders of securities issued in the Public Offering; (v) “Trust Account” shall mean the
trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (vi) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security,
(b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 


11.          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.


 


12.          No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without
the prior written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual
and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding
on the Sponsor and its successors and assigns.


 


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.
The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this
Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submits
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waives any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.


 


14.          Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter 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 facsimile transmission.


 


15.          The Sponsor acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the Public Offering. 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.


 


16.          This
Letter Agreement shall terminate on the earlier of (i) the consummation of the Business Combination or (ii) the liquidation of
the Company; provided, however, that such termination shall not relieve the undersigned from liability
for any breach of this agreement prior to its termination.


 


[Signature page follows]


 






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	 	Sincerely,
	 	 
	 	PENSARE SPONSOR GROUP, LLC
	 	 	 
	 	By:	/s/ Darrell J. Mays
	 	 	Name: Darrell J. Mays
	 	 	Title: Managing Member


 





	Acknowledged and Agreed:	 
	 	 
	PENSARE ACQUISITION CORP.	 
	 	 	 
	By:	/s/ Darrell J. Mays	 
	 	Name: Darrell J. Mays	 
	 	Title: Chief Executive Officer	 








	 	 
	EARLYBIRDCAPITAL, INC.	 
	 	 	 
	By:	/s/ Steven Levine	 
	 	Name: Steven Levine	 
	 	Title: Chief Executive Officer	 


 





[Signature Page to Letter Agreement]