Exhibit 10.2


 


[_______], 2017


 


I-AM Capital Acquisition Company 


1345 Avenue of the Americas, 2nd Floor


New York, NY 10105


 


		Re:	Initial Public Offering



 


Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
proposed to be entered into by and between I-AM Capital Acquisition Company, a Delaware corporation (the “Company”),
and Maxim Group LLC, as representative of the several underwriters named therein (the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of up to 5,750,000 of the
Company’s units (the “Units”), each Unit comprised of one share of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”), one warrant (each, a “Warrant”)
and one right to receive one-tenth (1/10) of one share of Common Stock (the “Rights”). Each 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 a registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Company
shall apply to have the Units listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph
11 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, I-AM Capital Partners LLC (the “Sponsor”)
and the undersigned individuals, each of whom is a director, or officer of the Company (each, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 





1. The Sponsor and each Insider agrees
that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business
Combination, it, he or she shall (i) vote any shares of Common Stock owned by it, him or her in favor of such proposed Business
Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval.
The Sponsor and each Insider agrees not to (i) tender any Shares of Common Stock in connection with a tender offer conducted in
conjunction with a Business Combination and (ii) request that more than $600,000 of interest be withdrawn from the Trust Account
for working capital purposes.


 


2. The Sponsor and each Insider agrees
that in the event that the Company fails to consummate a Business Combination (as defined in the Underwriting Agreement) within
12 months from the date of the closing of the Public Offering (or up to 21 months from the closing of the Public Offering if the
Company extends the period of time to consummate a Business Combination in accordance with the Company’s amended and restated
certificate of incorporation (the “Charter”)), or such later period approved by the Company’s stockholders
in accordance with the Charter, the Sponsor and Insiders 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 10 business
days thereafter, subject to lawfully available funds therefor, 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 (which interest shall be net of taxes payable and up to a maximum
of $600,000 of working capital released to the Company, including repayment from interest of loans made to the Company by the Sponsor
or application of withdrawn or accrued interest to the Sponsor’s obligation to loan the Company money in connection with
an extension as described in the Charter, and less up to $50,000 of interest to pay liquidation expenses), 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), 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 and each Insider agrees not to propose
any amendment to the Charter 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 12 months from the closing of the Public Offering
(or up to 21 months from the closing of the Public Offering if the Company extends the period of time to consummate a Business
Combination in accordance with the Charter), 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 (which interest shall be net of taxes payable and up to a maximum
of $600,000 of working capital released to the Company), divided by the number of then outstanding Offering Shares.




 




     


     


    

 


The Sponsor and each Insider acknowledges that
it, he or she 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 held by it. The Sponsor and each
Insider further waives, with respect to any shares of the Common Stock held by it, him or her, if any, 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 and Insiders shall be entitled to redemption and liquidation
rights with respect to any shares of the Common Stock (other than the Founder Shares) they hold if the Company fails to consummate
a Business Combination within 12 months from the date of the closing of the Public Offering (or up to 21 months from the closing
of the Public Offering if the Company extends the period of time to consummate a Business Combination in accordance with the Charter)).


 


3. Subject to the provisions set forth in paragraphs 7(a) and (b) below, during the period commencing
on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider 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, file (or participate in the filing of) a registration statement with the Commission
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, Warrants, Rights or any securities convertible into, or exercisable, or exchangeable
for, shares of Common Stock owned by it, if any, (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, Warrants, Rights or any
securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, if any, 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). The foregoing sentence shall not apply to the registration of the
offer and sale of Units contemplated by the Underwriting Agreement and the sale of the Units to the Underwriters. The Sponsor and
each Insider acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth
in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a
major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted
shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will
not apply if (i) the release or waiver is effected solely to permit a transfer of securities that is not for consideration
and (ii) the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent
and for the duration that such terms remain in effect at the time of the transfer.


 


4. In the event of the liquidation of the Trust Account, the Sponsor (the “Indemnitor”)
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 entered into an acquisition agreement (a “Target”); provided, however,
that such indemnification of the Company by the Indemnitor 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 (i) $10.15 per Offering Share (or up to $10.3285 per Offering Share if the Company extends the period of
time to consummate a Business Combination in accordance with the Charter) or (ii) such lesser 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, net of the amount of interest earned on the property in the Trust Account which may be withdrawn to pay
taxes and up to a maximum of $600,000 for working capital purposes, except as to any claims by a third party who executed a waiver
of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the
Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event that
any such executed waiver is deemed to be unenforceable against such third party, the Indemnitor shall not be responsible to the
extent of any liability for such third party claim. The Indemnitor 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
Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.


 




     


     


    

 


5. To the extent that the Underwriters do not
exercise their over-allotment option to purchase an additional 750,000 Units within 45 days from the date of the Prospectus (and
as further described in the Prospectus), the Sponsor and Insiders agree that they shall forfeit, at no cost, a number of Founder
Shares in the aggregate equal to 187,500 multiplied by a fraction, (i) the numerator of which is 750,000 minus the number
of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which
is 750,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters
so that the stockholders prior to the Public Offering will own an aggregate of 20% of the Company’s issued and outstanding
shares of Common Stock after the Public Offering (not including the private placement shares and the shares issued to the Underwriters).
The Sponsor and Insiders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company
will purchase or sell shares of Common Stock or effect a stock dividend or share contribution back to capital, as applicable, immediately
prior to the consummation of the Public Offering in such amount as to maintain the ownership of the stockholders prior to the Public
Offering at 20% of its issued and outstanding shares of Common Stock upon the consummation of the Public Offering (not including
the private placement shares and the shares issued to the Underwriters). In connection with such increase or decrease in the size
of the Public Offering, then (A) the references to 750,000 in the numerator and denominator of the formula in the first sentence
of this paragraph shall be changed to a number equal to 15% of the number of shares included in the Units issued in the Public
Offering and (B) the reference to 187,500 in the formula set forth in the first sentence of this paragraph shall be adjusted
to such number of shares of the Common Stock that the Sponsor and Insiders would have to return to the Company in order to hold
an aggregate of 20% of the Company’s issued and outstanding shares after the Public Offering (not including the private placement
shares and the shares issued to the Underwriters).


 


6. (a) The Sponsor and each Insider 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 12 months after the closing of the Public Offering (or up to 21 months from the closing of the Public Offering if the Company
extends the period of time to consummate a Business Combination in accordance with the Charter).


 


(b) The Sponsor and each Insider 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 or
Insider of his, her or its obligations (as applicable) under paragraphs 1, 2, 3, 4, 5, 6(a), 7(a), 7(b), and 9 of 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.


 


7. (a) The Sponsor and each Insider agrees
that it, he or she shall not Transfer (as defined below) any Founder Shares until the earlier of (i) one year after the completion
of a Business Combination or earlier if, subsequent to a Business Combination, (x) the last sale price of the Common Stock equals
or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for
any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination or (y) the
date following the completion of a Business Combination on which the Company completes a liquidation, merger, stock exchange or
other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of
Common Stock for cash, securities or other property (the “Founder Shares Lock-up Period”).


 


(b) The Sponsor and each Insider agrees that
it, he or she shall not effectuate any Transfer of Private Placement Units and the securities contained therein, until the completion
of a Business Combination (the “Private Placement Units Lock-up Period”, together with the Founder Shares
Lock-up Period, the “Lock-up Periods”).


 




     


     


    

 


(c) Notwithstanding the provisions set forth
in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Units and securities contained therein are permitted
to (a)  the Company’s officers or directors, any affiliates or family members of any of the Company’s officers
or directors, any members of the Sponsor or any affiliates of the Sponsor or any of its members; (b) in the case of an individual,
by a gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which
is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in
the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of
an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with
the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased;
or (f) in the event of the Company’s liquidation prior to the completion 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 and the other terms described in this Letter Agreement to the extent and for the duration
that such terms remain in effect at the time of the transfer.


 


8. The Sponsor and each Insider represents
and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange
or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical
information furnished to the Company is true and accurate in all respects and does not omit any material information with respect
to the undersigned’s background. Each Insider’s questionnaire furnished to the Company and the information about the
Insider in the Prospectus is true and accurate in all respects. Each Insider represents and warrants that: the undersigned is not
subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or
refrain from any act or practice relating to the offering of securities in any jurisdiction; the undersigned has never been convicted
of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds
of another person, or (iii) pertaining to any dealings in any securities and the undersigned is not currently a defendant
in any such criminal proceeding.


 


9. Except as disclosed in the Prospectus, neither
the Sponsor or any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the Company, shall receive
from the Company 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 a Business Combination (regardless
of the type of transaction that it is), other than the following, none of which will be made from the proceeds of the Public Offering
held in the Trust Account prior to the completion of a Business Combination: (a) repayment of loans of up to an aggregate of $300,000
made to the Company by the Sponsors; (b) payment to the Sponsor for office space, utilities and secretarial support for a total
of $10,000 per month; (c) reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating
a Business Combination, and (d) repayment of loans, if any, and on such terms as to be determined by the Company from time to time,
made by the Sponsor or certain of the Company’s officers and directors to finance transaction costs in connection with an
intended Business Combination, provided, that, if the Company does not consummate a 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 other proceeds from
the Trust Account are used for such repayment. In the event that the Company does not consummate a Business Combination, the Sponsor
of the Company hereby waives its right to be repaid for any loan the Sponsor has made to the Company, including loans to extend
the period of time during which the Company must consummate a Business Combination (other than from funds available to the Company
not held in the Trust Account, including interest permitted to be withdrawn). Up to $1,500,000 of such loans (including any loans
made in connection with the extension of the time available for the Company to consummate a Business Combination) may be convertible
into units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. Such units would
be identical to the Private Placement Units.


 


10. The Sponsor and each Insider 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 and, as applicable, to serve as a director
on the board of directors of the Company and hereby consents to being named in the prospectus as a director or director nominee
of the Company.


 




     


     


    

 


11. As used herein, (i) “Business
Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
initial business combination, involving the Company and one or more businesses; (ii) “Founder Shares”
shall mean the 1,437,500 shares of the Common Stock of the Company initially acquired by the Sponsor for an aggregate purchase
price of $25,000, or approximately $0.0001 per share, prior to the consummation of the Public Offering; (iii) “Private
Placement Units” shall mean up to 254,500 units (or 280,750 units if the underwriters’ over-allotment option
is exercised in full) of the Company that are to be acquired by the Sponsor for an aggregate purchase price of $2,545,000 in the
aggregate (or $2,807,500 in the aggregate if the underwriters’ over-allotment option is exercised in full), or $10.00 per
Unit, 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).


 


12. 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.


 


13. 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 Sponsors and Insiders and their
respective successors and permitted assigns. Any transfer made in contravention of this Letter Agreement shall be null and void.


 


14. 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.


 


15. 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.


 


16. This Letter Agreement shall terminate on
the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however,
that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by December
31, 2017, provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature page follows]


 




     


     


    

 


Sincerely,


 


I-AM CAPITAL PARTNERS LLC


 


	By:	 	 
	 	
        Name:

        Title:   
	 
	 	 	 
	By:	 	 
	 	F. Jacob Cherian	 
	 	 	 
	By:	 	 
	 	Suhel Kanuga	 
	 	 	 
	By:	 	 
	 	Donald Caldwell	 
	 	 	 
	By:	 	 
	 	Roman Franklin	 
	 	 	 
	By:	 	 
	 	Max Hooper	 
	 	 	 
	By:	 	 
	 	Frank Leavy	 
	 	 	 
	Acknowledged and Agreed:	 


 


	I-AM CAPITAL ACQUISITION COMPANY  	 
	 	 	 
	By:	 	 
	 	Name:    	 
	 	Title: