Exhibit 10.1


 


[______], 2018


 


New Frontier Corporation


23rd Floor, 299 QRC


287-299 Queen’s Road Central


Hong Kong


 


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”) to be entered into by and among New Frontier Corporation, a Cayman Islands exempted company (the “Company”),
and Credit Suisse Securities (USA) LLC and UBS Securities LLC as representatives (the “Representatives”)
of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering
(the “Public Offering”) of 23,000,000 of the Company’s units (including up to 3,000,000 units
that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the
Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half
of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof
to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will 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 U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have
the Units listed on the New York Stock Exchange. Certain capitalized terms used herein are defined in paragraph 12 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, New Frontier Public Holding Ltd., a
Cayman Islands exempted company (the “Sponsor”), and each of the undersigned individuals, each of whom
is a member of the Company’s board of directors and/or member of the Company’s management team (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 shareholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote any Ordinary Shares owned by it, him or her in favor of
any proposed Business Combination and (ii) not redeem any Ordinary Shares owned by it, him or her in connection with such shareholder
approval.


 




     


     


    

 


2.          The
Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 24
months from the closing of the Public Offering, or such later period approved by the Company’s shareholders in accordance
with the Company’s amended and restated memorandum and articles of association (the “Charter”),
the Sponsor and each Insider 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 Ordinary Shares 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 (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number
of then outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’ rights as shareholders
(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 shareholders and the Company’s
board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to
provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees to not propose any
amendment to the Charter to modify 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 24 months from the closing of the Public Offering unless the Company
provides its Public Shareholders with the opportunity to redeem their Offering Shares 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 (net
of taxes payable), 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,
him or her. The Sponsor and each Insider hereby further waives, with respect to any Founder Shares and any Offering Shares 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 shareholder vote to approve such Business Combination
or a shareholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s obligation
to redeem 100% of the Offering Shares if the Company has not consummated a Business Combination within the time period set forth
in the Charter or in the context of a tender offer made by the Company to purchase Ordinary Shares (although the Sponsor, the
Insiders and their respective affiliates shall be entitled to redemption and liquidation rights with respect to any Offering 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.         Notwithstanding
the provisions set forth in paragraphs 7(a), (b) and (c) 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, without the prior written consent of the
Representatives, (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 (the “Exchange
Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to any Units, Ordinary
Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or
her (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, Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for,
Ordinary Shares owned by it, him or her, 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, including the filing of (or participation in
the filing of) a registration statement, specified in clause (i) or (ii). Each of the Insiders and the Sponsor 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.


 




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4.          In
the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination
within the time period set forth in the Charter, the Sponsor (which for purposes of clarification shall not extend to any other
shareholders, members or managers of 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) any prospective target business with which the Company has entered into a written letter of intent, confidentiality
or similar agreement or Business Combination agreement (a “Target”); provided, however,
that such indemnification of the Company by the Sponsor shall (x) apply only to the extent necessary to ensure that such claims
by a third party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Offering
Share or (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account,
if less than $10.00 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets, in
each case less taxes payable, (y) shall not apply to any claims by a third party or a Target which executed a waiver of any and
all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any
claims under the Company’s indemnity of 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. For the avoidance of doubt, none of the Company’s officers
or directors will indemnify the Company for claims by third parties, including, without limitation, claims by vendors and prospective
target businesses.


 




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5.          To
the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,000,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees that it shall forfeit,
at no cost, a number of Founder Shares in the aggregate equal to 750,000 multiplied by a fraction, (i) the numerator of which
is 3,000,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii)
the denominator of which is 3,000,000. All references in this Letter Agreement to Shares of the Company being forfeited shall
take effect as surrenders for no consideration of such Shares as a matter of Cayman Islands law. The forfeiture will be adjusted
to the extent that the over-allotment option is not exercised in full by the Underwriters so that, on an as-converted basis, the
Sponsor and the Anchor Investors will own an aggregate of 20.0% of  (i) the total number of Offering Shares (including
any Offering Shares issued in connection with the underwriters’ exercise of the over-allotment option), (ii) the number
of Founder Shares held by our sponsor and Anchor Investors following such forfeiture and (iii) the number of Forward Purchase
Shares required to be purchased by the Anchor Investors pursuant to the Forward Purchase Agreements. The Sponsor and each Insider
further agrees that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a capitalization
or share surrender or redemption or other appropriate mechanism, as applicable, immediately prior to the consummation of the Public
Offering in such amount as to maintain the ownership, on an as-converted basis, of the Sponsor and the Anchor Investors at 20.0%
of  (i) the total number of Offering Shares (including any Offering Shares issued in connection with the underwriters’
exercise of the over-allotment option), (ii) the number of Founder Shares held by our Sponsor and Anchor Investors following such
capitalization and (iii) the number of Forward Purchase Shares required to be purchased by the Anchor Investors pursuant to the
Forward Purchase Agreements. In connection with such increase or decrease in the size of the Public Offering, then (i) the references
to 3,000,000 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 (ii) the reference to 750,000 in
the formula set forth in the immediately preceding sentence shall be adjusted to such number of Founder Shares that the Sponsor
would have to return to the Company in order to hold (with all of the Anchor Investors) an aggregate of 20.0% of (A) the
total number of Offering Shares (including any Offering Shares issued in connection with the Underwriters’ exercise of the
over-allotment option), (B) the number of Founder Shares held by the Sponsor and Anchor Investors following such capitalization
and (C) the number of Forward Purchase Shares required to be purchased by the Anchor Investors pursuant to the Forward Purchase
Agreements.


 


6.           The
Sponsor and each Insider 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 regarding an initial Business Combination or the
Company has failed to complete an initial Business Combination within the time period set forth in the Charter.


 


7.           (a)       The
Sponsor and each Insider who is an officer of the Company agrees that it, he or she shall not Transfer (as defined below) any
Founder Shares (or Ordinary Shares issuable upon conversion thereof) until the earlier of (i) one year after the completion of
the Company’s initial Business Combination with respect to 50% of its Founder Shares, (ii) two years after the completion
of the Company’s initial Business Combination with respect to the remaining 50% of its Founder Shares and (iii) the date
following the completion of the Company’s initial Business Combination on which the Company completes a liquidation, merger,
share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the
right to exchange their Ordinary Shares 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 Transfer any Private Placement Warrants (or Shares issued or issuable
upon the exercise of the Private Placement Warrants), until 30 days after the completion of a Business Combination (the “Private
Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 




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(c)       Notwithstanding
the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and Ordinary
Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares and that are
held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted
(i) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or
directors, any affiliate of the Sponsor or to any member of the Sponsor or any of their affiliates or shareholders, (ii) in
the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member
of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of
an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual,
pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any Forward Purchase
Agreement or similar arrangement or in connection with the consummation of a Business Combination at prices no greater than the
price at which the shares or warrants were originally purchased; (vi) by virtue of the laws of the Cayman Islands upon dissolution
of the Sponsor, (vii) in the event of the Company’s liquidation prior to its consummation of its initial Business Combination;
or (viii) in the event that, subsequent to its consummation of an initial Business Combination, the Company completes a liquidation,
merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their
Ordinary Shares for cash, securities or other property; provided, however, that in the case of clauses (i) through (vi) these
permitted transferees must enter into a written agreement with the Company agreeing to be bound by these transfer restrictions.


 


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 (including any such information included in
the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the Insider’s
background. Each Insider’s questionnaire furnished to the Company is true and accurate in all respects. Each Insider represents
and warrants that: it, he or she 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;
it, he or she 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 it, he or she is
not currently a defendant in any such criminal proceeding.


 


9.          Except
as disclosed in the Prospectus, neither the Sponsor nor 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 the Company’s initial 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 and the sale of the Private Placement
Warrants held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan and advances
of up to an aggregate of $300,000 made to the Company by the Sponsor; payment to an affiliate of the Sponsor for office space,
utilities and secretarial and administrative support for a total of $10,000 per month; reimbursement for any reasonable out-of-pocket
expenses related to identifying, investigating and consummating an initial Business Combination, and 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 any of the Company’s officers
or 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.
Up to $2,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such
warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.


 




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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 of the Company.


 


11.        The
Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance in accordance
with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.


 


12.         As
used herein, (i) “Anchor Investors” shall mean those investors party to the Forward Purchase Agreements;
(ii) “Business Combination” shall mean a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination, involving the Company and one or more businesses; (iii) “Forward Purchase
Agreements” shall mean agreements providing for the sale of an aggregate 18,100,000 Ordinary Shares and 4,525,000
Warrants to certain investors in a private placement that will close concurrently with the closing of the initial Business Combination
and the transfer of 2,262,500 Founder Shares by the Sponsor to such investors prior to the Public Offering; (iv) “Forward
Purchase Shares” shall mean the Ordinary Shares to be issued to the Anchor Investors pursuant to the Forward Purchase
Agreements; (v) “Founder Shares” shall mean the 8,012,500 Class B ordinary shares, par value $0.0001
per share, held by the Sponsor or the Insiders or their permitted transferees (or 7,262,500 shares if the over-allotment option
is not exercised by the Underwriters in full) and the 2,262,500 Class B ordinary shares, par value $0.0001 per share held by the
Anchor Investors or their permitted transferees; (vi) “Initial Shareholders” shall mean the Sponsor
and any Insider that holds Founder Shares; (vii) “Private Placement Warrants” shall mean the Warrants
to purchase up to 6,000,000 Ordinary Shares of the Company (or 6,600,000 Ordinary Shares if the over-allotment option is exercised
in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,000,000 in the aggregate (or $6,600,000
if the 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; (viii) “Public Shareholders” shall mean the holders of
securities issued in the Public Offering; (ix) “Shares” shall mean, collectively, the Ordinary Shares
and the Founder Shares; (x) “Trust Account” shall mean the trust fund into which a portion of the net
proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (xi) “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 Exchange Act,
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).


 




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13.         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.


 


14.         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 parties. 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 each Insider and their respective successors, heirs and assigns and permitted transferees.


 


15.         Nothing
in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto
any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or
agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be
for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and
permitted transferees.


 


16.         This
Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


17.         This
Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Letter Agreement or any other term or provision hereof. Furthermore, in lieu of any such
invalid or unenforceable term or provision, the parties hereto intend that there shall be added as part of this Letter Agreement
a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


18.         The
Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured
in the event of a breach by such Sponsor or Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6, 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.


 




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19.         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 submit
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.


 


20.         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.


 


21.         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 May 31, 2019; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature Page Follows]


 




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	 	Sincerely,
	 	 
	 	NEW FRONTIER PUBLIC HOLDING LTD.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:
	 
	 	 	 
	 	By:	 
	 	 	Name: Antony Leung
	 	 	 
	 	By:	 
	 	 	Name: Carl Wu
	 	 	 
	 	By:	 
	 	 	Name: Shuo Wang
	 	 	 
	 	By:	 
	 	 	Name: Edward Leong Che-hung
	 	 	 
	 	By:	 
	 	 	Name: Frederick Ma Si-hang
	 	 	 
	 	By:	 
	 	 	Name:


 


	Acknowledged and Agreed:	 
	 	 
	NEW FRONTIER CORPORATION	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to
Letter Agreement]