Exhibit 10.4


 


SECOND AMENDED AND
RESTATED UNIT SUBSCRIPTION AGREEMENT


 


This SECOND AMENDED
AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 7th day of July 2016,
by and between M III Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of
business at 3 Columbus Circle, 15th Floor, New York, NY 10019, and  M III Sponsor I LLC, a Delaware limited
liability company (“M III LLC”) and M III Sponsor I LP, a Delaware limited partnership (“M III LP”
and together with M III LLC, the “Subscribers”), each with a principal place of business at 3 Columbus Circle,
15th Floor, New York, NY 10019.


 


WHEREAS, on December
31, 2015, the Company and M III LLC entered into the Unit Subscription Agreement (the “First Agreement”), wherein
M III LLC agreed to purchase an aggregate of 590,000 Units (as defined below); and


 


WHEREAS, on April
14, 2016, the Company and the Subscirbers entered into the Unit Subscription Agreement (the “Second Agreement”,
and together with the First Agreement, the “Original Agreements”), wherein the Subscribers agreed to purchase
an aggregate of 430,000 Units (as defined below); and


 


WHEREAS, the Company
now desires to sell to the Subscribers and others on a private placement basis (the “Offering”) an aggregate
of 460,000 units (the “Units”) of the Company, each Unit comprised of one share of common stock of the Company,
par value $0.0001 per share (“Common Stock”), and one warrant to purchase one half of one share of Common Stock
(“Warrant”), for a purchase price of $4,600,000, or $10.00 per Unit. The shares of Common Stock underlying the
Warrants are hereinafter referred to as the “Warrant Shares”.  The shares of Common Stock underlying
the Units (excluding the Warrant Shares) are hereinafter referred to as the “Placement Shares.” The Warrants
underlying the Units are hereinafter referred to as the “Placement Warrants.”  The Units, Placement
Shares, Placement Warrants or Warrant Shares, collectively, are hereinafter referred to as the “Securities.”  Each
Placement Warrant is exercisable to purchase one-half of one full share of Common Stock at an exercise price of $11.50 during the
period commencing on the later of (i) twelve (12) months from the date of the closing of the Company’s initial public offering
of units (the “IPO”) and (ii) 30 days following the consummation of the Company’s initial business combination
(the “Business Combination”), as such term is defined in the registration statement in connection with the IPO,
as amended at the time it becomes effective (the “Registration Statement”), and expiring on the fifth anniversary
of the consummation of the Business Combination; and


 


WHEREAS, the Subscribers
wish to purchase 340,000 Units, in the denominations set forth on Schedule A hereto, and the Company wishes to accept such
subscription from Subscriber.


 


WHEREAS, the Company
and the Subscribers desire to amend and restate the Original Agreements and to enter into this Agreement;


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and Subscriber hereby agree as follows:


 


1.     Agreement
to Subscribe


 


1.1.   
Purchase and Issuance of the Units. Upon the terms and subject to the conditions of this Agreement, the Subscribers hereby agree
to purchase from the Company, and the Company hereby agrees to sell to the Subscribers, on the Closing Date (as defined below)
the Units in consideration of the payment of the Purchase Price (as defined below). On the Closing Date, or within a reasonable
time after the Closing Date, but in no event later than thirty (30) days after the Closing Date, the Company shall deliver to the
Subscribers the certificates representing the Securities purchased.


  


1.2.   Purchase
Price.  As payment in full for the Units being purchased under this Agreement, the Subscribers shall pay an aggregate
of $3,400,000 (the “Purchase Price”), in the denominations set forth on Schedule A, by wire transfer of immediately
available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust
Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer &
Trust Company, acting as trustee (“Continental”), or into an escrow account maintained by Ellenoff Grossman
& Schole LLP (“EG&S”), counsel for the Company, one (1) business day prior to the date of
effectiveness of the Registration Statement.


 






     


     


    

 


1.3.   
Closing. The closing of the purchase and sale of the Units shall take place simultaneously with the closing of the IPO (the “Closing
Date”). The closing of the purchase and sale of the Units shall take place at the offices of EG&S, 1345 Avenue of
the Americas, 11th Floor, New York, New York, 10105, or such other place as may be agreed upon by the parties hereto.


 


1.4      Termination.
This Agreement and each of the obligations of the undersigned shall be null and void and without effect if a Closing does not occur
prior to July 31, 2016.


  


2.     Representations
and Warranties of Subscribers


 


Each Subscriber represents
and warrants to the Company that:


 


2.1.    No
Government Recommendation or Approval.  Subscriber understands that no federal or state agency has passed upon or made
any recommendation or endorsement of the Company or the Offering of the Securities.


 


2.2.   
Accredited Investor. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a)
of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the
sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors”
under the Securities Act and similar exemptions under state law.


 


2.3.   
Intent.  Subscriber is purchasing the Securities solely for investment purposes, for such Subscriber’s own account
(and/or for the account or benefit of its members or affiliates, as permitted, pursuant to the terms of an agreement (the “Insider
Letter”) to be entered into with respect to the Securities between, among others, Subscriber  and the Company,
as described in the Registration Statement), and not with a view to the distribution thereof and Subscriber has no present arrangement
to sell the Securities to or through any person or entity except as may be permitted under the Insider Letter.  Subscriber
shall not engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act.


  


2.4.   
Restrictions on Transfer.  Subscriber acknowledges and understands the Units are being offered in a transaction not involving
a public offering in the United States within the meaning of the Securities Act.  The Securities have not been registered
under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities,
such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement
filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities
Act, if available, or (C) pursuant to any other available exemption from the registration requirements of the Securities Act,
and in each case in accordance with any applicable securities laws of any state or any other jurisdiction. Notwithstanding the
foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section
8 hereof. Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be made, as a condition
precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the
Company with respect to such transfer. Absent registration or another available exemption from registration, Subscriber agrees
it will not resell the Securities (unless otherwise permitted pursuant to the Insider Letter, as described in the Registration
Statement).  Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available
to Subscriber for the resale of the Securities until the one year anniversary following consummation of the initial Business Combination
of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer
restrictions.


 


2.5.  Sophisticated
Investor.


 


(i)  Subscriber
is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities.


 






     


     


    

 


(ii) Subscriber is
aware that an investment in the Securities is highly speculative and subject to substantial risks because, among other things,
the Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot
be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber
is able to bear the economic risk of its investment in the Securities for an indefinite period of time.


 


2.6.   Independent
Investigation.  Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation
of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written
representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of
the Company, other than as set forth in this Agreement. Subscriber is familiar with the business, operations and financial condition
of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors
concerning the Company and the terms and conditions of the offering of the Units and has had full access to such other information
concerning the Company as Subscriber has requested. Subscriber confirms that all documents that it has requested have been made
available and that Subscriber has been supplied with all of the additional information concerning this investment which Subscriber
has requested.


 


2.7   Organization
and Authority.  Subscriber is duly organized, validly existing and in good standing under the laws of the State of Delaware
and it possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.8.  Authority.
This Agreement has been validly authorized, executed and delivered by Subscriber and is a valid and binding agreement enforceable
in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement
of creditors’ rights generally.


  


2.9.   
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) Subscriber's charter documents, (ii) any
agreement or instrument to which Subscriber is a party or (iii) any law, statute, rule or regulation to which Subscriber is subject,
or any agreement, order, judgment or decree to which Subscriber is subject.


 


2.10.  No Legal
Advice from Company.  Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions
contemplated by this Agreement and the other agreements entered into between the parties hereto with Subscriber’s own legal
counsel and investment and tax advisors.  Except for any statements or representations of the Company made in this Agreement
and the other agreements entered into between the parties hereto, Subscriber is relying solely on such counsel and advisors and
not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice
with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 


2.11.  Reliance
on Representations and Warranties.  Subscriber understands the Units are being offered and sold to Subscriber in reliance
on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations
of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of Subscriber set forth in this Agreement in order to determine the applicability of such provisions.


 


2.12.  No General
Solicitation.  Subscriber is not subscribing for the Units as a result of or subsequent to any general solicitation or
general advertising, including but not limited to any advertisement, article, notice or other communication published in any newspaper,
magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting or in a registration statement
with respect to the IPO filed with the Securities and Exchange Commission (“SEC”).


 


2.13.  Legend.  Subscriber
acknowledges and agrees the certificates evidencing each of the Securities shall bear a restrictive legend (the “Legend”),
in form and substance substantially as set forth in Section 4 hereof.


 






     


     


    

 


3.    Representations,
Warranties and Covenants of the Company


 


The Company represents
and warrants to, and agrees with, each Subscriber that:


 


3.1.   
Valid Issuance of Capital Stock. The total number of shares of all classes of capital stock which the Company has authority to
issue is 35,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred
Stock”). As of the date hereof, the Company has issued and outstanding 4,312,500 shares of Common Stock (of which up
to 562,500 shares are subject to forfeiture as described in the Registration Statement) and no shares of Preferred Stock. All of
the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.


 


3.2    
Title to Securities.  Upon issuance in accordance with, and payment pursuant to, the terms hereof and that certain warrant
agreement to be entered into between the Company and Continental, as warrant agent (the “Warrant Agreement”),
as the case may be, each of the Units, Placement Shares, Placement Warrants and the Warrant Shares will be duly and validly issued,
fully paid and non-assessable. On the date of issuance of the Units, the Warrant Shares shall have been reserved for issuance.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, Subscriber
will have or receive good title to the Units, Placement Shares and Placement Warrants, free and clear of all liens, claims and
encumbrances of any kind, other than (i) transfer restrictions hereunder and pursuant to the Insider Letter and (ii) transfer restrictions
under federal and state securities laws.


  


3.3.   
Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business
as now being conducted.


 


3.4.   
Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its
obligations under this Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery
and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors
or stockholders is required, and (iii) this Agreement constitutes valid and binding obligations of the Company enforceable
against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution
may be limited by federal and state securities laws or principles of public policy.


 


3.5.   
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not (i) result in a violation of the Company’s certificate of incorporation or by-laws, (ii) conflict
with, or constitute a default under any agreement or instrument to which the Company is a party or (iii) any law statute, rule
or regulation to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject. Other
than any SEC or state securities filings which may be required to be made by the Company subsequent to the Closing, and any registration
statement which may be filed pursuant thereto, the Company is not required under federal, state or local law, rule or regulation
to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or
self-regulatory entity in order for it to perform any of its obligations under this Agreement or issue the Units, Placement Shares,
Warrants or the Warrant Shares in accordance with the terms hereof.


 


4.     Legends


 


4.1.    Legend.
The Company will issue the Units, Placement Shares and Warrants, and when issued, the Warrant Shares, purchased by the Subscribers
in the name of the Subscribers. The Securities will bear the following Legend and appropriate “stop transfer” instructions:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 






     


     


    

 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, M III ACQUISITION
CORP. M III SPONSOR I LP AND M III SPONSOR I LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING
THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER.”


  


4.2.   
Subscriber’s Compliance. Nothing in this Section 4 shall affect in any way either Subscriber’s obligations and
agreements to comply with all applicable securities laws upon resale of the Securities.


 


4.3.   
Company’s Refusal to Register Transfer of the Securities.  The Company shall refuse to register any transfer of
the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective
registration statement filed under the Securities Act, or pursuant to an available exemption from the registration requirements
of the Securities Act and (ii) in compliance herewith and with the Insider Letter.


 


4.4    
Registration Rights.  The Subscribers will be entitled to certain registration rights which will be governed by a registration
rights agreement (“Registration Rights Agreement”) to be entered into between, among others, the Subscribers
and the Company, on or prior to the effective date of the Registration Statement. 


 


5.    Waiver
of Liquidation Distributions.


 


In connection with
the Securities purchased pursuant to this Agreement, each Subscriber hereby waives any and all right, title, interest or claim
of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection
with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender
offer conducted by the Company prior to a Business Combination or (iii) upon the Company’s redemption of shares of Common
Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination.  In
the event a Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall
be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers
of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.


 


6.     Termination
of Placement Warrants.


 


6.1.   
Failure to Consummate Business Combination. The Placement Warrants shall be terminated upon the dissolution of the Company or in
the event that the Company does not consummate the Business Combination within 24 months from the consummation of the IPO, unless
otherwise extended by the Corporation.


 


6.2.   
Termination of Rights as Holder. If the Placement Warrants are terminated in accordance with Section 6.1, then after such
time a Subscriber (or successor in interest) shall no longer have any rights as a holder of such Placement Warrants and the Company
shall take such action as is appropriate to cancel such Placement Warrants. Each Subscriber hereby irrevocably grants the Company
a limited power of attorney for the purpose of effectuating the foregoing and agrees to take any and all measures reasonably requested
by the Company necessary to effect the foregoing.


 


7.     Rescission
Right Waiver and Indemnification.


 


7.1.   
Each Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there
be no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with
respect to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right
to rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company,
its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its
stockholders, each Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to sue
or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Each Subscriber acknowledges
and agrees this waiver is being made in order to induce the Company to sell the Units to the Subscriber. Each Subscriber agrees
the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims
or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages,
whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and
expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against
any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase
of the Units hereunder or relating to the purchase of the Units and the transactions contemplated hereby.


 






     


     


    

 


7.2.   Each
Subscriber agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the
Units or any Claim that may arise now or in the future.


 


7.3.   
Each Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this
Section 7. 


 


7.4.   
Each Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, such Subscriber
has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification
or bar that applies to a legal right. Each Subscriber acknowledges the receipt and sufficiency of consideration received from the
Company hereunder in this regard.


 


8.     Terms
of the Units and Placement Warrant


 


The Units and their
component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts
will be subject to transfer restrictions, except in limited circumstances, until 30 days following the consummation of the Business
Combination, (ii) the Placement Warrants will be non-redeemable so long as they are held by the initial holder thereof (or any
of its permitted transferees), and may be exercisable on a “cashless” basis if held by a Subscriber or its permitted
transferees and (iii) the Units and component parts are being purchased pursuant to an exemption from the registration requirements
of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (i) and
they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption
from registration is available.


 


9.     Governing
Law; Jurisdiction; Waiver of Jury Trial


 


This Agreement shall
be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed
within such state. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this
Agreement and the transactions contemplated hereby.


  


10.   Assignment;
Entire Agreement; Amendment


 


10.1.  Assignment.
Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by a Subscriber to
a person agreeing to be bound by the terms hereof, including the waiver contained in Section 7 hereof.


 


10.2.  Entire
Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof
and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.


 


10.3.  Amendment.
Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge
or termination is sought.


 


10.4.  Binding
upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs,
legal representatives, successors and permitted assigns. 


 






     


     


    

 


11.   Notices


 


11.1   Notices.
Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing
and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided
or sent by courier (which for all purposes of this Agreement shall include Federal Express or other recognized overnight courier)
or mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address as
either may designate for itself in such notice to the other.  Communications shall be deemed to have been received when
delivered personally, on the scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon
receipt of confirmation of transmittal or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission,
such notice shall be deemed to be delivered (a) if by electronic mail, when directed to an electronic mail address at which
the stockholder has consented to receive notice; (b) if by a posting on an electronic network together with separate notice
to the stockholder of such specific posting, upon the later of (1) such posting and (2) the giving of such separate notice;
and (c) if by any other form of electronic transmission, when directed to the stockholder.


 


12.   Counterparts


 


This Agreement may
be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail
delivery of a “pdf” format data file, such signature shall create a valid and binding obligation of the party executing
(or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.


 


13.   Survival;
Severability


 


13.1.  Survival.
The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing.


 


13.2. Severability.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall
be effective if it materially changes the economic benefit of this Agreement to any party.


 


14.   Headings.


 


The titles and subtitles
used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.


 


[remainder of page intentionally left blank]


 



     


     


    





This subscription is accepted by the Company
on the 7th day of July, 2016.


 


	 	M III ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Mohsin Y. Meghji
	 	 	Name:  Mohsin Y. Meghji
	 	 	Title: Chief Executive Officer 


 


Accepted and agreed on the date hereof


 


	 	
        SUBSCRIBER: 

        M III SPONSOR I LLC

        By: M III Acquisition Partners I LLC, its 

Managing Member

	 	 	 
	 	By:	/s/ Mohsin Y. Meghji
	 	 	Name:  Mohsin Y. Meghji
	 	 	Title: Managing Member
	 	 	 
	 	
        M III SPONSOR I LP

        By: M III Acquisition Partners I Corp., its

 Sole General
        Partner

	 	By: 	/s/ Mohsin Y. Meghji
	 	Name:  Mohsin Y. Meghji
	 	Title: Chief Executive Officer 


 


  




     


     


    

 


Schedule
A


  


 


	Subscriber	Number of Units to be Purchased	Purchase Price ($)
	
        M III Sponsor I LLC

         

         

         
	
         

         

        300,000

         
	
         

         

        3,000,000

         

	
        M III Sponsor I LP

         

         

         
	
         

         

        40,000

         
	
         

         

        400,000

         

	Total	340,000	3,400,000