EX-10.1(a)



 Exhibit 10.1(a) 

                
    , 2016 
 Highland Acquisition Corporation 

c/o Highland Capital Management, L.P. 
 300 Crescent Court, Suite
700 
 Dallas, Texas 75201 
 Ladenburg Thalmann & Co.,
Inc. 
 570 Lexington Avenue 
 New York, New York 10022 

 

	 	Re:	Initial Public Offering 

 Gentlemen: 

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between Highland Acquisition Corporation, a Delaware corporation (the “Company”), and Ladenburg Thalmann & Co. Inc. as representative (the “Representative”) of the several
Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each
comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a
“Warrant”). Certain capitalized terms used herein are defined in paragraph 15 hereof. 
 In order to induce the
Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows: 
 1. If the Company solicits
approval of its stockholders of a Business Combination, each of the undersigned will vote all shares of Common Stock beneficially owned by it, whether acquired before, in or after the IPO, in favor of such Business Combination. 

2. In the event that the Company fails to consummate a Business Combination within the time period set forth in the Company’s Certificate
of Incorporation, as 







 
the same may be amended from time to time, each of the undersigned will, as promptly as possible, 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, redeem the Common Stock sold as part of the Units in the IPO (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 earned on the Trust Account net of interest that may be used by the Company to pay its franchise and income taxes payable and up to $100,000 of interest that may be used to
pay dissolution 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), 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 the cases of
clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. Each of the undersigned hereby waives any and all right, title, interest or claim of
any kind in or to any distribution of the Trust Account and any remaining net assets of the Company as a result of such liquidation with respect to the shares of Founders’ Common Stock owned by the undersigned (“Claim”) and hereby
waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. In the event of the liquidation
of the Trust Account, Highland Capital Management, L.P. agrees to indemnify and hold harmless the Company for any debts and obligations to target businesses or vendors or other entities that are owed money by the Company for services rendered or
contracted for or products sold to the Company, but only to the extent necessary to ensure that such debt or obligation does not reduce the amount of funds in the Trust Account below $10.00 per share; provided that such indemnity shall not apply
(i) if such vendor or prospective target business executed an agreement waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, or (ii) 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 “Securities Act”). Each of the undersigned acknowledges and agrees that there will be no
distribution from the Trust Account with respect to any Warrants, all rights of which will terminate on the Company’s liquidation. 

3. Each of the undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is
affiliated with any Insiders of the Company or their affiliates, such transaction must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion from an independent investment banking
firm, or another independent entity that commonly renders valuation opinions on the type of target business the Company is seeking to acquire, that such Business Combination is fair to the Company’s unaffiliated stockholders from a financial
point of view. 
 4. Neither of the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be
entitled to receive and will not accept any compensation or other cash payment prior to, or for services rendered in order to effectuate, the 

  
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consummation of the Business Combination; provided that the Company shall be allowed to make the payments set forth in the Registration Statement under the caption “Prospectus Summary –
The Offering – Limited payments to insiders.” Notwithstanding the foregoing, each of the undersigned and any affiliate of the undersigned shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in
connection with identifying, investigating and consummating a Business Combination. 
 5. Neither of the undersigned, any member of the
family of the undersigned, nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event either of the undersigned, any member of the family of the undersigned or any affiliate
of the undersigned originates a Business Combination. 
 6. (a) Highland Capital Management, L.P. will place into escrow all shares of
Founders’ Common Stock, portions of which shall be subject to forfeiture in the event the Underwriters do not exercise their over-allotment option in full, pursuant to the terms of a Stock Escrow Agreement which the Company will enter into with
the undersigned and an escrow agent. 
 (b) Neither of the undersigned will, without the prior written consent of the Representative
pursuant to the Underwriting Agreement, offer, sell, contract to sell, pledge, hedge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual
disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly,
including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, 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 Securities and Exchange Commission promulgated thereunder with respect to, any Units, shares of Common Stock, Warrants of
the Company or any securities convertible into, or exercisable or exchangeable for shares of Common Stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of the Underwriting Agreement. 

(c) Highland Capital Management, L.P. agrees that until 30 days after the Company consummates a Business Combination, the undersigned’s
Founders’ Warrants will be subject to the transfer restrictions described in the Founder Warrants Purchase Agreement relating to the undersigned’s Founders’ Warrants. 

7. (a) In order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, James D. Dondero hereby
agrees that until the earliest of the Company’s initial Business Combination or liquidation, the undersigned 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
undersigned might have. 

  
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 (b) James D. Dondero has agreed not to participate in the formation of, or become an officer or
director of, any blank check company until the Company has entered into a definitive agreement regarding its initial Business Combination or the Company has failed to complete an initial Business Combination within the time period set forth in the
Company’s Certificate of Incorporation as the same may be amended from time to time. 
 (c) James D. Dondero hereby agrees and
acknowledges that (i) each of the Underwriters and the Company may be irreparably injured in the event of a breach of any of the obligations contained in this letter, (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. 

8. James D. Dondero agrees to be the Chairman of the Board, Chief Executive Officer and President of the Company until the earlier of the
consummation by the Company of a Business Combination or the liquidation of the Company. Mr. Dondero’s biographical information previously furnished to the Company and the Representative is true and accurate in all respects, does not omit
any material information with respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act. Mr. Dondero’s FINRA
Questionnaire previously furnished to the Company and the Representative is true and accurate in all respects. Mr. Dondero represents and warrants that: 
  

	 	(a)	he 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; 

  

	 	(b)	he has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any
dealings in any securities and he is not currently a defendant in any such criminal proceeding; and 

  

	 	(c)	he 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.


 9. Highland Capital Management, L.P. agrees to make its and its affiliates’ investment professionals available to the
Company, at no cost, to actively source and structure a Business Combination; provided, however, that none of these professionals, other than those serving as the Company’s officers or directors, shall owe the Company any fiduciary duty and
none of them, including those serving as the Company’s officers or directors, are required to commit their full time to the Company’s affairs. 

  
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 10. Each of the undersigned has full right and power, without violating any agreement by which he
or it is bound, to enter into this letter agreement and with respect to Mr. Dondero, to serve as an officer of the Company. 
 11. Each
of the undersigned hereby waives any right to exercise conversion rights with respect to any shares of the Company’s common stock owned or to be owned by the undersigned, directly or indirectly, whether such shares be part of the Founders’
Common Stock or shares purchased by the undersigned in the IPO or in the aftermarket, and each agrees not to seek conversion with respect to such shares in connection with any vote to approve a Business Combination. 

12. Each of the undersigned hereby agrees to not propose, or vote in favor of, an amendment to Article Sixth or Seventh of the Company’s
Amended and Restated Certificate of Incorporation prior to the consummation of a Business Combination unless the Company provides public stockholders with the opportunity to convert their shares of Common Stock upon such approval in accordance with
such Article Sixth thereof. 
 13. In the event that the Company does not consummate a Business Combination and must liquidate and its
remaining net assets are insufficient to complete such liquidation, Highland Capital Management, L.P. agrees to advance such funds necessary to complete such liquidation and agrees not to seek repayment for such expenses. 

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. Each of the undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in
any way to this letter agreement (a “Proceeding”) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum and (iii) irrevocably agrees to appoint Graubard Miller as agent for the service of
process in the State of New York to receive, for the undersigned and on his behalf, service of process in any Proceeding. If for any reason such agent is unable to act as such, the undersigned will promptly notify the Company and the Representative
and appoint a substitute agent acceptable to each of the Company and the Representative within 30 days and nothing in this letter will affect the right of either party to serve process in any other manner permitted by law. 

15. As used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii) “Insiders” shall mean all officers, directors and sponsor of the Company immediately prior to the IPO;
(iii) “Founders’ Common Stock” shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO; (iv) “IPO Shares” shall mean the shares of Common Stock issued in the
Company’s IPO; (v) “Founders’ Warrants” shall mean the warrants that are being sold privately 

  
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by the Company simultaneously with the consummation of the IPO; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the IPO will be
deposited; and (vii) “Registration Statement” means the Company’s registration statement on Form S-1 (SEC File No. 333-211544) filed with the Securities and Exchange Commission. 

16. 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. 

17. Each of the undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO. 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. 
 18. This letter agreement shall be binding on the undersigned and such person’s
respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (i) the consummation of a Business Combination and (ii) the liquidation of the Company; provided, 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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		 	 James D. Dondero
 Print Name of
Insider

		
		 	 
		 	Signature
		
		 	 Highland Capital Management, L.P.
 Print
Name of Insider

		
	By:	 	Strand Advisors, Inc., its general partner
		
	By:	 	
		
		 	 
		 	Signature
		
		 	Acknowledged and Agreed:
		
		 	Highland Acquisition Corporation
		
	By:	 	 
		 	Name:
		 	Title:



  
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