Exhibit 10.1


 


September
[●], 2019


 


New
Providence Acquisition Corp.

6500 Riverplace Blvd, Bld 1, Suite 450

Austin, Texas 78730


 


BTIG,
LLC


825
Third Avenue, 6th Floor


New
York, NY, 10022


 


		Re:	Initial
Public Offering



 


Ladies
and Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement
(the “Underwriting Agreement”) entered into by and among New Providence Acquisition Corp., a Delaware
corporation (the “Company”), and BTIG, LLC, as representative (the “Representative”)
of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of 20,000,000 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 share of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), and one half of one redeemable warrant. Each whole warrant (each, a “Warrant”)
entitles the holder thereof to purchase one share of Common Stock 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 a 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 Nasdaq Capital Market. 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, each of New Providence
Management LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned individuals,
each of whom is a member of the Company’s board of directors, a nominee for membership on the board of directors and/or
a member the Company’s management team (each, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


		1.	It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination
without the prior consent of the Sponsor. 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 Capital Stock owned by it, him or her in favor
                                         of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned
                                         by it, him or her in connection with such stockholder approval. If the Company engages
                                         in a tender offer in connection with any proposed Business Combination, each Insider
                                         agrees that it, he or she will not seek to sell its, his or her shares of Common Stock
                                         to the Company in connection with such tender offer.



  



     


     


    

 


		2.	The
                                         Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate
                                         a Business Combination within 18 months from the closing of the Public Offering, or such
                                         later period approved by the Company’s stockholders in accordance with the Company’s
                                         amended and restated certificate of incorporation (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 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 (as defined
                                         below), including interest earned on the funds held in the Trust Account and not previously
                                         released to the Company to pay its franchise and income taxes (less up to $100,000 of
                                         interest to pay dissolution expenses), divided by the number of then outstanding Offering
                                         Shares, which redemption will completely extinguish all 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 to modify the substance or timing of the ability
                                         of holders of Offering Shares to seek redemption in connection with a Business Combination
                                         or the Company’s obligation to redeem 100% of the Offering Shares if the Company
                                         does not complete a Business Combination by the date set forth in the Charter, unless
                                         the Company provides Public Stockholders with the opportunity to redeem their shares
                                         of Common Stock upon approval of any such amendment at a per-share price, payable in
                                         cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
                                         earned on the funds held in the Trust Account and not previously released to the Company
                                         to pay its franchise and income taxes, divided by the number of then outstanding Offering
                                         Shares.



 


The
Sponsor 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 shares of 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 a stockholder 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 shares of Common Stock (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 the time period set forth
in the Charter).


  



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		3.	The
                                         undersigned acknowledges and agrees that prior to entering into a definitive agreement
                                         for a Business Combination with a target business that is affiliated with the undersigned
                                         or any other 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, which is a member
                                         of the Financial Industry Regulatory Authority, or an independent accounting firm that
                                         such Business Combination is fair to the Company’s unaffiliated stockholders from
                                         a financial point of view.



 


		4.	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, shares of Common Stock, Founder Shares, Warrants or any securities convertible
                                         into, or exercisable, or exchangeable for, shares of Common Stock 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, shares of Common
                                         Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or
                                         exchangeable for, shares of Common Stock 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 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 4 or paragraph
                                         8 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 the release or waiver is effected solely to permit a transfer not for
                                         consideration and 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.



 


		5.	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 (the “Indemnitor”), which for purposes of clarification
                                         shall not extend to any other shareholders, members or managers of the Sponsor, or any
                                         of the other undersigned, 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) 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 other similar
                                         agreement or Business Combination agreement (a “Target”); provided,
                                         however, that such indemnification of the Company by the Indemnitor shall (x)
                                         apply only to the extent necessary to ensure that such claims by a third party for services
                                         rendered (other than the Company’s independent public accountants) or products
                                         sold to the Company or a Target do not reduce the amount of funds in the Trust Account
                                         to below the lesser of (i) $10.00 per Offering Share and (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, less interest earned on the funds in the Trust Account
                                         which may be withdrawn to pay franchise and income taxes, (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. In the event that any such executed waiver is deemed to be unenforceable
                                         against such third party, the Sponsor shall not be responsible to the extent of any liability
                                         for such third party claims. 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.



 






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		6.	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 to 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. The forfeiture will be adjusted to the extent that the over-allotment option
                                         is not exercised in full by the Underwriters so that the Initial Stockholders will own
                                         an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital
                                         Stock after the Public Offering.



 


		7.	(a)
                                         Alexander Coleman and Gary Smith hereby agree not to participate in the formation of, or become an officer
                                         or director of, any other any other special purpose acquisition company with a class
                                         of securities registered under the Exchange Act until the Company has entered into a
                                         definitive agreement regarding an initial Business Combination or unless the Company
                                         has failed to complete a Business Combination within the time period set forth in the
                                         Charter.



 


(b) 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 an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6, 7(a),
8(a), 8(b) and 10, as applicable, 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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		8.	(a)
                                         The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder
                                         Shares (or shares of Common Stock issuable upon conversion thereof) until the earlier
                                         of (A) one year after the completion of the Company’s initial Business Combination
                                         or (B) subsequent to the Business Combination, (x) if 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 the Company’s initial Business Combination
                                         or (y) the date on which the Company completes a liquidation, merger, capital stock exchange,
                                         reorganization 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 Transfer any Private Placement Warrants (or shares of Common Stock
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”).


 


(c) Notwithstanding
the provisions set forth in paragraphs 8(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares of
Common Stock 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 8(c)), are
permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers
or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor, any affiliates of such members and funds and accounts
advised by such members; (b) in the case of an individual, by gift to a member of such individual’s immediate family or
to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual
or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death
of such person; (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 an initial Business Combination at prices no greater than the price at which the securities
were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of an initial Business
Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon
dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization
or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares
of Common Stock for cash, securities or other property subsequent to the completion of an initial Business Combination; provided,
however, that, in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement
with the Company agreeing to be bound by the transfer restrictions herein.


 






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		9.	Each
                                         of the Insiders agrees to be a director or officer of the Company, as applicable, until
                                         the earlier of the consummation by the Company of an initial Business Combination, the
                                         liquidation of the Company, or his or her removal, death or incapacity. 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 material respects and does not omit any
                                         material information with respect to the Insider’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. Each Insider’s questionnaire furnished to the Company
                                         and the Representative is true and accurate in all material 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.



 


		10.	Except
                                         as disclosed in the Prospectus, neither the Sponsor nor any Insider, nor any affiliate
                                         of the Sponsor or any Insider, 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 held in the Trust Account prior to the completion of the initial Business
                                         Combination: repayment of a loan and advances up to an aggregate of $300,000 made to
                                         the Company by the Sponsor; payment to an affiliate of the Sponsor for certain office
                                         space, utilities and secretarial and administrative support as may be reasonably required
                                         by the Company 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 $1,500,000 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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		11.	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 an officer and/or director on the board of directors
                                         of the Company and hereby consents to being named in the Prospectus as an officer and/or
                                         director of the Company.



 


		12.	As
                                         used herein, (i) “Business Combination” shall mean a merger,
                                         capital stock exchange, asset acquisition, stock purchase, reorganization or similar
                                         business combination, involving the Company and one or more businesses; (ii) “Capital
                                         Stock” shall mean, collectively, the Common Stock and the Founder Shares;
                                         (iii) “Founder Shares” shall mean (a) the 5,750,000 shares
                                         of the Company’s Class B common stock, par value $0.0001 per share, initially issued
                                         to the Sponsor (up to 750,000 Shares of which are subject to complete or partial forfeiture
                                         by the Sponsor if the over-allotment option is not exercised by the Underwriters); (iv)
                                         “Initial Stockholders” shall mean the Sponsor and any Insider
                                         that holds Founder Shares; (v) “Private Placement Warrants”
                                         shall mean the Warrants to purchase up to 5,500,000 shares of Common Stock of the Company
                                         (or 6,100,000 shares of Common Stock if the over-allotment option is exercised in full)
                                         that the Sponsor has agreed to purchase for an aggregate purchase price of $5,500,000
                                         (or $6,100,000 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; (vi) “Public Stockholders” shall mean the holders
                                         of securities issued in the Public Offering; (vii) “Trust Account”
                                         shall mean the trust account into which the net proceeds of the Public Offering and certain
                                         proceeds from the sale of the Private Placement Warrants shall be deposited; and (viii)
                                         “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.	Subject
                                         to the terms and conditions of this paragraph 13, if, in connection with or prior to
                                         the closing of the initial Business Combination, the Company proposes to raise additional
                                         capital by issuing any equity securities, or securities convertible into, exchangeable
                                         or exercisable for equity securities other than Excluded Securities (as defined below)
                                         (such securities, “New Equity Securities”), the Company shall
                                         first make an offer of the New Equity Securities to the Sponsor in accordance with the
                                         following provisions of this paragraph 13 (the “Right of First Offer”):


 


(a) Offer
Notice.


 





(i) The
Company shall give written notice (the “Offering Notice”) to the Sponsor stating its bona fide intention
to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including
the price, pursuant to which the Company proposes to offer the New Equity Securities.


 


(ii) The
Offering Notice shall constitute the Company’s offer to sell the New Equity Securities to the Sponsor, which offer shall
be irrevocable for a period of three (3) business days (the “ROFO Notice Period”).


 


(b) Exercise
of Right of First Offer.


 


(i) Upon
receipt of the Offering Notice, the Sponsor shall have until the end of the ROFO Notice Period to offer to purchase any or all
of the New Equity Securities by delivering a written notice (a “ROFO Offer Notice”) to the Company stating
that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so
delivered shall be binding upon delivery and irrevocable by the Sponsor.


 


(ii) If
the Sponsor does not deliver a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer
to purchase some but not all of the New Equity Securities, the Sponsor shall be deemed to have waived all of the Sponsor’s
rights to purchase such number of New Equity Securities that it declined to purchase, and the Company shall thereafter be free
to sell or enter into an agreement to sell such number of New Equity Securities to any third party without any further obligation
to the Sponsor pursuant to this paragraph 13 within the forty-five (45) day period thereafter (and with respect to an agreement
to sell, consummate such sale at any time thereafter) at a price not more favorable to the third party than those set forth in
the Offering Notice. If the Company does not sell or enter into an agreement to sell such number of New Equity Securities within
such period, the rights provided hereunder shall be deemed to be revived and such New Equity Securities shall not be offered to
any third party unless first re-offered to the Sponsor in accordance with this paragraph 13.


  



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		(c)	Excluded
                                         Securities. For purposes hereof, the term “Excluded Securities”
                                         means any warrants issued upon the conversion of working capital loans to the Company
                                         to be made by the Sponsor or an affiliate thereof to finance transaction costs in connection
                                         with an intended initial Business Combination (up to $1,500,000 of which may be convertible
                                         at the option of the lender into warrants of the post-Business Combination entity having
                                         the same terms as the Private Placement Warrants at a price of $1.00 per warrant), and
                                         any securities issued by the Company as consideration to any seller in the Business Combination
                                         or in satisfaction for any amounts owed by or claims against the Company.


 


		(d)	Assignment
                                         of Right of First Offer. The Right of First Offer may be assigned in whole or in
                                         part by the Sponsor to any of its members without the prior consent of the Company. Following
                                         any such assignment, the Company and any such assignee shall comply with the provisions
                                         set forth in this paragraph 13 with respect to the Right of First Offer as if such assignee
                                         were a party hereto.



 


		14.	The
                                         Company will maintain an insurance policy or policies providing directors’ and
                                         officers’ liability insurance, and each Director shall be covered by such policy
                                         or policies, in accordance with its or their terms, to the maximum extent of the coverage
                                         available for any of the Company’s directors or officers.



 


		15.	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.



 


		16.	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.



 


		17.	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.



 


		18.	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.



 






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		19.	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 of 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 a 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.



 


		20.	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.



 


		21.	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.



 


		22.	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 that paragraph 5 of this
                                         Letter Agreement shall survive such liquidation.



 


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	 	Sincerely,
	 	 	 
	 	NEW PROVIDENCE MANAGEMENT LLC
	 	 	 
	 	By:	 
	 	 	Name: Gary P. Smith
	 	 	Title: Authorized Signatory
	 	 	 
	 	 	 
	 	 	Alexander Coleman
	 	 	 
	 	 	 
	 	 	Gary P. Smith
	 	 	 
	 	 	 
	 	 	James Bradley
	 	 	 
	 	 	 
	 	 	Timothy Gannon
	 	 	 
	 	 	 
	 	 	Daniel Ginsberg
	 	 	 
	 	 	 
	 	 	Rick Mazer







 


 


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	Acknowledged and Agreed:	 
	 	 
	NEW PROVIDENCE ACQUISITION CORP.	 
	 	 
	By:	 	 
	 	Name: Gary P. Smith	 
	 	Title: Chief Executive Officer	 


 








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