Exhibit 10.2


 





INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made as of ________, 2014
by and between Harmony Merger Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).


 


WHEREAS, the Company’s registration statement
on Form S-1, No. 333-197330 (“Registration Statement”) for its initial public offering of securities (“IPO”)
has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange Commission (capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement); and


 


WHEREAS, Cantor Fitzgerald & Co. (“Cantor
Fitzgerald”) is acting as the representative of the underwriters in the IPO; and


 


WHEREAS, as described in the Registration Statement, and
in accordance with the Company’s Amended and Restated Certificate of Incorporation, $100,000,000 of the gross proceeds of
the IPO and a private placement taking place simultaneously therewith ($115,000,000 if the underwriters’ over-allotment option
is exercised in full) will be delivered to the Trustee to be deposited and held in a trust account for the benefit of the Company
and the holders of the Company’s common stock, par value $.0001 per share (“Common Stock”), issued in the IPO
as hereinafter provided (the amount to be delivered to the Trustee will be referred to herein as the “Property”; the
stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”);


 


WHEREAS, a portion of the Property equal to
$3,000,000 (or $3,450,000 if the over-allotment option is exercised in full) is attributable to deferred underwriting discounts
and commissions that may be payable by the Company to Cantor Fitzgerald upon the consummation of the Business Combination (as defined
below) (the “Deferred Underwriting Fee”); and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property;


 


IT IS AGREED:


 


1.      Agreements and Covenants of Trustee. The Trustee hereby
agrees and covenants to:


 


(a)     Hold the Property in trust for the Beneficiaries in accordance
with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee at JPMorgan
Chase Bank NA in the United States, maintained by Trustee, and at a brokerage institution selected by the Trustee that is satisfactory
to the Company;


 


(b)     Manage, supervise and administer the Trust Account subject
to the terms and conditions set forth herein;


 



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(c)     In a timely manner, upon the instruction of the Company,
invest and reinvest the Property (i) in United States government treasury bills, notes or bonds having a maturity of 180 days or
less and/or (ii) in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act
of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company;


 


(d)    Collect and receive, when due, all principal and income
arising from the Property, which shall become part of the “Property,” as such term is used herein;


 


(e)    Notify the Company and Cantor Fitzgerald of all communications
received by it with respect to any Property requiring action by the Company;


 


(f)    Supply any necessary information or documents as may
be requested by the Company in connection with the Company’s preparation of its tax returns;


 


(g)    Participate in any plan or proceeding for protecting
or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h)    Render to the Company monthly written statements of the
activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and


 


(i)     Commence liquidation of the Trust Account only after
and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form
substantially similar to that attached hereto as either Exhibit A or Exhibit C, signed on behalf of the Company by its President,
Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary, affirmed by counsel for the Company and,
in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed
to by Cantor Fitzgerald, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only
as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a
Termination Letter has not been received by the Trustee by the 24-month anniversary of the Closing, (“Last Date”),
the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit
B hereto and distributed to the Public Stockholders as of the Last Date. The provisions of this Section 1(i) may not be modified,
amended or deleted under any circumstances.


 


(j)      Distribute upon receipt of an Amendment Notification
Letter (defined below), to Public Stockholders who exercised their conversion rights in connection with an Amendment (defined
below) an amount equal to the pro rata share of the Property relating to the shares of Common Stock for which such Public Stockholders
have exercised conversion rights in connection with such Amendment.


 






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2.     Limited Distributions of Income from Trust Account.


 


(a)    Upon written request from the Company, which may be given
from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company
the amount of interest income earned on the Trust Account requested by the Company to cover any income or other tax obligation
owed by the Company.


 


(b)    Upon written request from the Company, which may be given
from time to time in a form substantially similar to that attached hereto as Exhibit E, the Trustee shall distribute to the Company
the amount of interest income earned on the Trust Account requested by the Company to cover expenses related to investigating and
selecting a target business and other working capital requirements; provided, however, that the Company will not be allowed to
withdraw interest income earned on the Trust Account unless there is an amount of
interest income available in the Trust Account sufficient to pay the Company’s tax obligations on such interest income or
otherwise then due at that time.


 


(c)    The limited distributions referred to in Sections
2(a) and 2(b) above shall be made only from income collected on the Property. Except as provided in Section 2(a), and 2(b) above,
no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) and 1(j) hereof.


 


(d)    The Company shall provide Cantor Fitzgerald with a copy
of any Termination Letters and/or any other correspondence that it issues to the Trustee with respect to any proposed withdrawal
from the Trust Account promptly after such issuance.


 


3.      Agreements and Covenants of the Company. The Company
hereby agrees and covenants to:


 


(a)    Give all instructions to the Trustee hereunder in writing,
signed by the Company’s Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer, Chief Operating Officer
or Chief Financial Officer. In addition, except with respect to its duties under paragraphs 1(i), 1(j), 2(a) and 2(b) above, the
Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which
it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the
Company shall promptly confirm such instructions in writing;


 


(b)    Subject to the provisions of Sections 5 and 7(g) of this
Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel
fees and disbursements, or loss suffered by the Trustee in connection with any claim, potential claim, action, suit or other proceeding
brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises out of or relates
to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property,
except for expenses and losses resulting from the Trustee’s gross negligence or willful misconduct. Promptly after the receipt
by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee
intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred
to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified
Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent
shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent
of the Company, which consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 



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(c)    Pay the Trustee an initial acceptance fee, an annual
fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth on Schedule A hereto,
which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall
not be used to pay such fees and further agreed that any fees owed to the Trustee shall be deducted by the Trustee from the disbursements
made to the Company pursuant to Sections 1(i) solely in connection with the consummation of a Business Combination, or pursuant
to Section 2(b). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of
the IPO and thereafter on the anniversary of the Effective Date;


 


(d)    In connection with any vote of the Company’s stockholders
regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business
of soliciting proxies and/or tabulating stockholder votes verifying the vote of the Company’s stockholders regarding such
Business Combination; and


 


(e)    In the event that the Company directs the Trustee to
commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that it will not direct the Trustee to make
any payments that are not specifically authorized by this Agreement.


 


(f)      If the Company seeks to amend any provisions
of its amended and restated certificate of incorporation relating to stockholders’ rights or pre-Business Combination activity
(including the time within which the Company has to complete a Business Combination) (in each case, an “Amendment”),
the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit B providing
instructions for the distribution of funds to Public Stockholders who exercise their conversion option in connection with such
Amendment.


 


(g)   Within four (4) business days after Cantor Fitzgerald exercises the over-allotment option (or any unexercised
portion thereof) or such over-allotment expires, provide the Trustee with a notice in writing of the total amount of the Deferred
Underwriting Fee, which shall in no event be less than $3,000,000.






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4.      Limitations of Liability. The Trustee shall have no
responsibility or liability to:


 


(a)    Take any action with respect to the Property, other than
as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability to any party except for liability arising out
of its own gross negligence or willful misconduct;


 


(b)    Institute any proceeding for the collection of any principal
and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless
and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced
or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c)    Change the investment of any Property, other than in
compliance with paragraph 1(c);


 


(d)    Refund any depreciation in principal of any Property;


 


(e)    Assume that the authority of any person designated by
the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the
Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)     The other parties hereto or to anyone else for any action
taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best
judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively and shall be protected in acting
upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement,
instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions,
but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee, in good faith,
to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand,
or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written
instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected,
unless it shall give its prior written consent thereto;


 


(g)    Verify the correctness of the information set forth in
the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is
as contemplated by the Registration Statement; and


 


(h)    File local, state and/or Federal tax returns or information
returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if
any, payable by the Company or the Trust Account, relating to the income earned on the Property.


 



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(i)     Pay any taxes on behalf of the Trust Account (it being
expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the
Company from funds not held in the Trust Account or released to it under Section 2(a) hereof).


 


(j)     Imply obligations, perform duties, inquire or otherwise
be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein.


 


(k)    Verify calculations, qualify or otherwise approve Company
requests for distributions pursuant to Sections 1(i), 1(j), 2(a) or 2(b) above.


 


5.     Trust Account Waiver. The Trustee has no right of set-off
or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby
irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the
Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 3(b) or Section 3(c)
hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against
the Property or any monies in the Trust Account


 


6.     Termination. This Agreement shall terminate as follows:


 


(a)    If the Trustee gives written notice to the Company that
it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee during which
time the Trustee shall act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor
trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer
the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports
and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that, in the event that
the Company does not locate a successor trustee within ninety days of receipt of the resignation notice from the Trustee, the Trustee
may submit an application to have the Property deposited with any court in the State of New York or with the United States District
Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)   At such time that the Trustee has completed the liquidation
of the Trust Account in accordance with the provisions of paragraph 1(i) hereof, and distributed the Property in accordance with
the provisions of the Termination Letter, this Agreement shall terminate except with respect to Paragraph 3(b).


 



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7.     Miscellaneous.


 


(a)    The Company and the Trustee each acknowledge that the
Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company
and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons.
Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to
such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee will rely upon all information
supplied to it by the Company, including account names, account numbers and all other identifying information relating to a beneficiary,
beneficiary’s bank or intermediary bank. The Trustee shall not be liable for any loss, liability or expense resulting from
any error in the information or transmission of the wire.


 


(b)    This 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. It may be executed in several original or facsimile
counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c)    This Agreement contains the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof. Except for Section 1(i) (which may not be amended under any circumstances),
this Agreement or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties hereto;
provided, however, that no such change, amendment or modification may be made without the prior written consent of Cantor Fitzgerald.
As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury.
The Trustee may require from Company counsel an opinion as to the propriety of any proposed amendment.


 


(d)    The parties hereto consent to the jurisdiction and venue
of any state or federal court located in the City of New York, Borough of Manhattan, for purposes of resolving any disputes hereunder.


 


(e)    Any notice, consent or request to be given in connection
with any of the terms or provisions of this 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 by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer


& Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven G. Nelson, Chairman, and Frank
A. DiPaolo, CFO


Fax No.: (212) 509-5150


 



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if to the Company, to:


 


Harmony Merger Corp.


777 Third Avenue, 37th Floor


New York, New York 10017


Attn: Eric. S. Rosenfeld,
Chairman and Chief Executive Officer


 Fax No.: (___) ___-____


 


in either case with a copy to:


 


Cantor Fitzgerald & Company


499 Park Avenue


New York, New York 10022


Attn: David Batalion


Fax No.: (___) ___-____


 


(f)     This Agreement may not be assigned by the Trustee without
the prior consent of the Company.


 


(g)    Each of the Trustee and the Company hereby represents
that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations
as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account,
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event that
the Trustee has a claim against the Company under this Agreement, the Trustee will pursue such claim solely against the Company
and not against the Property held in the Trust Account.


 


(h)    Each of the Company and the Trustee hereby acknowledge
that Cantor Fitzgerald is a third party beneficiary of this Agreement.


 


[Signature Page Follows]





 



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IN WITNESS WHEREOF, the parties have duly executed this Investment
Management Trust Agreement as of the date first written above.


 





	 	
        CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee

         

        

        By: ____________________________

        Name: Frank A. Di Paolo

        Title: Trust Officer

         

         

         

        HARMONY MERGER CORP.

         

        

        By: ____________________________

        Name:

        Title: 








 


 



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SCHEDULE A


 





	Fee Item	Time and method of payment 	Amount
	Initial acceptance fee	Initial closing of IPO by wire transfer 	$2,000
	Annual fee	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	$10,000
	Transaction processing fee for disbursements to Company under Section 2	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	$250
	Paying Agent services as required pursuant to section 1(i) 	Billed to Company upon delivery of service pursuant to section 1(i) 	
         

        Prevailing rates

         



 


 



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EXHIBIT
A


[Letterhead of
Company]


 


[Insert
date]


 


Continental
Stock Transfer


    & Trust Company


17
Battery Place


New
York, New York 10004


Attn:
Steven Nelson and Frank DiPaolo


 


Re:    Trust
Account No. [_________] - Termination Letter


 


Gentlemen:


 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Harmony Merger Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2014 (“Trust Agreement”), this
is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target
Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert
date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination
(“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in
the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________
and to transfer the proceeds to the above-referenced account at   to the effect that, on the Consummation Date, all of funds
held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on
the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution,
the Company will not earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been
consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies
the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) joint written
instructions from it and Cantor Fitzgerald & Co. with respect to the transfer of the funds held in the Trust Account, including
payment of the Deferred Underwriting Fee from the Trust Account (“Instruction Letter”). You are hereby directed and
authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction
Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may
not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct
you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon
the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have
not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the
business day immediately following the Consummation Date as set forth in the notice.


 


	 	 Very truly yours,


 


HARMONY MERGER CORP.


 


By:________________________________


      Eric S. Rosenfeld, Chairman
of the Board


 


By:________________________________


      David D. Sgro, Chief
Operating Officer









 


AGREED TO AND


ACKNOWLEDGED BY


 


CANTOR FITZGERALD & CO.


 


By:________________________________


 


 



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EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer


    & Trust Company


17
Battery Place


New
York, New York 10004


Attn:
Steven Nelson and Frank DiPaolo


 


Re:    Trust
Account No. [________] - Termination Letter


 


Gentlemen:


 


Reference is made
to the Investment Management Trust Agreement between Harmony Merger Corp. (“Company”) and Continental Stock Transfer
& Trust Company, dated as of _______, 2014 (“Trust Agreement”). Capitalized words used herein and not otherwise
defined shall have the meanings ascribed to them in the Trust Agreement.


 


Pursuant to Section
1(j) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the
terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account on [ ] and to transfer $_____ of the proceeds
of the Trust to the checking account at [ ] for distribution to the stockholders that have requested conversion of their shares
in connection with such Amendment. The remaining funds shall be reinvested by you as previously instructed.


 


	 	 Very truly yours,


 


HARMONY MERGER CORP.


 


By:________________________________


      Eric S. Rosenfeld, Chairman
of the Board


 


By:________________________________


      David D. Sgro, Chief
Operating Officer









cc: Cantor Fitzgerald & Co.






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EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer


    & Trust Company


17
Battery Place


New
York, New York 10004


Attn:
Steven Nelson and Frank DiPaolo


 


Re:    Trust Account No. [________]
- Termination Letter


 


Gentlemen:


 


Pursuant to paragraph
1(i) of the Investment Management Trust Agreement between Harmony Merger Corp. (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of  , 2014 (“Trust Agreement”), this
is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame
specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus
relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust
Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________
and to transfer the total proceeds to the Trust Checking Account at  to await distribution to the Public Stockholders. The
Company has selected ____________, 20__ as the record date for the purpose of determining the Public Stockholders entitled to receive
their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds
while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying
Agent, to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement and the
Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds in the Trust Account,
your obligations under the Trust Agreement shall be terminated.


 


	 	 Very truly yours,


 


HARMONY MERGER CORP.


 


By:________________________________


      Eric S. Rosenfeld, Chairman
of the Board


 


By:________________________________


      David D. Sgro, Chief
Operating Officer









cc: Cantor Fitzgerald & Co.


 



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EXHIBIT
D


 


[Letterhead of
Company]


 


[Insert date]


 


Continental
Stock Transfer


    & Trust Company


17
Battery Place


New
York, New York 10004


Attn:
Frank Di Paolo and Cynthia Jordan


 


Re:    Trust
Account No. [________] 


 


Gentlemen:


 


Pursuant to paragraph
2(a) of the Investment Management Trust Agreement between Harmony Merger Corp. (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of ________, 2014 (“Trust Agreement”), the
Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof.
The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	 Very truly yours,


 


HARMONY MERGER CORP.


 


By:________________________________


      Eric S. Rosenfeld, Chairman
of the Board


 


By:________________________________


      David D. Sgro, Chief
Operating Officer









cc: Cantor Fitzgerald & Co.


 



    	14



    	 



    

 


EXHIBIT
E


 


[Letterhead of Company]


 


[Insert date]


 


Continental
Stock Transfer


   & Trust Company


17
Battery Place


New
York, New York 10004


Attn:
Frank Di Paolo and Cynthia Jordan


 


Re:    Trust
Account No. [_________]


 


Gentlemen:


 


Pursuant to paragraph
2(b) of the Investment Management Trust Agreement between Harmony Merger Corp. (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of ________, 2014 (“Trust Agreement”), the
Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof.
The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working
capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via
wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]





	 	 Very truly yours,


 


HARMONY MERGER CORP.


 


By:________________________________


      Eric S. Rosenfeld, Chairman
of the Board


 


By:________________________________


      David D. Sgro, Chief
Operating Officer









 


cc: Cantor Fitzgerald & Co.


 


15