Exhibit 10.14


 


	Hydra Industries Acquisition Corp.	October 24, 2014
	3 Columbus Circle	 
	16th Floor	 
	New York, New York 10019	 


 


		Re:	Agreement among Sponsors



 


Gentlemen:


 


This letter (this “Letter Agreement”)
is being executed and delivered in connection with the proposed underwritten initial public offering (the “Public Offering”)
by Hydra Industries Acquisition Corp., a Delaware corporation (the “Company”) of units (the “Units”),
each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
one right (each, a “Right,” and together, the “Rights”) entitling the holder thereof to receive
one-tenth of one share of Common Stock upon the Company’s completion of a Business Combination (as defined below) and one
warrant (each, a “Warrant,” and together, the “Warrants”). The Units shall be sold in the
Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by
the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company shall apply
to have the Units listed on the NASDAQ Capital Market. Certain capitalized terms used herein are defined in paragraph 4 hereof.


 


Each of Hydra Industries Sponsor LLC (“Hydra”)
and MIHI LLC (“Macquarie” and together with the Hydra, the “Sponsors”) hereby agree among
each other as follows:


 


1.          Each
Sponsor shall use best efforts so as to not permit the Company to enter into a contract involving amounts in excess of $25,000
(other than an underwriting agreement) without approval of one of the Hydra designees to the Company’s board of directors
(the “Board”) and the Macquarie designee to the Board. Notwithstanding the foregoing, in the event A. Lorne
Weil is obligated to indemnify the trust as described in the Prospectus, Macquarie shall indemnify A. Lorne Weil for 50% of such
amount.


 


2.          Until
such time as the Prospectus shall be declared effective, the Sponsors agree to take such action so as to ensure that as of the
effective time of such Prospectus and at all times thereafter until consummation of the Business Combination the Board shall consist
of five persons in total, two persons designated by Hydra (one of whom is deemed by applicable rules and regulations to be an independent
director), one person designated by Macquarie and two persons mutually selected by the Sponsors who are deemed by applicable rules
and regulations to be independent directors. Notwithstanding the foregoing, nothing herein shall prevent the Sponsors from taking
action necessary to comply with legal, regulatory or exchange rules including, but not limited to, adding additional board members
or making other changes to the composition of the Board.


 




    	 



    	 



    

 


Hydra Industries Acquisition Corp.


October 24, 2014


Page 2


 


3.          The
affirmative written consent of Macquarie is required before the Company can consummate its Business Combination; provided, however,
that if, prior to the execution of a letter of intent in connection with a prospective Business Combination, Macquarie withholds
such consent because of (i) regulatory reasons or (ii) the Business Combination involves a competitor to Macquarie, its affiliates,
or an entity in which Macquarie or an affiliate has an equity interest (clauses (i) and (ii), each a “Triggering Event”),
then the Company may proceed with such Business Combination but Macquarie shall not be obligated to settle the purchase of securities
under the Contingent Forward Purchase Contract (defined below). If the Company elects to move forward with a Business Combination
after the occurrence of a Triggering Event, Hydra will use its best efforts to facilitate a sale of Macquarie’s warrants
and founders shares in the Company to a transferee or transferees (the “Transferee”). The Transferee shall not
be subject to the rights and obligations of this Letter Agreement but shall be subject to the transfer restrictions, lock-up provisions,
registration rights and voting obligations of that certain Letter Agreement, dated as of October 24, 2014, by and among the Company
and the officers, directors and certain securityholders of the Company, and other such restrictions of Macquarie’s founders
shares and warrants. Upon the occurrence of such transfer, the term of the Macquarie designee to the Board shall automatically
terminate, and such Board seat shall be vacant until filled by a successor duly appointed by Hydra. In the event that (x) the Company
fails to consummate a Business Combination within 24 months from the closing of the Public Offering (the “Business Combination
Deadline”) and (y) if the Board of Directors of the Company had during such 24 month period met and agreed to enter into
a definitive acquisition agreement for a Business Combination and such vote was unanimous (with the exception of the Macquarie
Board designee), and within 48 hours after receipt of notification of such facts (the “Notification Deadline”)
Macquarie failed to provide its written consent to such Business Combination, then Macquarie shall be obligated to promptly pay
to Hydra a break-up fee equal to $740,000 (the “Break-Up Fee”) in cash. In the event that Macquarie declines
to consent to such Business Combination and its decision was not a result of a Triggering Event, then it shall so inform the Company.
Notwithstanding the foregoing, the Break-Up Fee shall not be payable if (i) after the Board agreed to enter into a definitive acquisition
agreement with respect to a Business Combination with a potential target and before the Notification Deadline, such target shall
suffer a Material Adverse Change (as defined below) or (ii) the Company decides to proceed with a Business Combination without
Macquarie’s consent to consummate such Business Combination in the case of a Triggering Event and fails to consummate a Business
Combination by the Business Combination Deadline.


 


4.          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) “Material
Adverse Change” shall mean any event, state of facts, circumstance, development, change, effect or occurrence that is
materially adverse to (x) the ability of the target to timely perform its obligations under the business combination agreement,
or (y) the business, financial condition or results of operations of the target and its subsidiaries, taken as a whole, other than
any event, state of facts, circumstance, development, change effect or occurrence resulting from (a) changes in general economic
or political conditions or the securities, credit or financial markets in general, (b) general changes or developments in the industries
in which the target and its subsidiaries operate, including general changes in applicable law across such industries, (c) the announcement
of the Business Combination agreement or the pendency of the transactions contemplated thereby, including disputes or any fees
or expenses incurred in connection therewith.


 


5.          This
Letter Agreement and the Contingent Forward Purchase Contract dated October 24, 2014 between Macquarie and the Company (the “Contingent
Forward Purchase Contract”) constitute the entire agreement and understanding of the parties hereto in respect of the
subject matter hereof and supersede all prior understandings, agreements, or representations by or among the parties hereto, written
or oral, to the extent they relate to the subject matter hereof. 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.


 


6.          This
Letter Agreement shall be binding on the Sponsors and each of their permitted successors and assigns of the underlying equity securities
held by the Sponsors.


 




    	 



    	 



    

 


Hydra Industries Acquisition Corp.


October 24, 2014


Page 3



 


7.          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 submits
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waives any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.


 


8.          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.


 


9.          This
Letter Agreement shall terminate in the event that the Public Offering is not consummated and closed by March 31, 2015.


 


[Signature Page follows]


 




    	 



    	 



    

 


Hydra Industries Acquisition Corp.


October 24, 2014


Page 4


 


	 	MIHI LLC
	 	 
	 	By:	/s/Duncan Murdoch
	 	 	Name: Duncan Murdoch
	 	 	Title: Vice President
	 	 	 
	 	By:	/s/Drew Reid
	 	 	Name: Drew Reid
	 	 	Title: Authorized Signatory
	 	 
	 	HYDRA INDUSTRIES SPONSOR LLC
	 	 
	 	By:	/s/Martin E. Schloss
	 	 	Name: Martin E. Schloss
	 	 	Title: Executive Vice President
	 	 	 
	 	 	/s/A. Lorne Weil
	 	 	A. Lorne Weil


 




    	 



    	 



    

 


Hydra Industries Acquisition Corp.


October 24, 2014


Page 5


 


	Acknowledged and Agreed:	 
	 	 
	HYDRA INDUSTRIES ACQUISITION CORP.	 
	 	 
	By:	/s/Martin E. Schloss	 
	 	Name:  Martin E. Schloss	 
	 	Title: Executive Vice President