Exhibit 10.11





 


July 29, 2015


 


Easterly Acquisition Corp.


138 Conant Street


Beverly, MA 01915


 


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 or proposed to be entered into by and between Easterly Acquisition Corp., a Delaware corporation (the “Company”),
and Citigroup Global Markets Inc. (the “Underwriters”), relating to an underwritten initial public offering
(the “Public Offering”), of 20,700,000 of the Company’s units (including up to 2,700,000 Units
that may be purchased to cover over-allotments, if any) (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 (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 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
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 11 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, Easterly Acquisition Sponsor, LLC (the “Sponsor”)
and the undersigned individuals, each of whom is a director or member of the Company’s management team (each, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


1.The Sponsor and each Insider agrees that
if the Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed Business Combination,
it, he or she shall (i) vote any shares of Common 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 shareholder approval.


 


2.The Sponsor and each Insider hereby agrees
that in the event that the Company fails to consummate a Business Combination within 24 months from the closing of the Public Offering,
or such later period approved by the Company’s shareholders in accordance with the Company’s amended and restated certificate
of incorporation, the Sponsor and Insiders 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,
including interest (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish all Public Shareholders’
rights as shareholders (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 shareholders
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 to
not propose any amendment to the Company’s amended and restated certificate of incorporation that would affect the substance
or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination
within 24 months from the closing of the Public Offering, unless the Company provides its public shareholders 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 (which interest shall be net of taxes payable), divided
by the number of then outstanding public 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. 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 shareholder vote to approve such Business Combination or in the context of a tender offer made by the Company
to purchase shares of Common Stock (although the Sponsor and Insiders shall be entitled to redemption and liquidation rights with
respect to any shares of Common Stock (other than the Founder Shares) it or they hold if the Company fails to consummate a Business
Combination within 24 months from the date of the closing of the Public Offering).


 


3.Notwithstanding the provisions
set forth in paragraphs 7(a) and (b) below, 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 Citigroup Global
Markets Inc., (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, and the rules and
regulations of the Commission promulgated thereunder, with respect to any Units, shares of Common Stock, Warrants or any securities
convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, if any, (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, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned
by it, if any, 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, including the filing of a registration statement, 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 3 or paragraph 7 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.


 


4.In the event of the liquidation
of the Trust Account, David Cody, Darrell Crate and Avshalom Kalichstein (the “Managing Directors”) (which
for purposes of clarification shall not extend to any other shareholders, members or managers of the Sponsor) agree 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, or any claim whatsoever) 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) a prospective target business with which the Company has entered
into an acquisition agreement (a “Target”); provided, however, that such indemnification of the
Company by the Managing Directors shall 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 and Underwriters) or products sold to the Company or a
Target do not reduce the amount of funds in the Trust Account to below (i) $10.00 per share of the Offering Shares or (ii) such
lesser amount per share of the Offering Shares held in the Trust Account due to reductions in the value of the trust assets as
of the date of the liquidation of the Trust Account, in each case, net of the amount of interest earned on the property in the
Trust Account which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all
rights to seek access to the trust account and except as 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 Managing Directors shall not be responsible to the extent of
any liability for such third party claims. The Managing Directors shall have the right to defend against any such claim with counsel
of their choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the
Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.


 






     


     

    




 





5.To the extent that the Underwriters
do not exercise their over-allotment option to purchase up to an additional 2,700,000 shares of Common Stock within 45 days from
the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees that it shall forfeit, at no cost,
a number of Founder Shares in the aggregate equal to 675,000 multiplied by a fraction, (i) the numerator of which is 2,700,000
minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and
(ii) the denominator of which is 2,700,000. The forfeiture will be adjusted to the extent that the over-allotment option is not
exercised in full by the Underwriters so that the pre-offering shareholders will own an aggregate of 20.0% of the Company’s
issued and outstanding shares of Common Stock after the Public Offering. The Sponsor further agrees that to the extent that the
size of the Public Offering is increased or decreased, the Company will purchase or sell shares of Common Stock or effect a share
repurchase or share capitalization, as applicable, immediately prior to the consummation of the Public offering in such amount
as to maintain the ownership of the pre-offering shareholders prior to the Public Offering at 20.0% of its issued and outstanding
shares of Common Stock upon the consummation of the Public Offering.


 


6. (a) The Sponsor and each Insider hereby
agrees not to participate in the formation of, or become an officer or director of, any other blank check company unless the Company
has failed to complete a Business Combination within 24 months after the closing of the Public Offering. Such restriction does
not preclude the Sponsor from pursuing limited partnership interests in asset management companies. For the avoidance of doubt,
the Sponsor and each Insider are allowed to participate in the formation of, or become an officer or director of, another blank
check company upon completion of the Business Combination.


 


(b) The Sponsor and each Insider hereby agrees
and acknowledges that: (i) each of the Underwriters and the Company would be irreparably injured in the event of a breach by such
Sponsor or Insider of his, her or its obligations under paragraphs 1, 2, 3, 4, 5, 6(a), 7(a), 7(b), and 9 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.


 


7. (a) The Sponsor and each Insider agrees
that it, he or she shall not Transfer (as defined below) any Founder Shares until one year after the completion of the Company’s
initial Business Combination or earlier if, subsequent to the Business Combination, (x) the last sale price of the Common Stock
equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) 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 following the completion of the Company’s initial Business Combination on which the Company completes a liquidation,
merger, share exchange or other similar transaction that results in all of the Company’s shareholders 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 effectuate any Transfer of Private Placement Warrants or shares of Common Stock issued or issuable
upon the conversion 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 7(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 and that are held by the initial purchasers of the Private Placement
Warrants or their permitted transferees (that have complied with this paragraph 7(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 members of the
Sponsor or their affiliates, or any affiliates of the Sponsor; (b) in the case of an individual, transfers by gift to a member
of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate
family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, transfers by virtue of
laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to a qualified
domestic relations order; (e) transfers by private sales or transfers made in connection with the consummation of a Business Combination
at prices no greater than the price at which the securities were originally purchased; (f) transfers by virtue of the laws of the
State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (g) transfers in
the event of the Company’s liquidation prior to the completion of an initial Business Combination; and (h) in the event of
the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the
Company’s shareholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent
to the completion of the Company’s initial Business Combination; provided, however, that in the case of clauses (a)
through (f), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein.


 




     


     

    

 


8. 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 respects
and does not omit any material information with respect to the undersigned’s background. Each Insider’s questionnaire
furnished to the Company is true and accurate in all respects. Each Insider represents and warrants that: the undersigned 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; the undersigned 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 the undersigned is not currently a defendant in any such criminal
proceeding.


 


9.Except as disclosed in the
Prospectus, neither the Sponsor or any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of
the Company, 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 of the Public Offering held in the Trust Account prior to the completion of the initial
Business Combination: repayment of a loan and advances of an aggregate of $100,000 made to the Company by the Sponsor; repayment
of an advance of $12,500 to an affiliate of the Sponsor; payment to an affiliate of the Sponsor for office space, utilities and
secretarial support 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 certain of the Company’s officers and 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 $1,000,000 of such loans may be
convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender.
Such warrants would be identical to the Private Placement Warrants.


 


10.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 a director on the board of directors of the Company and hereby consents to being named in the Prospectus as a director
of the Company.


 


11.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) “Founder Shares” shall mean
the 5,175,000 shares of the Common Stock beneficially held by the Sponsor (or 4,500,000 shares if the over-allotment option is
not exercised by the Underwriters) for an aggregate purchase price of $25,000, at $0.0001 par value per share, prior to the consummation
of the Public Offering; (iii) “Private Placement Warrants”  shall mean the Warrants to purchase
up to 6,250,000 shares of Common Stock of the Company (or 6,925,000 shares of Common Stock if the over-allotment option is exercised
in full) that are acquired by the Sponsor for an aggregate purchase price of $6,250,000 in the aggregate (or $6,925,000 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; (iv) “Public Shareholders” shall mean the holders of securities
issued in the Public Offering; (v) “Trust Account” shall mean the trust fund into which a portion of
the net proceeds of the Public Offering shall be deposited; and (vi) “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 Securities Exchange Act of 1934, as
amended, 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).


 




     


     

    

 


12.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.






13.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 party. 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 Insiders and
their respective successors, assigns and permitted transferees.


 


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. 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.


 


15.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.


 


16.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, however,
that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by December
31, 2015, provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature page follows]


 




     


     

    

 


	 	Sincerely,
	 	 	 
	 	Easterly Acquisition Sponsor, LLC
	 	 	 
	 	By:	/s/ Darrell Crate
	 	Name: Darrell Crate
	 	Title: Authorized Signatory
	 	 	 
	 	By:	/s/ Avshalom Kalichstein
	 	Name: Avshalom Kalichstein
	 	 	 
	 	By:	/s/ Darrell Crate
	 	Name: Darrell Crate
	 	 	 
	 	By:	/s/ Jurgen Lika
	 	Name: Jurgen Lika
	 	 	 
	 	By:	/s/ David W. Knowlton
	 	Name: David W. Knowlton
	 	 	 
	 	By:	/s/ Thomas W. Purcell
	 	Name: Thomas W. Purcell
	 	 	 
	 	By:	/s/ James N. Hauslein
	 	Name: James N. Hauslein


 


	Acknowledged and Agreed,	 
	 	 	 
	Easterly Acquisition Corp.	 
	 	 	 
	By:	/s/ Avshalom Kalichstein	 
	 	 	 
	Name: Avshalom Kalichstein	 
	Title: Chief Executive Officer	 


 


[Signature page to Insider Letter]