Exhibit 10.1


 


 


____________ __, 2014


 


 


Harmony Merger Corp.


777 Third Avenue, 37th Floor


New York, New York 10017


 


Cantor
Fitzgerald & Co.


499
Park Avenue


New
York, New York 10022


 


Re:Initial
Public Offering


 


Ladies and Gentlemen:


 


This letter is being
delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered
into by and between Harmony Merger Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald
& Co., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto
(the “Underwriters”), relating to an underwritten initial public offering (the “IPO”)
of the Company’s units (the “Units”), each comprised of one share of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”), and one warrant (“Warrant”)
to purchase three-fourths of one share of Common Stock. Certain capitalized terms used herein are defined in paragraph 15 hereof.


 


In order to induce the
Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit
that such IPO will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 

1.   If the Company solicits approval
of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock beneficially owned by him,
her or it, whether acquired before, in or after the IPO, in favor of such Business Combination. The foregoing provision may not
be amended under any circumstances.


 


2.   (a) In the event that the Company
fails to consummate a Business Combination within 24 months from the closing of the Company’s IPO, the undersigned shall
take all reasonable steps to (i) cause the Company to cease all operations except for the purpose of winding up, (ii) as promptly
as possible, but no more than ten business days after the expiration of such period, cause the Trust Fund to be liquidated and
distributed to the holders of IPO Shares and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of the Company’s remaining holders of Common Stock and the Board of Directors, cause the Company to dissolve and
liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims
of creditors and the requirements of other applicable law.


 



    	



    	 



    




 


(b) The undersigned
hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any remaining
net assets of the Company as a result of such liquidation with respect to his, her or its Insider Shares or Private Units (and
the underlying shares of Common Stock) (“Claim”) and hereby waives any Claim the undersigned may have
in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against
the Trust Fund for any reason whatsoever. The undersigned acknowledges and agrees that there will be no distribution from the Trust
Fund with respect to any Warrants underlying the Private Units, all of which will terminate on the Company’s liquidation.


 


[(c) In the
event of the liquidation of the Trust Fund, the undersigned agrees to indemnify and hold harmless the Company against any and
all loss, liability, claims, 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 vendor or other person
who is owed money by the Company for services rendered or products sold or contracted for, or (ii) by any target business
that the Company has entered into discussions with or entered into a definitive agreement with; provided, however, that such indemnification of the
Company by the undersigned 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) or products sold to the Company or a prospective target business do not reduce the amount of funds in the Trust Fund to below $10.20 per share of the IPO
Shares, 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 undersigned shall not be responsible to the extent of any liability for such third party claims.
The undersigned 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 undersigned, the undersigned notifies the Company in writing that he shall undertake such defense.]1


 


3.   The undersigned will escrow
all of his, her or its Insider Shares pursuant to the terms of a Stock Escrow Agreement which the Company will enter into with
the undersigned and an escrow agent acceptable to the Company.


 


4.   The undersigned agrees that
until the Company consummates a Business Combination, the undersigned’s Private Units will be subject to the transfer restrictions
described in the Subscription Agreement relating to the undersigned’s Private Units.


 


5.   In order to minimize potential
conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the Company for its consideration,
prior to presentation to any other person or entity, any suitable opportunity to acquire a target business, until the earlier of
the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary
and contractual obligations the undersigned might have.


 


____________


1
To be included for Eric S. Rosenfeld Letter only.


 



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6.   The undersigned acknowledges
and agrees that prior to entering into a Business Combination with a target business that is affiliated with any Insiders of the
Company or their affiliates, such transaction must be approved by a majority of the Company’s disinterested independent directors
and the Company must obtain an opinion from an independent investment banking firm that such Business Combination is fair to the
Company’s unaffiliated stockholders from a financial point of view.


 


7.   Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
and will not accept any compensation or other cash payment prior to, or for services rendered in order to effectuate, the consummation
of the Business Combination[; provided that the Company shall be allowed to repay a non-interest bearing loan in an aggregate
amount of $50,000 made to the Company by the undersigned to cover the IPO expenses; provided further that the Company shall be
allowed to pay $12,500 per month to Crescendo Advisors II, LLC, an affiliate of the undersigned, for office space and related
services]2; provided [further] that the
Company shall be allowed to repay working capital loans made by the undersigned to the Company in cash upon consummation of the
Business Combination or, at the undersigned’s discretion, with respect to up to an aggregate of $500,000 of working capital
loans from all lenders, by converting such loans into units at a price of $10.00 per unit, as more fully described in the Registration
Statement. Notwithstanding the foregoing, the undersigned and any affiliate of the undersigned shall be entitled to reimbursement
from the Company for their out-of-pocket expenses incurred in connection with identifying, investigating and consummating a Business
Combination.


 





8.   Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned
or any affiliate of the undersigned originates a Business Combination.


_____________


2
To be included for Eric S. Rosenfeld letter only.


 



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9.   The
undersigned agrees to be the _________ of the Company until the earlier of the consummation by the Company of a Business Combination
or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company and the
Representative is true and accurate in all material respects and does not omit any material information with respect to the undersigned’s
biography. The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and
accurate in all material respects. The undersigned represents and warrants that:


		(a)	he/she/it has never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i)
him/her/it or any partnership in which he/she/it was a general partner at or within two years before the time of filing; or (ii)
any corporation or business association of which he/she/it was an executive officer at or within two years before the time of such
filing;



		(b)	he/she/it has never had a receiver, fiscal agent or similar officer been appointed by a court for his/her/its business or property,
or any such partnership;



		(c)	he/she/it has never been convicted of fraud in a civil or criminal proceeding;



		(d)	he/she/it/ has never been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding
traffic violations and minor offenses);



		(e)	he/she/it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of
any court of competent jurisdiction, permanently or temporarily enjoining or otherwise limiting him/her/it from (i) acting as a
futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”) or an associated person of
any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director
or employee of any investment company, bank, savings and loan association or insurance company, or from engaging in or continuing
any conduct or practice in connection with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal
or state securities or federal commodities laws;



		(f)	he/she/it has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of
any federal or state authority barring, suspending or otherwise limiting for more than 60 days your right to engage in any activity
described in 9(e)(i) above, or to be associated with persons engaged in any such activity;



 






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		(g)	he/she/it has never been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal
or state securities law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended
or vacated;



		(h)	he/she/it has never been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal
commodities law, where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or
vacated;



		(i)	he/she/it has never been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree
or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities
or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including,
but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary
or permanent cease-and desist order, or removal or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud
or fraud in connection with any business entity;



		(j)	he/she/it has never been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated,
or any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that
has disciplinary authority over its members or persons associated with a member;



		(k)	he/she/it has never been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security;
(ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter,
broker, dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;



		(l)	he/she/it was never subject to a final order of a state securities commission (or an agency of officer of a state performing
like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance
commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the Commodity
Futures Trading Commission; or the National Credit Union Administration that is based on a violation of any law or regulation that
prohibits fraudulent, manipulative, or deceptive conduct;



 


 



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		(m)	he/she/it has never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time
of such sale, restrained or enjoined him/her/it from engaging or continuing to engage in any conduct or practice: (i) in connection
with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of
the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor
of purchasers of securities;



		(n)	he/she/it has never been subject to any order of the SEC that orders him/her/it to cease and desist from committing or causing
a future violation of: (i) any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to,
Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 206(1) of the
Advisers Act or any other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;



		(o)	he/she/it has never been named as an underwriter in any registration statement or Regulation A offering statement filed with
the SEC that was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently,
the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued;



		(p)	he/she/it has never been subject to a United States Postal Service false representation order, or is currently subject to a
temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute
a scheme or device for obtaining money or property through the mail by means of false representations;



		(q)	he/she/it is not subject to a final order of a state securities commission (or an agency of officer of a state performing like
functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission
(or an agency or officer of a state performing like functions); an appropriate federal banking agency; the Commodity Futures Trading
Commission; or the National Credit Union Administration that bars the undersigned from: (i) association with an entity regulated
by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging
in savings association or credit union activities;



 



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		(r)	he/she/it is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act
of 1934 (the “Exchange Act”) or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers
Act”) that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal securities dealer
or investment adviser; (ii) places limitations on the activities, functions or operations of, or imposes civil money penalties
on, such person; or (iii) bars the undersigned from being associated with any entity or from participating in the offering of any
penny stock; and



		(s)	he/she/it has never been suspended or expelled from membership in, or suspended or barred from association with a member of,
a securities self-regulatory organization (e.g., a registered national securities exchange or a registered national or affiliated
securities association) for any act or omission to act constituting conduct inconsistent with just and equitable principles of
trade.



 


10. The undersigned has full right
and power, without violating any agreement by which he is bound, to enter into this letter agreement and to serve as _________
of the Company.


 


11. In connection with any vote
to approve a Business Combination or an amendment to the Company’s Amended and Restated Certificate of Incorporation prior
to the consummation of such a Business Combination, the undersigned hereby waives his, her or its right to exercise conversion
rights with respect to [any shares of the Common Stock owned or to be owned by the undersigned, directly or indirectly, whether
purchased by the undersigned prior to the IPO, in the IPO or in the aftermarket]3 [any Insider Shares or shares of Common Stock underlying the Private units]4, and agrees that he, she or it will not seek conversion
with respect to, or otherwise sell, such shares in connection with any vote to approve a Business Combination with respect thereto.
The foregoing provision may not be amended under any circumstances.


 


12. The undersigned hereby agrees
to not propose, or vote in favor of, an amendment to Article Sixth of the Company’s Amended and Restated Certificate of Incorporation
prior to the consummation of a Business Combination unless the Company provides dissenting holders of IPO Shares with the opportunity
to convert their IPO Shares in connection with any such vote.


 


[13.In the event
that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient to
complete such liquidation, the undersigned agrees to advance such funds necessary to complete such liquidation and agrees not
to seek repayment for such expenses.]5


 


_____________


3 To be
included for all holders except NPIC Limited, DKU 2013 LLC, The K2 Principal Fund L.P. and Covalent Capital Partners Master Fund L.P.



4 To be
included for NPIC Limited, DKU 2013 LLC, The K2 Principal Fund L.P. and Covalent Capital Partners Master Fund L.P.



5 To
be included for Eric S. Rosenfeld letter only.



 



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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 undersigned hereby
(i) agrees that any action, proceeding or claim against him, her or it arising out of or relating in any way to this letter agreement
(a “Proceeding”) shall be brought and enforced in the courts of the State of New York of the United States
of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive,
(ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum and (iii) irrevocably
agrees to appoint Graubard Miller as agent for the service of process in the State of New York to receive, for the undersigned
and on his, her or its behalf, service of process in any Proceeding.


 


15. As used herein, (i) a “Business
Combination” shall mean a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination with one or more businesses or entities; (ii) “Insiders” shall
mean all officers, directors and stockholders of the Company immediately prior to the IPO; (iii) “Insider Shares”
shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO; (iv) “IPO Shares”
shall mean the shares of Common Stock issued in the Company’s IPO; (v) “Private Units” shall meanthe
Units purchased in the private placement taking place simultaneously with the consummation of the Company’s IPO; (vi) “Registration
Statement” means the registration statement on Form S-1 (File No. 333-197330) filed by the Company with respect to
the IPO; and (vii) “Trust Fund” shall mean the trust fund into which a portion of the net proceeds of
the Company’s IPO will be deposited.


 


16. 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.


 


17. 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 parties hereto and any
successors and assigns thereof.


 



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18.The undersigned acknowledges and
understands that the Underwriters and the Company will rely upon the agreements, representations and warranties set forth herein
in proceeding with the IPO. 


 





	 
	Print Name of Insider
	 
	 
	Signature





 


 


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