15,000,000 Units FORUM MERGER CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2017 • Forum Merger Corp • Blank checks • New York
Forum Merger Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • March 29th, 2017 • Forum Merger Corp • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of [ ], 2017 is between Forum Merger Corporation, a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
Forum Merger Corporation New York, NY 10036Forum Merger Corp • March 21st, 2017 • Blank checks • New York
We are pleased to accept the offer Forum Investors I, LLC (the “Subscriber” or “you”) has made to purchase 3,593,750 shares of Class F common stock (the “Shares”), $.0001 par value per share (the “Class F Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 468,750 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Forum Merger Corporation, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2017 • Forum Merger Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 6th day of April, 2017, by and between Forum Merger Corporation, a Delaware corporation (the “Company”), and Forum Investors I, LLC (the “Investor”).
INDEMNITY AGREEMENTIndemnity Agreement • March 29th, 2017 • Forum Merger Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2017, by and between FORUM MERGER CORPORATION, a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Forum Merger Corp • April 12th, 2017 • Blank checks • New York
This is to confirm our agreement whereby Forum Merger Corporation, a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-216842) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • March 21st, 2017 • Forum Merger Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 15th day of March 2017, by and between Forum Merger Corporation, a Delaware corporation (the “Company”), having its principal place of business at 135 East 57th Street, 8th Floor, New York, NY 10022, and Forum Investors I, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 135 East 57th Street, 8th Floor, New York, NY 10022.
AGREEMENT AND PLAN OF MERGER among: CONVERGEONE HOLDINGS, INC., a Delaware corporation; PVKG INTERMEDIATE HOLDINGS INC., a Delaware corporation; and PVKG MERGER SUB, INC., a Delaware corporation Dated as of November 6, 2018Agreement and Plan of Merger • November 7th, 2018 • ConvergeOne Holdings, Inc. • Services-prepackaged software • Delaware
INDEMNITY AGREEMENTIndemnity Agreement • February 1st, 2018 • Forum Merger Corp • Services-prepackaged software • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of ______________, 201__, between ConvergeOne Holdings, Inc., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
RIGHT AGREEMENTRight Agreement • April 12th, 2017 • Forum Merger Corp • Blank checks • New York
This Right Agreement (this “Agreement”) is made as of April 6, 2017 between Forum Merger Corporation, a Delaware corporation, with offices at 135 East 57th Street, 8th Floor, New York, New York 10022 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Rights Agent”).
WARRANT AGREEMENTWarrant Agreement • February 26th, 2018 • ConvergeOne Holdings, Inc. • Services-prepackaged software • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of February 22, 2018 is between ConvergeOne Holdings, Inc., a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
WARRANT AGREEMENTWarrant Agreement • April 12th, 2017 • Forum Merger Corp • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of April 6, 2017 is between Forum Merger Corporation, a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 12th, 2017 • Forum Merger Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of April 6, 2017 (“Agreement”), by and among FORUM MERGER CORPORATION, a Delaware corporation (“Company”), FORUM INVESTORS I, LLC, a Delaware limited liability company (the “Founder”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTAmended and Restated Unit Subscription Agreement • April 12th, 2017 • Forum Merger Corp • Blank checks • New York
This AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 6th day of April 2017, by and between Forum Merger Corporation, a Delaware corporation (the “Company”), having its principal place of business at 135 East 57th Street, 8th Floor, New York, NY 10022, and Forum Investors I, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 135 East 57th Street, 8th Floor, New York, NY 10022.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 12th, 2017 • Forum Merger Corp • Blank checks • New York
This Agreement is made as of April 6, 2017 by and between Forum Merger Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 29th, 2017 • Forum Merger Corp • Blank checks • New York
This Agreement is made as of [ ], 2017 by and between Forum Merger Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
TERM LOAN AGREEMENT dated as of April 10, 2018 among C1 HOLDINGS CORP., as the Borrower, C1 INTERMEDIATE CORP., as Holdings THE LENDERS PARTY HERETO, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and as Collateral Agent CREDIT...Term Loan Agreement • April 11th, 2018 • ConvergeOne Holdings, Inc. • Services-prepackaged software • New York
This TERM LOAN AGREEMENT, dated as of April 10, 2018 (as modified and supplemented and in effect from time to time, this “Agreement”), among C1 Holdings Corp., a Delaware corporation (the “Borrower”), C1 Intermediate Corp., a Delaware corporation (“Holdings”), the Lenders (as defined herein) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“CS”), as Administrative Agent and Collateral Agent. Credit Suisse Securities (USA) LLC is the sole lead arranger and sole bookrunner for the Term Loan Facility. Capitalized terms used in this Agreement shall have the meanings set forth in Article I.
April 6, 2017Underwriting Agreement • April 12th, 2017 • Forum Merger Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Forum Merger Corporation, a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. 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 Class A common stock, par value $0.0001 per share (the “Common Stock”), one right entitling the holder to one-tenth of one share of Common Stock (each a “Right”), and one half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
CONVERGEONE HOLDINGS CORP.Non-Competition and Non-Solicitation Agreement • December 1st, 2017 • Forum Merger Corp • Blank checks • New York
On behalf of ConvergeOne Holdings Corp. (the “Company”), I am pleased to confirm your employment terms agreement (the “Agreement”) with the Company. The effective date of this Agreement (the “Start Date”) will be the Closing Date as defined in that certain Stock Purchase Agreement dated May 12, 2014, by and between the C1 Acquisition Corp. and C-1 Holdings, LLC (as amended, modified, or supplemented from time to time in accordance with its terms, the “Purchase Agreement”). If the anticipated Transactions (as defined in the Purchase Agreement) do not close and/or the Purchase Agreement is terminated in accordance with its terms, this Agreement will have no effect, will not be binding on the Company (or any of its Affiliates) or on you, shall terminate as of the termination of the Purchase Agreement, and neither you nor the Company (or any of its Affiliates, as defined below) shall have rights or obligations hereunder.
Forum Merger Corporation c/o Forum Investors I, LLC New York, NY 10022 EarlyBirdCapital, Inc. New York, New York 10017Underwriting Agreement • March 29th, 2017 • Forum Merger Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Forum Merger Corporation, a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. 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 Class A common stock, par value $0.0001 per share (the “Common Stock”), one right entitling the holder to one-tenth of one share of Common Stock (each, a “Right”), and one half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 1st, 2017 • Forum Merger Corp • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between Forum Merger Corporation, a Delaware corporation (the “Company”), and C1 Investment Corp., a Delaware corporation (“C1”), pursuant to a contemplated Agreement and Plan of Merger among the Company, C1 and the other parties thereto (as may be amended and/or restated, the “Transaction Agreement”), the Company is seeking commitments to purchase shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) for a purchase price of $8.00 per share (the “Purchase Price”). The Company is offering the Shares in a private placement in which the Company expects to raise an aggregate of up to $100 million (subject to increase or decrease in the discretion of the Company) after consultation with the Placement Agents (as defined below)). In connection therewith, the undersigned and the Company agree as follows:
GUARANTEE AND COLLATERAL AGREEMENT dated as of April 10, 2018 among C1 INTERMEDIATE CORP., C1 HOLDINGS CORP., the Subsidiaries of C1 Holdings Corp. from time to time party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral AgentGuarantee and Collateral Agreement • April 11th, 2018 • ConvergeOne Holdings, Inc. • Services-prepackaged software • New York
SUPPLEMENT NO. [ 🌑 ] (this “Supplement”) dated as of [ 🌑 ], to the Guarantee and Collateral Agreement dated as of April 10, 2018 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Guarantee and Collateral Agreement”) among C1 Intermediate Corp., a Delaware corporation (“Holdings”), C1 Holdings Corp., a Delaware corporation (the “Borrower”), each subsidiary of the Borrower from time to time party thereto (each such subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, the Borrower and Holdings are referred to collectively herein as the “Grantors”) and Credit Suisse AG, Cayman Islands Branch, as collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”) for the Secured Parties (as defined therein).
THIRD AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENTRevolving Loan Credit Agreement • April 11th, 2018 • ConvergeOne Holdings, Inc. • Services-prepackaged software • New York
This REVOLVING LOAN CREDIT AGREEMENT, dated as of June 20, 2017 (this “Agreement”), is entered into by and among C1 INTERMEDIATE CORP., a Delaware corporation (“Holdings”), C1 HOLDINGS CORP., a Delaware corporation (the “Lead Borrower”), CONVERGEONE, INC., a Minnesota corporation (“ConvergeOne”), ANNESE & ASSOCIATES, INC., a New York corporation (“Annese”), SPS HOLDCO, LLC, a Delaware limited liability company (“SPS Holdco”), STRATEGIC PRODUCTS AND SERVICES, LLC, a Delaware limited liability company (“SPS”), PROVIDEA CONFERENCING, LLC, a Delaware limited liability company (“Providea”), CONVERGEONE UNIFIED TECHNOLOGY SOLUTIONS, INC., a Delaware corporation (“C1S”), CONVERGEONE TECHNOLOGY UTILITIES, INC., a Delaware corporation (“C1U”), ALEXANDER OPEN SYSTEMS, INC., a Kansas corporation (“AOS”), ARROW SYSTEMS INTEGRATION, INC., a Delaware corporation (“Arrow”), ASI MANAGED SERVICES, LLC, a Delaware limited liability company (“ASIM”), ASI DEDICATED SERVICES, LLC, a Delaware limited liabil
INCREMENTAL AMENDMENT Dated as of July 28, 2017 among C1 INTERMEDIATE CORP., as Holdings CONVERGEONE HOLDINGS CORP., as Borrower THE GUARANTORS PARTY HERETO, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Incremental Term Lender and JPMORGAN CHASE BANK,...Forum Merger Corp • December 1st, 2017 • Blank checks • New York
This INCREMENTAL AMENDMENT (this “Agreement”), dated as of July 28, 2017, is among C1 INTERMEDIATE CORP., a Delaware corporation (“Holdings”), CONVERGEONE HOLDINGS CORP., a Delaware corporation (the “Borrower”), the Guarantors party hereto (together with Holdings and the Borrower, the “Loan Parties”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as an Additional Lender providing Incremental Term Loans (in such capacity, the “Incremental Term Lender”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (as defined below) (in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”). Capitalized terms not otherwise defined in this Agreement have the same meanings as specified in the Credit Agreement (as defined below).
SYSTEMS INTEGRATOR AGREEMENTSystems Integrator Agreement • January 12th, 2018 • Forum Merger Corp • Services-prepackaged software • New South Wales
This Systems Integrator Agreement (the “Agreement”) between Cisco Systems, Inc., a California corporation, having its principal place of business at 170 West Tasman drive, San Jose, California, 95134 (Cisco”) and ConvergeOne Inc. (the “Integrator”), a corporation formed under the laws of Minnesota, having its principal place of business at 3344 Highway 149, Eagan, Minnesota, 55121, United States is entered into as of the date of last signature below (the “Effective Date”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • December 1st, 2017 • Forum Merger Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●] 2018 by and between (i) Forum Merger Corporation, a Delaware corporation (including any successor entity thereto, “Parent”) and (ii) the undersigned stockholder and/or optionholder (“Holder”) of the Company. Capitalized terms used but not otherwise defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (defined below).
ROLLOVER AGREEMENTRollover Agreement • November 21st, 2018 • ConvergeOne Holdings, Inc. • Services-prepackaged software • Delaware
This Rollover Agreement (this “Agreement”) dated as of November 6, 2018, is made by and among PVKG Investment Holdings, Inc., a Delaware corporation (“Holdings”), and the undersigned person (collectively, the “Investors” and, each individually, an “Investor”), each a stockholder of ConvergeOne Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • November 21st, 2018 • ConvergeOne Holdings, Inc. • Services-prepackaged software • Delaware
THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is being entered into as of August 31, 2018 between ConvergeOne Holdings Corp (the “Company”) and CVC Advisers (U.S.) Inc. (“Interested Party”).
AGREEMENT AND PLAN OF MERGER by and among FORUM MERGER CORPORATION, as the Parent, FMC MERGER SUBSIDIARY CORP., as Merger Sub I, FMC MERGER SUBSIDIARY LLC, as Merger Sub II, CLEARLAKE CAPITAL MANAGEMENT III, L.P., in the capacity as the Seller...Agreement and Plan of Merger • December 1st, 2017 • Forum Merger Corp • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of November 30, 2017 by and among (i) Forum Merger Corporation, a Delaware corporation (the “Parent”), (ii) FMC Merger Subsidiary Corp., a Delaware corporation (“Merger Sub I”) and a wholly-owned subsidiary of Parent, (iii) FMC Merger Subsidiary LLC, a Delaware limited liability company (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”) and a wholly-owned subsidiary of the Parent, (iv) Clearlake Capital Management III, L.P., a Delaware limited partnership, in the capacity as the representative from and after the Effective Time (as defined below) for the Company Securityholders in accordance with the terms and conditions of this Agreement (the “Seller Representative”), and (v) C1 Investment Corp., a Delaware corporation (the “Company”). The Parent, the Merger Subs, the Seller Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the
AMENDMENT NO. 1 TO THE SYSTEMS INTEGRATOR AGREEMENTSystems Integrator Agreement • January 12th, 2018 • Forum Merger Corp • Services-prepackaged software
This Amendment No. 1 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”), between Cisco Systems, Inc. (“Cisco”), a California corporation having a place of business at 170 West Tasman Drive, San Jose, California, 95134 and ConvergeOne Inc. (“Integrator”), a corporation formed under the laws of Minnesota having its principal place of business at 3344 Highway 149, Eagan, Minnesota, 55121, United States, is entered into as of the date of last signature written below (the “Effective Date”),
FIRST AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENTRevolving Loan Credit Agreement • January 26th, 2018 • Forum Merger Corp • Services-prepackaged software • New York
This FIRST AMENDMENT TO REVOLVING LOAN CREDIT AGREEMENT (this “Amendment”), dated as of January 18, 2018, is among C1 INTERMEDIATE CORP., a Delaware corporation (“Holdings”), CONVERGEONE HOLDINGS CORP., a Delaware corporation (the (“C1H”), CONVERGEONE, INC., a Minnesota corporation (“ConvergeOne”), ANNESE & ASSOCIATES, INC., a New York corporation (“Annese”), SPS HOLDCO, LLC, a Delaware limited liability company (“SPS Holdco”), STRATEGIC PRODUCTS AND SERVICES, LLC, a Delaware limited liability company (“SPS”), PROVIDEA CONFERENCING, LLC, a Delaware limited liability company (“Providea”), RGTS, INC., a Delaware corporation (“RGTS”), RGT UTILITIES, INC., a Delaware corporation (“RGTU” and, collectively, together with C1H, ConvergeOne, Annese, SPS Holdco, SPS, Providea and RGTS, the “Borrowers”), WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC (“CDF”), as administrative agent for the Lenders (as defined below) (in such capacity, the “Administrative Agent”) and collateral agent for the Se
FIRST AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • January 26th, 2018 • Forum Merger Corp • Services-prepackaged software • New York
This FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”), dated as of January 18, 2018, is among C1 INTERMEDIATE CORP., a Delaware corporation (“Holdings”), CONVERGEONE HOLDINGS CORP., a Delaware corporation (the “Borrower”), the Guarantors party hereto (together with Holdings and the Borrower, the “Loan Parties”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (as defined below) (in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), and each Lender party hereto. Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement (as defined below).
Offer to Purchase for Cash byConvergeOne Holdings, Inc. • February 26th, 2018 • Services-prepackaged software
This summary term sheet highlights important information regarding the Offer. To understand the Offer fully and for a more complete description of the terms of the Offer, you should carefully read this entire Offer to Purchase and the related Letter of Transmittal that constitute the Offer. We have included references to the sections of this Offer to Purchase where you will find a more complete description of the topics addressed in this Summary Term Sheet.
April 6, 2017Underwriting Agreement • April 12th, 2017 • Forum Merger Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Forum Merger Corporation, a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. 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 Class A common stock, par value $0.0001 per share (the “Common Stock”), one right entitling the holder to one-tenth of one share of Common Stock (each, a “Right”), and one half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 26th, 2018 • ConvergeOne Holdings, Inc. • Services-prepackaged software • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 22nd day of February, 2018, by and among FORUM MERGER CORPORATION, a Delaware corporation (the “Company”), and the parties set forth on Exhibit A hereto (collectively the “Investors”).
