Common use of Introductory Clause in Contracts

Introductory. Forum Merger IV Corporation, a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 units of the Company (the “Public Units”). The 30,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV CorporationARYA Sciences Acquisition Corp IV, a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 units 13,000,000 Class A ordinary shares, par value $0.0001 per share, of the Company (the “Public UnitsClass A Ordinary Shares”). The 30,000,000 Public Units 13,000,000 Class A Ordinary Shares to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units 1,950,000 Class A Ordinary Shares as provided in Section 2. The additional 4,500,000 Public Units 1,950,000 Class A Ordinary Shares to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC and ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has have agreed to act as the representative Representatives of the several Underwriters (together in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “RepresentativeRepresentatives” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV CorporationZ-Work Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 20,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 3,000,000 Units as provided in Section 2. The additional 4,500,000 Public 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”, “you” or “your”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth third of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV CorporationArtius II Acquisition Inc., a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule A I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) an aggregate of 30,000,000 are acting as representative, 25,000,000 units (the “Units”) of the Company (the “Public Units”). The 30,000,000 Public Units said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition, the ”). The Company has granted also proposes to grant to the Underwriters an option to purchase up to an 3,750,000 additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called cover over-allotments, if any (the “Optional Securities.” ”), as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional underwriters Underwriters listed on Schedule AI other than you, the term “Representative” Representative as used herein shall mean you, as Underwriter, and the term “Underwriters” Underwriters shall mean either the singular or the plural, plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Agreement”). Each Public Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”), and oneone right to receive one twenty-fourth fifth (1/25) of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(sRights”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,250,000 (or 1,437,500 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The shares of Class A Common Stock Ordinary Shares and the Public Warrants Rights included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, The Distributable Shares will be issued to purchase one share holders of Class A Common Stock for $11.50 per share, subject to adjustment as described outstanding Ordinary Shares issued in connection with the Prospectus, during sale of the period commencing 30 days Units hereunder that are outstanding after the completion of Company redeems Ordinary Shares that the holders thereof have elected to redeem in connection with an initial Business Combination (as defined below) ), and terminating on the five-year anniversary distribution of Distributable Shares will occur substantially concurrently with the date closing of the completion of such an initial Business Combination upon the satisfaction or earlier waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon redemption conversion of any rights or Liquidation (as defined below); provided, however, that pursuant in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down to the Warrant Agreement (as defined below)nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, a fractional warrant may will not be exercisedseparately transferable, so that only a whole warrant may assignable or saleable, and will not be exercised at evidenced by any given time by a holder thereofcertificate or instrument. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Rights Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a securities subscription agreement, dated July 31, 2024 (the “Securities Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). Up to 937,500 of the Founder Shares are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 200,000 private placement units (including if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $2,000,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one twenty-fifth (1/25) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Forum Merger IV CorporationBright Lights Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in listed on Schedule A hereto (the “Underwriters”) an aggregate of 30,000,000 20,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 3,000,000 Units as provided in Section 2. The additional 4,500,000 Public 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has and Moelis & Company LLC (“Moelis”) have agreed to act as the representative representatives of the several Underwriters (together in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule AA hereto, the term “RepresentativeRepresentatives” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV CorporationLive Oak Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 20,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 3,000,000 Units as provided in Section 2. The additional 4,500,000 Public 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV CorporationAuthentic Equity Acquisition Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 20,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 3,000,000 Units as provided in Section 2. The additional 4,500,000 Public 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has and BMO Capital Markets Corp. have agreed to act as the representative Representatives of the several Underwriters (together in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “RepresentativeRepresentatives” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (( “Class A Common StockOrdinary Shares”), and one-fourth half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The shares of Class A Common Stock Ordinary Shares and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs Representatives inform the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV Corporation, a Delaware corporation (the “Company”), proposes, upon Subject to the terms and subject to conditions contained herein, the conditions set forth in this agreement (this “Agreement”), Company proposes to issue and sell to the several underwriters named in Schedule A Underwriters 1,200,000 Units (the “UnderwritersUnits”) an aggregate consisting of 30,000,000 units 1,200,000 shares of the Company common stock (the “Public UnitsCommon Stock”) and 1,200,000 redeemable warrants to purchase Common Stock (the “Warrants”). The 30,000,000 Public Common Stock and Warrants shall be offered and sold together as Units to and the Units will be sold traded on the American Stock Exchange. Until notice is given by the Company are called (“Notice of Separation”) to holders of the Units and to the American Stock Exchange at which time the Units will be deemed separated and the Common Stock and Warrants shall thereafter be traded only on a separate basis. The separation of the Units into shares of Common Stock and Warrants will occur upon the earlier of one year from the date of this Agreement or 30 days after such Notice of Separation is given. However, the Company shall not allow separation of the Units until the earlier to occur of 60 days immediately following the date of this Agreement or exercise by the Underwriters of their entire overallotment option described below. For the purpose of this Agreement, references hereinafter to Units, Common Stock and Warrants shall sometimes be referred to as the “Firm Securities.” where appropriate. In addition, solely for the purpose of covering over-allotments, the Company has granted grants to the Underwriters an option Representatives options to purchase up to an additional 4,500,000 Public 180,000 Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common StockAdditional Securities”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder which options to purchase one share of Class A Common Stock shall be exercisable, in whole or in part, from time to time during the sixty (60) day period commencing on the date on which the Registration Statement (as hereinafter defined) is initially declared effective (the “Public Warrant(s)Effective Date”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin). Each whole Public Warrant entitles its holder, upon exercise, will entitle the holder to purchase one share of Class A Common Stock for $11.50 per share(a “Warrant Share”) at a price equal to 120% of the offering price of the Units during the four year exercise period of the Warrants, subject to adjustment as described in the Prospectus, during Company’s right of redemption. The Warrants may be redeemed by the period Company commencing one year from the Effective Date of the Registration Statement upon at least 30 days after prior written notice, in whole but not in part, at a price of $0.10 per Warrant provided the completion closing bid price for the Company’s Common Stock is at least 160% of an initial Business Combination the offering price of the Units during each day of the twenty (as defined below20) and terminating on the five-year anniversary of trading days immediately preceding the date of the completion Company’s written notice of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)redemption; provided, howeverthat notice of any such redemption must be given not more than five days after such 20 day trading period. The terms and provisions of the Warrants shall be governed by a warrant agreement between the Company and its transfer agent (the “Warrant Agreement”), that pursuant which Warrant Agreement will contain, among other provisions, anti-dilution protection for warrantholders on terms acceptable to the Warrant Agreement (as defined Representatives. The Units, Common Stock, Warrants and Additional Securities are more fully described in the Prospectus referred to below). All references to the Company below shall be deemed to include, a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used hereinwhere appropriate, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a mergerCompany’s subsidiaries, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesif any.

Introductory. Forum Merger IV CorporationLF Capital Acquisition Corp. II, a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in listed on Schedule A hereto (the “Underwriters”) an aggregate of 30,000,000 22,500,000 units of the Company (the “Public Units”). The 30,000,000 Public 22,500,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 3,375,000 Units as provided in Section 2. The additional 4,500,000 Public 3,375,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule AA hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless the Representative Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesbusinesses or entities.

Introductory. Forum Merger IV CorporationAEA-Bridges Impact Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), proposesagrees with the several underwriters named in Schedule I hereto (collectively, upon the terms “Underwriters”), for whom Credit Suisse Securities (USA) LLC and subject to Citigroup Global Markets Inc. are acting as representatives (“the conditions set forth in this agreement (this “AgreementRepresentatives”), to issue and sell to the several underwriters named in Schedule A Underwriters 40,000,000 units (the “UnderwritersUnits”) an aggregate of 30,000,000 units of the Company (the “Public Units”). The 30,000,000 Public Units said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition, the ”). The Company has granted also proposes to grant to the Underwriters an option to purchase up to an 6,000,000 additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by cover over-allotments, if any (the Company pursuant to such option are collectively “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as Certain capitalized terms used herein shall mean you, as Underwriter, and the term not otherwise defined are defined in Section 23 of this agreement (this “Underwriters” shall mean either the singular or the plural, as the context requiresAgreement”). Each Public Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”), and one-fourth half of one redeemable warrant, where each whole warrant entitling the holder holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The shares of Class A Common Stock Ordinary Shares and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative Representatives informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the OfferingOffering (as defined below), (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share Ordinary Share at a price of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectusadjustment, during the period commencing 30 on the later of thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant Warrant may not be exercisedexercised for a fractional share, so that only a whole warrant Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses or entities. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 31, 2020 (the “Founder’s Purchase Agreement”), with AEA-Bridges Impact Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 11,500,000 Class B ordinary shares, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000. On August 4, 2020, the Company effected a share capitalization resulting in an aggregate of 14,375,000 Class B ordinary shares outstanding. On September 14, 2020, the Company irrevocably surrendered for cancellation and for nil consideration 2,875,000 Class B ordinary shares resulting in an aggregate of 11,500,000 Class B ordinary shares outstanding as of the date hereof (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). In September 2020, our sponsor transferred 25,000 Class B ordinary shares to each of our independent directors. Up to 1,500,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The 50,000 shares held by the independent directors shall not be subject to forfeiture in the event the underwriters’ overallotment option is not exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,000,000 warrants (or up to 12,200,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Shareholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of up to $10,000 for certain office space, secretarial and administrative support services.

Introductory. Forum Merger IV CorporationAuris Medical Holding Ltd., a Delaware corporation an exempted company limited by shares incorporated in Bermuda (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to A.G.P./Alliance Global Partners, as the representative (the “Representative”) of the several underwriters underwriters, if any, named in Schedule A I hereto (each an “Underwriter” and collectively, the “Underwriters”) an aggregate of 30,000,000 units [ ] common shares, par value CHF 0.40 per share of the Company (the “Public UnitsShares”), [ ] pre-funded warrants (the “Pre-Funded Warrants”), each Pre-Funded Warrant entitling its holder to purchase one Share, and [ ] common share purchase warrants (the “Warrants”), each Warrant entitling its holder to purchase [ ] of a Share. The 30,000,000 Public Units [ ] Shares to be sold by the Company are called the “Firm Shares,” the [ ] Pre-Funded Warrants are called the “Firm Pre-Funded Warrants” and the [ ] Warrants are called the “Firm Warrants”. The Firm Shares, the Firm Pre-Funded Warrants and the Firm Warrants to be sold by the Company are collectively called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units [ ] Shares (“Option Shares”) and/or [ ] Warrants (“Option Warrants”), each Option Warrant entitling its holder to purchase [ ] of a Share, as provided in Section 2. The additional 4,500,000 Public Units Option Shares and/or Option Warrants to be sold by the Company pursuant to such option are are, collectively called the “Optional Securities.” The Shares underlying the Firm Warrants, the Firm Pre-Funded Warrants and the Option Warrants are collectively called the “Warrant Shares.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger R▇▇▇ ▇▇ Acquisition IV CorporationCo., a Delaware corporation (the “Company”), proposesproposes to sell, upon pursuant to the terms and subject to of this Underwriting Agreement (the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” and each an “Underwriter”) ), an aggregate of 30,000,000 10,000,000 units of the Company (the “Public Firm Units”). The 30,000,000 Public Units to be sold by the Company are called the “) at a purchase price (net of discounts and commissions) of $9.80 per Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresUnit. Each Public Firm Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock” and the shares of Common Stock included in the Firm Units, the “Firm Shares”) of the Company and one-half of one warrant (collectively, the “Firm Warrants”), and one-fourth of one redeemable warrant, which each whole warrant entitling Firm Warrant entitles the holder thereof to purchase one share of Class A Common Stock under the terms further described below. The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 1,500,000 units (the “Optional Units”), each unit consisting of one share of Common Stock (collectively, the “Public Warrant(s)Optional Shares”) and one-half of one warrant as described above (collectively, the “Optional Warrants”). The shares Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Warrants and the Optional Warrants as the “Public Warrants.” R▇▇▇ Capital Partners, LLC (“R▇▇▇”) and C▇▇▇▇-▇▇▇▇▇▇ Capital Group LLC (“C▇▇▇▇-▇▇▇▇▇▇”) are acting as representatives of Class A Common Stock the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Warrants included in the Public Firm Units and any Optional Units will not trade be separately tradable until the 52nd 90th day following after the date of the Prospectus (hereof unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such containing an audited balance sheet, sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Offering”) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, holder to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing 30 thirty (30) days after the completion of an initial Business Combination Combination, and (as defined belowii) and terminating expiring at 5:00 P.M., New York City time, on the five-year fifth anniversary of the date of the completion of such an initial Business Combination or earlier upon redemption or Liquidation (as defined below)redemption; provided, however, provided that pursuant to no fractional shares of Common Stock shall be issued in respect of the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereofPublic Warrants. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement (as defined below)) , shall mean a merger, capital stock share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businessesbusinesses or entities and involving the Company. In February 2019, the Company issued an aggregate of 100 shares of Common Stock (the “Insider Shares”) to CR Financial Holdings, Inc. for an aggregate purchase price of $25,000. On June 29, 2020, the Company effected a dividend of 43,125 shares of common stock for each share outstanding resulting in there being an aggregate of 4,312,500 Insider Shares outstanding. In July and August 2020, CHLM Sponsor LLC, an entity affiliated with C▇▇▇▇-▇▇▇▇▇▇, and certain of the Company’s directors, officers and affiliates of the Company’s management team purchased from CR Financial Holdings, Inc. an aggregate of 3,022,825 Insider Shares for an aggregate purchase price of $17,523.61. On July 1, 2021, certain of the Company’s initial stockholders sold an aggregate of 1,490,874 Insider Shares back to the Company for an aggregate purchase price of $8,642.75. Of those Insider Shares, 1,437,500 shares were cancelled and the remaining 53,374 shares were purchased by certain of the Company’s officers from the Company for an aggregate purchase price of $464.11. On July 1, 2021, certain of the Company’s directors purchased from CR Financial Holdings, Inc. an aggregate of 113,860 Insider Shares for an aggregate purchase price of $990.10. As a result of the foregoing, there is an aggregate of 2,875,000 Insider Shares outstanding. The Insider Shares include an aggregate of up to 375,000 shares of Common Stock subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the holders of the Insider Shares will collectively own 20.0% of the Company’s issued and outstanding Common Stock after the Offering (excluding the sale of Private Units (as defined below) and assuming that holders of the Insider Shares do not purchase Public Units in the Offering). The holders of the Insider Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Insider Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Insider Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Insider Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Insider Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110.05. The Company has entered into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) dated as of _____, 2021, with certain of the holders of Insider Shares (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 424,000 units (or up to 461,500 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one share of Common Stock (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and one-half of one warrant (collectively, the “Private Warrants” and, together with the Public Warrants, the “Warrants”). The Private Units, Private Shares and Private Warrants are substantially similar to the Public Units, Public Shares and Public Warrants, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, substantially in the form filed as an exhibit to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Units and a portion of the proceeds from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Public Units. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants with CST, as warrant agent, substantially in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants. The Company has entered into an Escrow Agreement, dated as of the date hereof, with CST, as escrow agent, substantially in the form filed as an exhibit to the Registration Statement (the “Escrow Agreement”), pursuant to which the Insider Shares will be placed in escrow with CST until the fulfillment of certain conditions set forth therein. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the holders of the Insider Shares and the Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of, among other securities, the Insider Shares, the Private Units and the securities underlying the Private Units. The Company has entered into letter agreements (the “Insider Letters”), dated as of the date hereof, with the Company’s initial stockholders, officers and directors, substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the initial stockholders, officers and directors agree to certain actions described in the Prospectus. The Company and the Representatives have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the date hereof, substantially in the form filed as an exhibit to the Registration Statement. The Company confirms that it has engaged EarlyBirdCapital, Inc. (“EBC”), and EBC confirms its agreement with the Company, to render services as a “qualified independent underwriter” within the meaning of Rule 5121 of the rules of the Financial Industry Regulatory Authority (“FINRA”) with respect to the Offering. EBC, solely in its capacity as a qualified independent underwriter with respect to the Offering, and not otherwise, is referred to herein as the “QIU.”

Introductory. Forum Merger IV CorporationGeneral Purpose Acquisition Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 20,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 3,000,000 Units as provided in Section 2. The additional 4,500,000 Public 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative Representative of the several Underwriters (together in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (“Class A Common StockOrdinary Shares”), ) and one-fourth half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)Warrants”). The shares of Class A Common Stock Ordinary Shares and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses or entities.

Introductory. Forum Merger IV CorporationArtius II Acquisition Inc., a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule A I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) an aggregate of 30,000,000 are acting as representative, 20,000,000 units (the “Units”) of the Company (the “Public Units”). The 30,000,000 Public Units said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition, the ”). The Company has granted also proposes to grant to the Underwriters an option to purchase up to an 3,000,000 additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called cover over-allotments, if any (the “Optional Securities.” ”), as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional underwriters Underwriters listed on Schedule AI other than you, the term “Representative” Representative as used herein shall mean you, as Underwriter, and the term “Underwriters” Underwriters shall mean either the singular or the plural, plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Agreement”). Each Public Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”), and one-fourth one right to receive one tenth (1/10) of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(sRights”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The shares of Class A Common Stock Ordinary Shares and the Public Warrants Rights included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, The Distributable Shares will be issued to purchase one share holders of Class A Common Stock for $11.50 per share, subject to adjustment as described outstanding Ordinary Shares issued in connection with the Prospectus, during sale of the period commencing 30 days Units hereunder that are outstanding after the completion of Company redeems Ordinary Shares that the holders thereof have elected to redeem in connection with an initial Business Combination (as defined below) ), and terminating on the five-year anniversary distribution of Distributable Shares will occur substantially concurrently with the date closing of the completion of such an initial Business Combination upon the satisfaction or earlier waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon redemption conversion of any rights or Liquidation (as defined below); provided, however, that pursuant in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down to the Warrant Agreement (as defined below)nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, a fractional warrant may will not be exercisedseparately transferable, so that only a whole warrant may assignable or saleable, and will not be exercised at evidenced by any given time by a holder thereofcertificate or instrument. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Rights Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a securities subscription agreement, dated July 31, 2024 (the “Securities Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 31, 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units (including if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Forum Merger IV CorporationVPC Impact Acquisition Holdings, a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 20,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 3,000,000 Units as provided in Section 2. The additional 4,500,000 Public 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (“Class A Common StockOrdinary Shares”), and one-fourth half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The shares of Class A Common Stock Ordinary Shares and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV CorporationColombier Acquisition Corp. III, a Delaware corporation Cayman Islands exempted company (the “Company”), proposesproposes to sell, upon pursuant to the terms and subject to of this Underwriting Agreement (the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” and each an “Underwriter”) ), an aggregate of 30,000,000 26,000,000 units of the Company (the “Public Firm Units”)) at a purchase price (excluding the Deferred Underwriting Commission described in Section 3 hereof) of $10.00 per Firm Unit. The 30,000,000 Public Firm Units are to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale offered initially to the public as contemplated in at the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresoffering price of $10.00 per Firm Unit. Each Public Firm Unit consists of one share of the Company’s Class A common stockordinary share, par value $0.0001 per share (“Class A Common StockOrdinary Shares” and the Class A ordinary shares included in the Firm Units, the “Firm Shares”) of the Company and one-eighth of one warrant (collectively, the “Firm Warrants”), of which each whole Firm Warrant entitles the holder thereof to purchase one Class A Ordinary Share under the terms further described below. The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 3,900,000 units (the “Optional Units”), each unit consisting of one Class A Ordinary Share (collectively, the “Optional Shares”) and one-fourth eighth of one redeemable warrantwarrant as described above (collectively, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)Optional Warrants”). The shares Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Warrants and the Optional Warrants as the “Public Warrants.” ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) is acting as representative of Class A Common Stock the several Underwriters and in such capacity is hereinafter referred to as the “Representative.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Warrants included in the Public Firm Units and any Optional Units will not trade be separately tradable until the 52nd day following after the date of the Prospectus (hereof unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such containing an audited balance sheet, sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Offering”) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, holder to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing 30 days after on the date on which the Company completes an initial Business Combination, and expiring at 5:00 P.M., New York City time, on the fifth anniversary of the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)redemption; provided, however, provided that pursuant to no fractional Class A Ordinary Shares shall be issued in respect of the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereofPublic Warrants. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement (as defined below)) , shall mean a an amalgamation, merger, capital stock share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more businessesbusinesses or entities and involving the Company. In September 2025, the Company issued an aggregate of 9,583,334 Class B Ordinary Shares, par value $0.0001 per share (“Class B Ordinary Shares”), to Colombier Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), for an aggregate purchase price of $25,000. In October 2025, the Company capitalized $38.33 standing to the credit of the Company’s share premium account and issued an additional 383,333 Class B Ordinary Shares, resulting in the Sponsor holding an aggregate of 9,966,667 Class B Ordinary Shares (the “Insider Shares”). The Insider Shares include an aggregate of up to 1,300,000 Class B Ordinary Shares subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the Sponsor will collectively own 25.0% of the Company’s issued and outstanding Ordinary Shares after the Offering (excluding the sale of Private Units (as defined below) and assuming that the Sponsor does not purchase Public Units in the Offering).

Introductory. Forum Merger IV CorporationTKB Critical Technologies 1, a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in listed on Schedule A hereto (the “Underwriters”) an aggregate of 30,000,000 20,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 3,000,000 Units as provided in Section 2. The additional 4,500,000 Public 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (“Class A Common StockOrdinary Shares”), and one-fourth half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The shares of Class A Common Stock Ordinary Shares and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (as defined below) (unless the Representative Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses or entities.

Introductory. Forum Merger IV CorporationHealthy Fast Food, Inc., a Delaware Nevada corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 units 1,000,000 Units, each Unit consisting of (i) one share of the Company Company’s common stock (“Common Stock”), (ii) one Class A warrant to purchase one share of Common Stock (each a “Class A Warrant” and, collectively, the “Public UnitsClass A Warrants”), and (iii) two Class B warrants, each to purchase one share of Common Stock (each a “Class B Warrant”, collectively, the “Class B Warrants” and, together with the Class A Warrants, the “Warrants”). The 30,000,000 Public Warrants are to be issued under the terms of a Warrant Agreement (the “Warrant Agreement”) by and between the Company and Computershare Trust Company, as warrant agent (the “Warrant Agent”), substantially in the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). The 1,000,000 Units to be sold by the Company are collectively called the “Firm Securities.” Units”. In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 150,000 Units (the “Optional Units”), as provided in Section 2. The additional 4,500,000 Public Firm Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities Units are collectively called the “Offered Securities.” ▇▇▇Units”. P▇▇▇▇▇▇ LLC (“Jefferies”) Investment Company, Inc. has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”)Units. The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of confirms its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet agreement with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment Underwriters as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.follows:

Introductory. Forum Merger IV CorporationTekkorp Digital Acquisition Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 25,000,000 units of the Company (the “Public Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 30,000,000 Public 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 3,750,000 Units as provided in Section 2. The additional 4,500,000 Public 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common StockOrdinary Share”), and one-fourth half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)Warrants”). The shares of Class A Common Stock Ordinary Shares and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV CorporationThe stockholders of TechTarget, Inc., a Delaware corporation (the “Company”)) named in Schedule B (collectively, proposesthe “Selling Stockholders”) severally, upon the terms and subject not jointly, propose to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 units 5,000,000 shares of the Company Company’s common stock, par value $0.001 per share (the “Public UnitsShares”). The 30,000,000 Public Units 5,000,000 Shares to be sold by the Company Selling Stockholders are called the “Firm SecuritiesShares.” In addition, the Company has Selling Stockholders have severally, and not jointly, granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units 750,000 Shares, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B, all as provided in Section 2. The additional 4,500,000 Public Units 750,000 Shares to be sold by the Company Selling Stockholders pursuant to such option are collectively called the “Optional SecuritiesShares.” The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares are collectively called the “Offered SecuritiesShares.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”)Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), The Company has prepared and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-181187, including a Form 8-K base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or similar form deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company that includes pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such audited balance sheetRule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated May 13, 2014 describing the Offered Shares and the offering thereof (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder“Preliminary Prospectus Supplement”), upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in together with the Base Prospectus, during is called the period commencing 30 days after “Preliminary Prospectus,” and the completion of an initial Business Combination (as defined below) Preliminary Prospectus and terminating on any other prospectus supplement to the five-year anniversary Base Prospectus in preliminary form that describes the Offered Shares and the offering thereof and is used prior to the filing of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement Prospectus (as defined below), together with the Base Prospectus, is called a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. “preliminary prospectus.” As used herein, the term “Business CombinationProspectus” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.the

Introductory. Forum Merger IV CorporationLandcadia Holdings III, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 50,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 50,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 7,500,000 Units as provided in Section 2. The additional 4,500,000 Public 7,500,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth third of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV III Corporation, a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 25,000,000 units of the Company (the “Public Units”). The 30,000,000 25,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 3,750,000 Public Units as provided in Section 2. The additional 4,500,000 3,750,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV Newmont Mining Corporation, a Delaware corporation (the “"Company”"), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell from time to the several underwriters named in Schedule A time (the “Underwriters”i) an aggregate shares of 30,000,000 units common stock of the Company (the “Public Units”"Common Shares"), (ii) shares of a series of preferred stock of the Company (the "Preferred Shares") which may be convertible into Common Shares, (iii) depositary shares (the "Depositary Shares") which will represent a fraction of a Preferred Share or (iv) warrants to purchase Common Shares (the "Warrants") which may be sold separately or together with Common Shares. The Common Shares, the Preferred Shares, the Depositary Shares and the Warrants are hereinafter referred to as the "Securities". The Securities are registered under the registration statement referred to in Section 2(a). The 30,000,000 Public Units to Particular issuances or series of the Securities will be sold by pursuant to a Terms Agreement referred to in Section 3 in the Company are called form of Annex I attached hereto, for resale in accordance with the “Firm Securities.” In additionterms of offering determined at the time of sale. Under such Terms Agreement, subject to the terms and conditions hereof, the Company has granted will agree to issue and sell, and the firm or firms specified therein (the "Underwriters") will agree to purchase, the amount of Securities specified therein (the "Firm Securities"). In such Terms Agreement, the Company also may grant to such Underwriters, subject to the Underwriters terms and conditions set forth therein, an option to purchase up additional Securities in an amount not to an exceed the amount specified in such Terms Agreement (such additional 4,500,000 Public Units Securities are hereinafter referred to as provided in Section 2the "Option Securities"). The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities andand the Option Securities are hereinafter collectively referred to as the "Offered Securities". The representative or representatives of the Underwriters, if and any, specified in a Terms Agreement referred to the extent such option is exercised, the Optional Securities in Section 3 are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed hereinafter referred to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)"Representatives"; provided, however, that if the Terms Agreement does not specify any representative of the Underwriters, the term "Representatives", as used in this Agreement (other than in Section 5(c) and the second sentence of Section 3) shall mean the Underwriters. Each Common Share issued pursuant to a Terms Agreement referred to in Section 3, upon conversion of Preferred Shares or Depositary Shares or upon exercise of a Warrant will include one preferred share purchase right (the "Junior Preferred Rights") entitling the holder thereof to purchase, under certain circumstances, one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $1.60 per share, of the Company, subject to adjustment. The Junior Preferred Rights are to be issued pursuant to a Rights Agreement dated as of August 31, 2000, between the Company and ChaseMellon Shareholder Services LLC, as rights agent. Preferred Shares issued pursuant to the Terms Agreement referred to in Section 3 will be issued in accordance with a Certificate of Designations as specified in such Terms Agreement (the "Certificate of Designations"). Depositary Shares issued pursuant to the Terms Agreement referred to in Section 3 will be issued under a Deposit Agreement (the "Deposit Agreement") between the Company and a bank or trust company selected by the Company as specified in such Terms Agreement (the "Depositary"). Warrants issued pursuant to the Terms Agreement referred to in Section 3 will be issued under a Warrant Agreement (the "Warrant Agreement") between a bank or trust company selected by the Company as defined belowspecified in such Terms Agreement (the "Warrant Agent"), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV CorporationTekkorp Digital Acquisition Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 units of the Company (the “Public Units”). The 30,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common StockOrdinary Share”), and one-fourth half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)Warrants”). The shares of Class A Common Stock Ordinary Shares and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV CorporationCardiovascular Biotherapeutics, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 units of the Company 2,000,000 shares (the “Public UnitsFirm Common Shares”) of its Common Stock, par value $0.001 per share (the “Common Stock”). The 30,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units 300,000 shares (the “Optional Common Shares”) of Common Stock, as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities Common Shares and, if and to the extent such option is exercised, the Optional Securities Common Shares are collectively called the “Offered Securities.” Common Shares”. First D▇▇▇▇▇ Securities Corporation (“First D▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Securities for sale Common Shares. The Company hereby agrees to issue and sell to the public as contemplated in the Prospectus (as defined below) Representative warrants (the “OfferingRepresentative’s Warrants”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder ) to purchase one share an aggregate of Class A 200,000 shares of Common Stock (the “Public Warrant(s)Warrant Shares”)) for a purchase price of $.001 per warrant. The shares Representative’s Warrants will be exercisable for the Warrant Shares for a period of Class A Common Stock four and a half years, commencing 180 days after the Public Warrants included in the Public Units will not trade separately until the 52nd day following the effective date of the Prospectus Registration Statement (unless the Representative informs the Company of its decision as hereinafter defined) at an initial exercise price per share equal to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company 165% of the proceeds of initial public offering price per Common Share. The Warrant Shares shall be identical to the Offering, (b) Common Shares. The Representative’s Warrants shall be substantially in the filing of such audited balance sheet form filed as Exhibit [ ] to the Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-119199), which contains a Form 8-K form of prospectus to be used in connection with the public offering and sale of the Common Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or similar form Rule 434 under the Securities Act, is called the “Registration Statement”. Any registration statement filed by the Company that includes such audited balance sheetpursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement”, and (cfrom and after the date and time of filing of the Rule 462(b) Registration Statement the Company having issued a press release announcing when such separate trading will beginterm “Registration Statement” shall include the Rule 462(b) Registration Statement. Each whole Public Warrant entitles its holderSuch prospectus, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during form first used by the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary Underwriters to confirm sales of the date of Common Shares, is called the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)“Prospectus”; provided, however, that pursuant if the Company has, with the consent of First D▇▇▇▇▇, elected to rely upon Rule 434 under the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used hereinSecurities Act, the term “Business CombinationProspectus” shall mean the Company’s prospectus subject to completion (as described more fully each, a “preliminary prospectus”) dated , 2004 (such preliminary prospectus is called the “Rule 434 preliminary prospectus”), together with the applicable term sheet (the “Term Sheet”) prepared and filed by the Company with the Commission under Rules 434 and 424(b) under the Securities Act, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. All references in this Agreement to the Registration Statement Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or the Term Sheet, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”). The Company hereby confirms its agreements with the Underwriters as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.follows:

Introductory. Forum Merger IV CorporationThe Quantum Group, Inc., a Delaware Nevada corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), ) proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of 30,000,000 units 1,400,000 Units (the “Firm Units”) issued by the Company. Each Unit will consist of three shares (the “Shares”) of common stock, $0.001 par value, of the Company (“Common Stock), two seven-year non-callable Class A warrant (the “Public UnitsClass A Warrants”) and two seven- year non-callable Class B warrant (the “Class B Warrants,” and together with the Class A Warrants, the “Warrants”). The 30,000,000 Public Warrants are to be issued under the terms of a Warrant Agreement (the “Warrant Agreement”) by and between the Company and Fidelity Transfer Company, as warrant agent (the “Warrant Agent”), in each case substantially in the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). Each Class A Warrant entitles the holder thereof to purchase one share of Common Stock at a price equal to $7.00, subject to adjustment under the terms of the Warrant Agreement. Each Class B Warrant entitles the holder thereof to purchase one share of Common Stock at an exercise price equal to $11.00, subject to adjustment under the terms of the Warrant Agreement. Shares of Common Stock issued upon exercise of the Warrants are referred to herein collectively as the “Warrant Shares.” The Shares, Warrants and Warrant Shares are sometimes referred to herein as the “Underlying Securities.” The respective number of the Firm Units to be sold so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company are called the “Firm Securities.” In addition, the Company has granted also proposes to grant to the Underwriters Representative an option to purchase up to an 210,000 additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called (the “Optional Securities.Option Units”), identical to the Firm Units, as set forth below. Unless specified to the contrary, all references herein to “Units” The shall be deemed to include the Firm Securities and, if Units and the Option Units (to the extent such the aforementioned option is has been exercised) and all references herein to Shares, Warrants and Warrant Shares shall be deemed to include the Optional Securities Shares, Warrants and Warrant Shares underlying the Option Units (to the extent the aforementioned option has been exercised). As the Representative, you have advised the Company that: (a) that you are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed authorized to act enter into this Agreement for yourself as the representative Representative and on behalf of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, Underwriters; and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities several Underwriters are willing, acting severally and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercisenot jointly, to purchase one share the numbers of Class A Common Stock for $11.50 per share, subject to adjustment as described Firm Units set forth opposite their respective names in Schedule I. In consideration of the mutual agreements contained herein and of the interests of the parties in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used hereintransactions contemplated hereby, the term “Business Combination” (parties hereto agree as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.follows:

Introductory. Forum Merger IV CorporationThe Quantum Group, Inc., a Delaware Nevada corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), ) proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of 30,000,000 units 1,500,000 Units (the “Firm Units”) issued by the Company. Each Unit will consist of two shares (the “Shares”) of common stock, $0.001 par value, of the Company (“Common Stock), two seven-year non-redeemable Class A warrant (the “Public UnitsClass A Warrants”) and two seven- year non-redeemable Class B warrant (the “Class B Warrants,” and together with the Class A Warrants, the “Warrants”). The 30,000,000 Public Warrants are to be issued under the terms of a Warrant Agreement (the “Warrant Agreement”) by and between the Company and Fidelity Transfer Company, as warrant agent (the “Warrant Agent”), in each case substantially in the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). Each Class A Warrant entitles the holder thereof to purchase one share of Common Stock at a price equal to $7.00, subject to adjustment under the terms of the Warrant Agreement. Each Class B Warrant entitles the holder thereof to purchase one share of Common Stock at an exercise price equal to $11.00, subject to adjustment under the terms of the Warrant Agreement. Shares of Common Stock issued upon exercise of the Warrants are referred to herein collectively as the “Warrant Shares.” The Shares, Warrants and Warrant Shares are sometimes referred to herein as the “Underlying Securities.” The respective number of the Firm Units to be sold so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company are called the “Firm Securities.” In addition, the Company has granted also proposes to grant to the Underwriters Representative an option to purchase up to an 225,000 additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called (the “Optional Securities.Option Units”), identical to the Firm Units, as set forth below. Unless specified to the contrary, all references herein to “Units” The shall be deemed to include the Firm Securities and, if Units and the Option Units (to the extent such the aforementioned option is has been exercised) and all references herein to Shares, Warrants and Warrant Shares shall be deemed to include the Optional Securities Shares, Warrants and Warrant Shares underlying the Option Units (to the extent the aforementioned option has been exercised). As the Representative, you have advised the Company that: (a) that you are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed authorized to act enter into this Agreement for yourself as the representative Representative and on behalf of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, Underwriters; and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities several Underwriters are willing, acting severally and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercisenot jointly, to purchase one share the numbers of Class A Common Stock for $11.50 per share, subject to adjustment as described Firm Units set forth opposite their respective names in Schedule I. In consideration of the mutual agreements contained herein and of the interests of the parties in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used hereintransactions contemplated hereby, the term “Business Combination” (parties hereto agree as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.follows:

Introductory. Forum Merger IV CorporationAthlon Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 20,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 3,000,000 Units as provided in Section 2. The additional 4,500,000 Public 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies” ,” “you” or “your”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger ▇▇▇▇ ▇▇ Acquisition IV CorporationCo., a Delaware corporation (the “Company”), proposesproposes to sell, upon pursuant to the terms and subject to of this Underwriting Agreement (the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” and each an “Underwriter”) ), an aggregate of 30,000,000 10,000,000 units of the Company (the “Public Firm Units”). The 30,000,000 Public Units to be sold by the Company are called the “) at a purchase price (net of discounts and commissions) of $9.80 per Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresUnit. Each Public Firm Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock” and the shares of Common Stock included in the Firm Units, the “Firm Shares”) of the Company and one-quarter of one warrant (collectively, the “Firm Warrants”), and one-fourth of one redeemable warrant, which each whole warrant entitling Firm Warrant entitles the holder thereof to purchase one share of Class A Common Stock under the terms further described below. The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 1,500,000 units (the “Optional Units”), each unit consisting of one share of Common Stock (collectively, the “Public Warrant(s)Optional Shares”) and one-quarter of one warrant as described above (collectively, the “Optional Warrants”). The shares Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Warrants and the Optional Warrants as the “Public Warrants.” ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) and ▇▇▇▇▇-▇▇▇▇▇▇ Capital Group LLC (“▇▇▇▇▇-▇▇▇▇▇▇”) are acting as representatives of Class A Common Stock the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Warrants included in the Public Firm Units and any Optional Units will not trade be separately tradable until the 52nd 90th day following after the date of the Prospectus (hereof unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such containing an audited balance sheet, sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Offering”) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, holder to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing 30 thirty (30) days after the completion of an initial Business Combination Combination, and (as defined belowii) and terminating expiring at 5:00 P.M., New York City time, on the five-year fifth anniversary of the date of the completion of such an initial Business Combination or earlier upon redemption or Liquidation (as defined below)redemption; provided, however, provided that pursuant to no fractional shares of Common Stock shall be issued in respect of the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereofPublic Warrants. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement (as defined below)) , shall mean a merger, capital stock share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businessesbusinesses or entities and involving the Company. In February 2019, the Company issued an aggregate of 100 shares of Common Stock (the “Insider Shares”) to CR Financial Holdings, Inc. for an aggregate purchase price of $25,000. On June 29, 2020, the Company effected a dividend of 43,125 shares of common stock for each share outstanding resulting in there being an aggregate of 4,312,500 Insider Shares outstanding. In July and August 2020, CHLM Sponsor LLC, an entity affiliated with ▇▇▇▇▇-▇▇▇▇▇▇, and certain of the Company’s directors, officers and affiliates of the Company’s management team purchased from CR Financial Holdings, Inc. an aggregate of 3,022,825 Insider Shares for an aggregate purchase price of $17,523.61. On July 1, 2021, certain of the Company’s initial stockholders sold an aggregate of 1,490,874 Insider Shares back to the Company for an aggregate purchase price of $8,642.75. Of those Insider Shares, 1,437,500 shares were cancelled and the remaining 53,374 shares were purchased by certain of the Company’s officers from the Company for an aggregate purchase price of $464.11. On July 1, 2021, certain of the Company’s directors purchased from CR Financial Holdings, Inc. an aggregate of 113,860 Insider Shares for an aggregate purchase price of $990.10. As a result of the foregoing, there is an aggregate of 2,875,000 Insider Shares outstanding. The Insider Shares include an aggregate of up to 375,000 shares of Common Stock subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the holders of the Insider Shares will collectively own 20.0% of the Company’s issued and outstanding Common Stock after the Offering (excluding the sale of Private Units (as defined below) and assuming that holders of the Insider Shares do not purchase Public Units in the Offering). The holders of the Insider Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Insider Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Insider Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Insider Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Insider Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110.05. The Company has entered into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) dated as of _____, 2021, with certain of the holders of Insider Shares (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 374,000 units (or up to 404,000 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one share of Common Stock (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and one-quarter of one warrant (collectively, the “Private Warrants” and, together with the Public Warrants, the “Warrants”). The Private Units, Private Shares and Private Warrants are substantially similar to the Public Units, Public Shares and Public Warrants, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, substantially in the form filed as an exhibit to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Units and a portion of the proceeds from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Public Units. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants with CST, as warrant agent, substantially in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants. The Company has entered into an Escrow Agreement, dated as of the date hereof, with CST, as escrow agent, substantially in the form filed as an exhibit to the Registration Statement (the “Escrow Agreement”), pursuant to which the Insider Shares will be placed in escrow with CST until the fulfillment of certain conditions set forth therein. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the holders of the Insider Shares and the Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of, among other securities, the Insider Shares, the Private Units and the securities underlying the Private Units. The Company has entered into letter agreements (the “Insider Letters”), dated as of the date hereof, with the Company’s initial stockholders, officers and directors, substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the initial stockholders, officers and directors agree to certain actions described in the Prospectus. The Company and the Representatives have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the date hereof, substantially in the form filed as an exhibit to the Registration Statement. The Company confirms that it has engaged EarlyBirdCapital, Inc. (“EBC”), and EBC confirms its agreement with the Company, to render services as a “qualified independent underwriter” within the meaning of Rule 5121 of the rules of the Financial Industry Regulatory Authority (“FINRA”) with respect to the Offering. EBC, solely in its capacity as a qualified independent underwriter with respect to the Offering, and not otherwise, is referred to herein as the “QIU.”

Introductory. Forum Merger IV II Corporation, a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 20,000,000 units of the Company (the “Public Units”). The 30,000,000 20,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 3,000,000 Public Units as provided in Section 2. The additional 4,500,000 3,000,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereofliquidation. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company.

Introductory. Forum Merger IV CorporationEdtechX Holdings Acquisition Corp. II, a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 15,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 15,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 2,250,000 Units as provided in Section 2. The additional 4,500,000 Public 2,250,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesbusinesses or entities.

Introductory. Forum Merger IV CorporationAcorda Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 units of the Company [___] shares (the “Public UnitsFirm Common Shares”) of its Common Stock, par value $[___] per share (the “Common Stock”). The 30,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units [___] shares (the “Optional Common Shares”) of Common Stock, as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities Common Shares and, if and to the extent such option is exercised, the Optional Securities Common Shares are collectively called the “Offered Securities.” Common Shares”. Banc of America Securities LLC (“BAS”), Lazard Frères & Co. LLC, U.S. Bancorp P▇▇▇▇ ▇▇▇▇▇▇▇ Inc. and RBC D▇▇▇ ▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has Inc. have agreed to act as the representative representatives of the several Underwriters (in such capacity, each, a “Representative” and collectively, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Securities Common Shares. The Company and the Underwriters agree that up to [___] of the Firm Common Shares to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale by the Underwriters to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Common Shares by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. (the “NASD”) and all other applicable laws, rule and regulations. One of the Underwriters (the “Designated Underwriter”) shall be selected to process the sales to the Participants under the Directed Share Program. To the extent that such Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share part of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”)public offering contemplated hereby. The shares of Class A Common Stock Company has prepared and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-[___]), which contains a Form 8-K form of prospectus to be used in connection with the public offering and sale of the Common Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933 and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or similar form Rule 434 under the Securities Act, is called the “Registration Statement”. Any registration statement filed by the Company that includes such audited balance sheetpursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement”, and (cfrom and after the date and time of filing of the Rule 462(b) Registration Statement the Company having issued a press release announcing when such separate trading will beginterm “Registration Statement” shall include the Rule 462(b) Registration Statement. Each whole Public Warrant entitles its holderSuch prospectus, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during form first used by the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary Underwriters to confirm sales of the date of Common Shares, is called the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)“Prospectus”; provided, however, that pursuant if the Company has, with the consent of BAS, elected to rely upon Rule 434 under the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used hereinSecurities Act, the term “Business CombinationProspectus” shall mean the Company’s prospectus subject to completion (as described more fully each, a “preliminary prospectus”) dated [___], 2003 (such preliminary prospectus is called the “Rule 434 preliminary prospectus”), together with the applicable term sheet (the “Term Sheet”) prepared and filed by the Company with the Commission under Rules 434 and 424(b) under the Securities Act and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. All references in this Agreement to [(i)] the Registration Statement Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or the Term Sheet, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“E▇▇▇▇”) [and (ii) the Prospectus shall be deemed to include the “electronic Prospectus” provided for use in connection with the offering of the Common Shares as defined below)contemplated by Section 3(m) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination of this Agreement]. The Company hereby confirms its agreements with one or more businesses.the Underwriters as follows:

Introductory. Forum Merger IV CorporationRapid Micro Biosystems, Inc., a Delaware corporation (the “Company”), proposesproposes to sell, upon pursuant to the terms and subject to the conditions set forth in of this agreement Underwriting Agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”) ), an aggregate of 30,000,000 units (a) 3,581,000 shares of Class A common stock, $0.01 par value (the “Common Stock”) of the Company (the “Public UnitsFirm Stock”). The 30,000,000 Public Units to be sold by , (b) pre-funded warrants of the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative 1,463,000 shares of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) Common Stock (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common StockPre-Funded Warrants”), and one(c) accompanying Series A Common Stock warrants to purchase up to 5,044,000 shares of Common Stock (or pre-fourth funded warrants of one redeemable warrant, each whole warrant entitling the holder Company to purchase one share of Class Common Stock in lieu thereof (the “Series A Pre-Funded Warrants”)) at an exercise price of $1.955 per share (the “Series A Common Warrants”), and (c) accompanying Series B Common Stock warrants to purchase up to 5,044,000 shares of Common Stock (or pre-funded warrants of the Company to purchase one share of Common Stock in lieu thereof (together with the “Public Warrant(sSeries B Pre-Funded Warrants”)) at an exercise price of $2.340 per share (the “Series B Common Warrants,” together with Series A Common Warrants, the “Common Warrants”). The shares of Class Common Stock issuable upon exercise of the Common Warrants are herein referred to as the “Common Warrant Shares.” The shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (including the Series A Pre-Funded Warrants and Series B Pre-Funded Warrants) are herein referred to as the “Pre-Funded Warrant Shares.” The Firm Stock, Common Warrants, Pre-Funded Warrants, Series A Pre-Funded Warrants, Series B Pre-Funded Warrants, Common Warrant Shares and Pre-Funded Warrant Shares are hereinafter collectively referred to as the “Securities.” Each share of the Firm Stock and Pre-Funded Warrant is being sold with one Series A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per shareand one Series B Common Warrant to purchase one share of Common Stock or, subject to adjustment as described in the Prospectuseach case, during the period commencing 30 days after the completion of an initial Business Combination Pre-Funded Warrants in lieu thereof. TD Securities (as defined belowUSA) LLC (“T▇ ▇▇▇▇▇”) and terminating on the five-year anniversary Lake Street Capital Markets, LLC (“Lake Street”) are acting as representatives of the date of several Underwriters and in such capacity are hereinafter referred to as the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesRepresentatives.”

Introductory. Forum Merger IV CorporationHealthCor Catalio Acquisition Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in listed on Schedule A hereto (the “Underwriters”) an aggregate of 30,000,000 15,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 15,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 2,250,000 Units as provided in Section 2. The additional 4,500,000 Public 2,250,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule AA hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (“Class A Common StockOrdinary Shares”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The shares of Class A Common Stock Ordinary Shares and the Public Warrants included in comprising the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses or entities.

Introductory. Forum Merger IV CorporationARYA Sciences Acquisition Corp V, a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 units 13,000,000 Class A ordinary shares, par value $0.0001 per share, of the Company (the “Public UnitsClass A Ordinary Shares”). The 30,000,000 Public Units 13,000,000 Class A Ordinary Shares to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units 1,950,000 Class A Ordinary Shares as provided in Section 2. The additional 4,500,000 Public Units 1,950,000 Class A Ordinary Shares to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC have agreed to act as the representative Representatives of the several Underwriters (together in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “RepresentativeRepresentatives” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV CorporationCBRE Acquisition Holdings, Inc., a Delaware corporation (the “Company”), proposesagrees with the several underwriters named in Schedule I hereto (collectively, upon the terms and subject to the conditions set forth in this agreement (this “AgreementUnderwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several underwriters named in Schedule A Underwriters 35,000,000 SAILSM (the “Underwriters”Stakeholder Aligned Initial Listing) an aggregate of 30,000,000 units securities of the Company (the “Public Units”). The 30,000,000 Public Units said SAILSM securities to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 5,250,000 additional SAILSM securities of the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called cover over-allotments (the “Optional Securities.” ”) as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional underwriters Underwriters listed on Schedule AI other than you, the term “Representative” Representative as used herein shall mean you, as Underwriter, and the term “Underwriters” Underwriter shall mean either the singular or the plural, plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 to this agreement (this “Agreement”). Each Public Unit SAILSM security (each, a “SAILSM Security” and, together, the “SAILSM Securities”) consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units SAILSM Securities will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day), unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the SAILSM Securities, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for at a price of $11.50 11.00 per share, subject to adjustment as described in the Prospectusadjustment, during the period commencing 30 on the later of thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesbusinesses or assets involving the Company. The Company has entered into an Investment Management Trust Agreement, dated [•], 2020 (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated [•], 2020 (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company entered into a Securities Subscription Agreement, dated November 6, 2020 (the “Alignment Share Purchase Agreement”), with CBRE Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 2,300,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) for an aggregate purchase price of $25,000 (the “Alignment Shares”) (including the shares of Class A Common Stock issuable upon conversion thereof (the “Conversion Shares”)). On November 27, 2020, the Sponsor and the Company entered into a Surrender of Shares and Amendment No. 1 to the Subscription Agreement to reflect the forfeiture and surrender by the Sponsor to the Company of 287,500 Alignment Shares, resulting in 2,012,500 Alignment Shares remaining outstanding (including the forfeiture of up to 262,500 Alignment Shares depending on the extent to which the Underwriter’s over-allotment option is exercised). On [•], 2020, the Alignment Shares were reclassified to add certain conversion and other rights, benefits and obligations each as described in the Registration Statement, the Statutory Prospectus and the Prospectus. On [•], 2020, the Sponsor sold 201,250 alignment shares to the Company’s independent directors and officers at a price of $0.01 per share. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 6,666,667 warrants (or up to 7,366,667 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised), each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the SAILSM Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated [•], 2020 (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Class A Common Stock underlying the Alignment Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated [•], 2020 (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.2 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of up to $300,000 to the Sponsor in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Promissory Note”) in exchange for the payments by the Sponsor to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of June 30, 2021 or the date of the closing of the Offering. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with CBRE. Inc., in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to CBRE, Inc. an aggregate monthly fee of $10,000 for certain office space, utilities, finance, accounting, tax and other administrative and secretarial support.

Introductory. Forum Merger IV CorporationARYA Sciences Acquisition Corp II, a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 12,500,000 units of the Company (the “Public Units”). The 30,000,000 Public 12,500,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 1,875,000 Units as provided in Section 2. The additional 4,500,000 Public 1,875,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC has agreed to act as the representative Representatives of the several Underwriters (together in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “RepresentativeRepresentatives” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (( “Class A Common StockOrdinary Shares”), and one-fourth third of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The shares of Class A Common Stock Ordinary Shares and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs Representatives inform the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV CorporationTailwind Two Acquisition Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 30,000,000 units of the Company (the “Public Units”). The 30,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule AA hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (“Class A Common StockOrdinary Shares”), and one-fourth third of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The shares of Class A Common Stock Ordinary Shares and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses or entities.

Introductory. Forum Merger IV CorporationQTS Realty Trust, Inc., a Delaware Maryland corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 units 4,000,000 shares of the Company its 7.125% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the “Public UnitsShares”). The 30,000,000 Public Units 4,000,000 Shares to be issued and sold by the Company are being hereinafter called the “Firm SecuritiesShares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units 600,000 Shares, as provided in Section 2. The additional 4,500,000 Public Units 600,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional SecuritiesShares.” The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares are collectively called the “Offered SecuritiesShares.” The terms of the Offered Shares will be set forth in an Articles Supplementary with respect to the Shares (the “Articles Supplementary”) to be filed with the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) amending the articles of amendment and restatement of the Company (the “Articles of Amendment and Restatement”). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) and ▇▇▇▇▇ Fargo Securities, LLC (“Jefferies▇▇▇▇▇ Fargo”) has have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”)Shares. To the extent there are no additional underwriters listed on Schedule A, the term “RepresentativeRepresentatives” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), The Company has prepared and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3, File No. 333-210425, including a base prospectus dated March 28, 2016 (including the documents incorporated or deemed to be incorporated by reference therein prior to the time of the execution of this Agreement pursuant to Item 12 of Form 8-K or similar form by S-3 under the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination Securities Act (as defined below) the “Base Prospectus”) to be used in connection with the public offering and terminating on the five-year anniversary sale of the date Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 and any information deemed to be a part thereof at the time of effectiveness pursuant to 430B under the Securities Act, is called the “Registration Statement.” Such Registration Statement became effective upon filing under Rule 462(e) of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); providedSecurities Act. The preliminary prospectus supplement dated March 7, however2018 describing the Offered Shares and the offering thereof, that pursuant together with the Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to the Warrant Agreement Base Prospectus in preliminary form that describes the Offered Shares and the offering thereof and is used prior to the filing of the Prospectus (as defined below), together with the Base Prospectus, is called a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessespreliminary prospectus.”

Introductory. Forum Merger IV CorporationGenesis Park Acquisition Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 15,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 15,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 2,250,000 Units as provided in Section 22 hereof. The additional 4,500,000 Public 2,250,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (“Class A Common StockOrdinary Shares”), and one-fourth half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The shares of Class A Common Stock Ordinary Shares and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with involving the Company and one or more businesses.. The Company has prepared and filed with the Commission a registration statement on Form S-1, File No. 333-249066 which contains a form of prospectus to be used in connection with the Offering and sale of the Offered Securities. Such registration statement, as amended, including the financial statements,

Introductory. Forum Merger IV Nortel Networks Corporation, a Delaware Canadian corporation (the “Company”"COMPANY"), proposes, upon subject to the terms and subject to the conditions set forth in this agreement (this “Agreement”)stated herein, to issue and sell to the several underwriters Underwriters named in Schedule A hereto (collectively, the "UNDERWRITERS") 25,000 of its prepaid forward purchase contracts (the “Underwriters”"PURCHASE CONTRACTS") (the "FIRM SECURITIES") and, at the election of Credit Suisse First Boston Corporation ("CSFBC"), J.P. Morgan Securities Inc. and Salomon Smith Barney Inc. (together w▇▇▇ ▇▇▇▇▇, the "REPRESENTATIVES"), ▇▇▇▇ ▇▇ ▇▇e Underwriters an aggregate of 30,000,000 units up to an additional 3,750 Purchase Contracts (the "OPTIONAL SECURITIES") (the Firm Securities and the Optional Securities which the Underwriters may elect to purchase pursuant to Section 3 hereof are herein collectively called the "OFFERED SECURITIES"). Each Purchase Contract shall entitle the holder to receive from the Company on August 15, 2005 a number of common shares (the "ISSUABLE COMMON SHARES"), no par value, of the Company (the “Public Units”). The 30,000,000 Public Units "COMMON SHARES") equal to the applicable Settlement Rate as set forth in the Purchase Contract and Unit Agreement to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units dated as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus First Closing Date (as defined below) (the “Offering”). To "PURCHASE CONTRACT AGREEMENT") between the extent there are no additional underwriters listed on Schedule ACompany, the term “Representative” as used herein shall mean youComputershare Trust Company of Canada, as UnderwriterPurchase Contract Agent (the "PURCHASE CONTRACT AGENT") and as transfer agent and registrar, and the term “Underwriters” shall mean either holders of Equity Units and Purchase Contracts from time to time (the singular or the plural, as the context requires"HOLDERS"). Each Public Unit consists Purchase Contract shall be one component of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock an equity unit (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to "EQUITY Unit") evidencing (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, one Purchase Contract and (b) ownership of specified zero-coupon U.S. treasury securities that mature on a semi-annual basis from February 15, 2003 through August 15, 2005 (together with that holder's pro rata portion of zero-coupon U.S. treasury securities that mature on August 15, 2002) (the filing "TREASURY STRIPS"), each having a principal amount of such audited balance sheet U.S.$1,000, which Treasury Strips shall be acquired by CSFBC as contemplated by the Purchase Contract Agreement and delivered to the Custodian on behalf of the Holders to be received and held in accordance with the Securities and Exchange Commission Custodial Agreement (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (each as defined below); provided. The Treasury Strips will be held by Citibank N.A., howeveras Custodian (the "CUSTODIAN"), that for the holders of the Equity Units, pursuant to a custodial agreement to be dated as of the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used hereinFirst Closing Date between the Purchase Contract Agent, the term “Business Combination” Custodian and the holders of Equity Units from time to time (the "CUSTODIAL AGREEMENT"). The Company hereby agrees with the several Underwriters as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.follows:

Introductory. Forum Merger IV CorporationLandcadia Holdings II, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 25,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 3,750,000 Units as provided in Section 2. The additional 4,500,000 Public 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth third of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV CorporationVPC Impact Acquisition Holdings II, a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 22,500,000 units of the Company (the “Public Units”). The 30,000,000 Public 22,500,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 3,375,000 Units as provided in Section 2. The additional 4,500,000 Public 3,375,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Citigroup Global Markets Inc. (“Citigroup”) and ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “RepresentativeRepresentatives” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (“Class A Common StockOrdinary Shares”), and one-fourth of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The shares of Class A Common Stock Ordinary Shares and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV CorporationLux Health Tech Acquisition Corp., a Delaware corporation (the “Company”), proposesagrees with the several Underwriters named in Schedule I hereto (collectively, upon the terms and subject to the conditions set forth in this agreement (this “AgreementUnderwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of Underwriters 30,000,000 units of the Company (the “Public UnitsFirm Securities”). The 30,000,000 Public Units ) and also proposes to be sold by issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,500,000 additional units of the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called cover over-allotments (the “Optional Securities.” The Firm Securities and, if and to together with the extent such option is exercisedFirm Securities, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined set forth below) (the “Offering”). To the extent that there are no additional underwriters Underwriters listed on Schedule AI other than you, the term “Representative” Representative as used herein shall mean you, as Underwriter, and the term “Underwriters” Underwriter shall mean either the singular or the plural, plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section ‎21 of this agreement (this “Agreement”). Each Public Unit unit (the “Unit(s)”) consists of one share of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-fourth third of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for at a price of $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)redemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant Warrant may not be exercised, so that only a whole warrant number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, amalgamation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined below) and the Private Placement Warrants (as defined below) with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of September 4, 2020 (the “Founder’s Purchase Agreement”), with Lux Encore Sponsor, LP, a Delaware limited partnership (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 8,625,000 shares of Class B common stock, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. Up to 1,125,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Sponsor Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.6 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 5,333,333 Warrants (or up to 5,933,333 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of October 22, 2020, in substantially the form filed as Exhibit 10.9 to the Registration Statement (the “Forward Purchase Agreement”), with Lux Ventures VI, L.P. and Lux Ventures VI Sidecar, L.P. (the “Lux Ventures VI Entities”), pursuant to which the Lux Ventures VI Entities agreed to purchase, on a private placement basis concurrently with the closing of the initial Business Combination, an aggregate of $15,000,000 of units (the “Forward Purchase Securities”), each unit consisting of one share of Common Stock (the “Forward Purchase Shares”) and one-third of one redeemable warrant (the “Forward Purchase Warrants”) to purchase one share of Common Stock for $11.50 per share, subject to adjustment. The Forward Purchase Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.4 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreement, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the shares of Common Stock underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the forms filed as Exhibits 10.1 and 10.2, respectively, to the Registration Statement (each an “Insider Letter”, and together, the “Insider Letters”).

Introductory. Forum Merger IV Corporation▇▇▇▇▇▇▇ Acquisition Company II, a Delaware corporation Cayman Islands exempted company (the “Company”), proposesproposes to sell, upon pursuant to the terms and subject to of this Underwriting Agreement (the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” and each an “Underwriter”) ), an aggregate of 30,000,000 20,000,000 units of the Company (the “Public Firm Units”)) at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The 30,000,000 Public Firm Units are to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale offered initially to the public as contemplated in at the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresoffering price of $10.00 per Firm Unit. Each Public Firm Unit consists of one share of the Company’s Class A common stockordinary share, par value $0.0001 per share (“Class A Common StockOrdinary Shares” and the Class A ordinary shares included in the Firm Units, the “Firm Shares”) of the Company and one right (collectively, the “Firm Rights”) to receive one-tenth of one Class A Ordinary Share at the closing of the Business Combination (as defined below). The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 3,000,000 units (the “Optional Units”), and one-fourth each unit consisting of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Ordinary Share (collectively, the “Public Warrant(s)Optional Shares”) and one right as described above (collectively, the “Optional Rights”). The shares Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Rights and the Optional Rights as the “Public Rights.” ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) is acting as representative of Class A Common Stock the several Underwriters and in such capacity are hereinafter referred to as the “Representative.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Warrants Rights included in the Public Firm Units and any Optional Units will not trade be separately tradable until the 52nd day following after the date of the Prospectus (hereof unless the Representative informs inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such containing an audited balance sheet, sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Offering”) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. Each whole Public Warrant Right entitles its holder, upon exercise, holder to purchase receive to receive one-tenth of (1/10) of one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in Ordinary Share at the Prospectus, during closing of the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary ; provided that no fractional Class A Ordinary Shares shall be issued in respect of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereofPublic Rights. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement (as defined below)) , shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more businessesbusinesses or entities and involving the Company. In September 2024, the Company issued an aggregate of 5,750,000 Class B Ordinary Shares, par value $0.0001 per share (the “Insider Shares”), to RJ Healthcare SPAC II, LLC a Georgia limited liability company (the “Sponsor”), for an aggregate purchase price of $25,000. The Insider Shares include an aggregate of up to 750,000 Class B Ordinary Shares subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the Sponsor will collectively own 20.0% of the Company’s issued and outstanding Ordinary Shares after the Offering (excluding the sale of Private Units (as defined below) and assuming that the Sponsor does not purchase Public Units in the Offering). Simultaneously with the Closing of the Offering, the Company will enter into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) with the Sponsor and ▇▇▇▇ (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 650,000 units (or up to 725,000 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one Class A Ordinary Share (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and one right to receive one-tenth of (1/10) of one Class A Ordinary Share (collectively, the “Private Rights” and, together with the Public Rights, the “Rights”). The Private Units, Private Shares and Private Rights are substantially similar to the Public Units, Public Shares and Public Rights, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The holders of the Private Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Private Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Private Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Private Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Private Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110(g). The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, substantially in the form filed as an exhibit to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Units and a portion of the proceeds from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Public Units. The Company has entered into a Rights Agreement, dated as of the date hereof, with respect to the Rights with CST, as rights agent, substantially in the form filed as an exhibit to the Registration Statement (the “Rights Agreement”), pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption and conversion of the Rights. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the holders of the Insider Shares and the Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of, among other securities, the Insider Shares, the Private Units and the securities underlying the Private Units. The Company has entered into letter agreements (the “Insider Letters”), dated as of the date hereof, with the Company’s initial shareholders, officers and directors, substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the initial shareholders, officers and directors agree to certain actions described in the Prospectus. The Company and the Representative have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the date hereof, substantially in the form filed as an exhibit to the Registration Statement.

Introductory. Forum Merger IV CorporationLive Oak Acquisition Corp. II, a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 20,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 3,000,000 Units as provided in Section 2. The additional 4,500,000 Public 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has and BofA Securities, Inc. (“BofA Securities”) have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “RepresentativeRepresentatives” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth third of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV CorporationArtius II Acquisition Inc., a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule A I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) an aggregate of 30,000,000 are acting as representative, 20,000,000 units (the “Units”) of the Company (the “Public Units”). The 30,000,000 Public Units said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition, the ”). The Company has granted also proposes to grant to the Underwriters an option to purchase up to an 3,000,000 additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called cover over-allotments, if any (the “Optional Securities.” ”), as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional underwriters Underwriters listed on Schedule AI other than you, the term “Representative” Representative as used herein shall mean you, as Underwriter, and the term “Underwriters” Underwriters shall mean either the singular or the plural, plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Agreement”). Each Public Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”), and one-fourth one right to receive one tenth (1/10) of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(sRights”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,000,000 (or 1,150,000 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The shares of Class A Common Stock Ordinary Shares and the Public Warrants Rights included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, The Distributable Shares will be issued to purchase one share holders of Class A Common Stock for $11.50 per share, subject to adjustment as described outstanding Ordinary Shares issued in connection with the Prospectus, during sale of the period commencing 30 days Units hereunder that are outstanding after the completion of Company redeems Ordinary Shares that the holders thereof have elected to redeem in connection with an initial Business Combination (as defined below) ), and terminating on the five-year anniversary distribution of Distributable Shares will occur substantially concurrently with the date closing of the completion of such an initial Business Combination upon the satisfaction or earlier waiver of the conditions specified in the business combination merger agreement. No fractional shares will be issued upon redemption conversion of any rights or Liquidation (as defined below); provided, however, that pursuant in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down to the Warrant Agreement (as defined below)nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, a fractional warrant may will not be exercisedseparately transferable, so that only a whole warrant may assignable or saleable, and will not be exercised at evidenced by any given time by a holder thereofcertificate or instrument. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Rights Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a securities subscription agreement, dated July 31, 2024 (the “Securities Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On [•], 2024, the Securities Purchase Agreement was amended (the “Amendment No. 1 to the Securities Subscription Agreement”) to provide for the surrender for no consideration of 1,437,500 Class B ordinary shares such that, in the aggregate, our sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 175,000 private placement units (including if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $1,750,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Forum Merger IV CorporationReplay Acquisition Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), proposesagrees with the several Underwriters named in Schedule I hereto (collectively, upon the terms and subject to the conditions set forth in this agreement (this “AgreementUnderwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 Underwriters 25,000,000 units of the Company (the “Public UnitsFirm Securities”). The 30,000,000 Public Units ) and also proposes to be sold by issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,750,000 additional units of the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called cover over-allotments (the “Optional Securities.” The Firm Securities and, if and to together with the extent such option is exercisedFirm Securities, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined set forth below) (the “Offering”). To the extent that there are no additional underwriters Underwriters listed on Schedule AI other than you, the term “Representative” Representatives as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” Underwriter shall mean either the singular or the plural, plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof. Each Public Unit unit (the “Unit(s)”) consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”), and one-fourth half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The shares of Class A Common Stock Ordinary Shares and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share Ordinary Share at a price of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)redemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock amalgamation, share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of [·], 2019, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.[·] to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of [·], 2019, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.[·] to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of December 17, 2018 (the “Founder’s Purchase Agreement”), with Replay Sponsor, LLC, a Delaware limited liability company (f/k/a Replay Sponsor Corp., a Delaware corporation) (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (the “Founder Shares”). Up to 937,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Sponsor Warrants Purchase Agreement, effective as of [·], 2019 (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 7,000,000 Warrants (or up to 7,750,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of [·], 2019, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.[·] to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered a letter agreement, dated as of [·], 2019, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in the form filed as Exhibit 10.[·] to the Registration Statement (the “Insider Letter”).

Introductory. Forum Merger IV CorporationThe Quantum Group, Inc., a Delaware Nevada corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), ) proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of 30,000,000 units 1,200,000 Units (the “Firm Units”) issued by the Company. Each Unit will consist of three shares (the “Shares”) of common stock, $0.001 par value, of the Company (“Common Stock), two seven-year non-callable Class A warrant (the “Public UnitsClass A Warrants”) and two seven- year non-callable Class B warrant (the “Class B Warrants,” and together with the Class A Warrants, the “Warrants”). The 30,000,000 Public Warrants are to be issued under the terms of a Warrant Agreement (the “Warrant Agreement”) by and between the Company and Fidelity Transfer Company, as stock transfer and warrant agent (the “Warrant Agent”), in each case substantially in the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). Each Class A Warrant entitles the holder thereof to purchase one share of Common Stock at a price equal to $7.00, subject to adjustment under the terms of the Warrant Agreement. Each Class B Warrant entitles the holder thereof to purchase one share of Common Stock at an exercise price equal to $11.00, subject to adjustment under the terms of the Warrant Agreement. Shares of Common Stock issued upon exercise of the Warrants are referred to herein collectively as the “Warrant Shares.” The Shares, Warrants and Warrant Shares are sometimes referred to herein as the “Underlying Securities.” The respective number of the Firm Units to be sold so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company are called the “Firm Securities.” In addition, the Company has granted also proposes to grant to the Underwriters Representative an option to purchase up to an 180,000 additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called (the “Optional Securities.Option Units”), identical to the Firm Units, as set forth below. Unless specified to the contrary, all references herein to “Units” The shall be deemed to include the Firm Securities and, if Units and the Option Units (to the extent such the aforementioned option is has been exercised) and all references herein to Shares, Warrants and Warrant Shares shall be deemed to include the Optional Securities Shares, Warrants and Warrant Shares underlying the Option Units (to the extent the aforementioned option has been exercised). As the Representative, you have advised the Company that: (a) that you are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed authorized to act enter into this Agreement for yourself as the representative Representative and on behalf of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, Underwriters; and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities several Underwriters are willing, acting severally and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercisenot jointly, to purchase one share the numbers of Class A Common Stock for $11.50 per share, subject to adjustment as described Firm Units set forth opposite their respective names in Schedule I. In consideration of the mutual agreements contained herein and of the interests of the parties in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used hereintransactions contemplated hereby, the term “Business Combination” (parties hereto agree as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.follows:

Introductory. Forum Merger IV Jaws Hurricane Acquisition Corporation, a Delaware corporation (the “Company”), proposesagrees with the several underwriters named in Schedule I hereto (collectively, upon the terms and subject to the conditions set forth in this agreement (this “AgreementUnderwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several underwriters named in Schedule A Underwriters 25,000,000 units (the “UnderwritersUnits”) an aggregate of 30,000,000 units of the Company (the “Public Units”). The 30,000,000 Public Units said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition, the ”). The Company has granted also proposes to grant to the Underwriters an option to purchase up to an 3,750,000 additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by cover over-allotments, if any (the Company pursuant to such option are collectively “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional underwriters Underwriters listed on Schedule AI other than you, the term “Representative” Representatives as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” Underwriters shall mean either the singular or the plural, plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, where each whole warrant entitling the holder holder, upon exercise, to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for at a price of $11.50 per share, subject to adjustment as described in the Prospectusadjustment, during the period commencing 30 on the later of thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant Warrant may not be exercisedexercised for a fractional share, so that only a whole warrant Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated [●], 2021 (the “Founder’s Purchase Agreement”), with Hurricane Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company for an aggregate purchase price of $25,000 (including the shares of Common Stock issuable upon conversion thereof, the “Founder Shares”). Up to 937,500 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 3,500,000 warrants (or up to 3,875,000 warrants if the over-allotment option is exercised in full), at a price of $2.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one share of Common Stock for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Stockholder Rights Agreement, to be dated as of the Closing Date (the “Registration and Stockholder Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, secretarial and administrative services.

Introductory. Forum Merger IV CorporationCOMPASS Pathways plc, a Delaware corporation public limited company incorporated under the laws of England and Wales with registered number 12696098 (the “Company”), proposesproposes to sell, upon pursuant to the terms and subject to of this Agreement (the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”) ), an aggregate of 30,000,000 units [l] American Depositary Shares (“ADSs”), each representing one (1) ordinary share, nominal value £0.001 each, of the Company (the each, an “Public UnitsOrdinary Share”). The 30,000,000 Public Units [l] ADSs to be sold by the Company are called hereinafter referred to as the “Firm SecuritiesADSs.” In addition, the The Company has granted also proposes to sell to the Underwriters an option to purchase Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called [l] ADSs, each representing one (1) Ordinary Share (the “Optional Securities.” ADSs”). The Firm Securities ADSs and, if and to the extent such option is exercised, the Optional Securities ADSs are collectively referred to herein as the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs and, if and to the extent such option is exercised, the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Offered SecuritiesShares.” ▇▇▇▇Unless context otherwise requires, each reference to the Firm ADSs, the Optional ADSs and the Offered ADSs herein also includes the Ordinary Shares underlying the ADSs. ▇▇▇▇▇ and Company, LLC (“JefferiesCowen”), Evercore Group L.L.C. (“Evercore”) and Berenberg Capital Markets LLC (“Berenberg”) are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” As part of the offering contemplated by this Agreement, Cowen (the “Designated Underwriter”) has agreed to act as the representative reserve out of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities Firm ADSs purchased by it under this Agreement up to [l] shares for sale to the public Company’s and its subsidiaries’ officers, directors, employees, customers and friends of the Company’s and its subsidiaries’ officers, directors and employees (collectively, “Participants”), as contemplated set forth in the Prospectus (as defined below) under the heading “Underwriting” (the “OfferingDirected ADS Program”). To The Firm ADSs to be sold by the extent there are no additional underwriters listed Designated Underwriter pursuant to the Directed ADS Program (the “Directed ADSs”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed ADSs not subscribed for by the end of the business day on Schedule Awhich this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement to be dated [l], 2020 (the term “Representative” as used herein shall mean youDeposit Agreement”), among the Company and Citibank N.A., as Underwriter, and depositary (the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common StockDepositary”), and one-fourth the holders from time to time of one redeemable warrantthe ADRs evidencing the ADSs issued thereunder. The Company shall, each whole warrant entitling following subscription by the holder to purchase one share Underwriters of Class A Common Stock the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Ordinary Shares represented by such ADSs with Citibank N.A., as custodian (the “Public Warrant(s)Custodian”). The shares of Class A Common Stock and ) for the Public Warrants included in Depositary or its nominee, which shall deliver such ADSs to the Public Units will not trade separately until Representatives for the 52nd day following the date account of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock several Underwriters for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant subsequent delivery to the Warrant Agreement (other several Underwriters or the investors, as defined below), a fractional warrant the case may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereofbe. As used herein, the term “Business Combination” (as described more fully in the Registration Statement Statement, General Disclosure Package and Prospectus, in connection with and prior to the completion of the offering contemplated by this Agreement, (i) all shareholders of COMPASS Pathfinder Holdings Limited, a private limited company incorporated under the laws of England and Wales with registered number 10830790, exchanged each of the shares held by them in COMPASS Pathfinder Holdings Limited for 1,161 shares of the same class in COMPASS Rx Limited, a private limited company incorporated under the laws of England and Wales with registered number 12696098, on August 7, 2020, (ii) COMPASS Rx Limited re-registered as defined belowa public limited company incorporated under the laws of England and Wales and changed its name to COMPASS Pathways plc on August 21, 2020, and (iii) all of the issued preferred shares, series A preferred shares and series B preferred shares in the Company will be converted into ordinary shares, of nominal value £0.001 each (collectively, the “Corporate Reorganization”)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV CorporationInfinite Acquisition Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), proposesagrees with the several Underwriters named in Schedule I hereto (collectively, upon the terms and subject to the conditions set forth in this agreement (this “AgreementUnderwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 Underwriters 24,000,000 units of the Company (the “Public UnitsFirm Securities”). The 30,000,000 Public Units ) and also proposes to be sold by issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,600,000 additional units of the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called cover over-allotments (the “Optional Securities.” The Firm Securities and, if and to together with the extent such option is exercisedFirm Securities, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined set forth below) (the “Offering”). To the extent that there are no additional underwriters Underwriters listed on Schedule AI other than you, the term “Representative” Representative as used herein shall mean you, as Underwriter, and the term “Underwriters” Underwriter shall mean either the singular or the plural, plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 of this agreement (this “Agreement”). Each Public Unit unit (the “Units”) consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”), and one-fourth half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)Warrants”). The shares of Class A Common Stock Ordinary Shares and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, sheet and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share Ordinary Share at a price of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an the Company’s initial Business Combination (as defined below) or 12 months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)redemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant Warrant may not be exercised, so that only a whole warrant number of Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses or entities involving the Company. The Company will enter into an Investment Management Trust Agreement, to be dated as of the the Closing Date (as defined herein), with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date, with respect to the Warrants and the Private Placement Warrants (as defined below) with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of April 9, 2021 (the “Founder’s Purchase Agreement”), with Infinite Sponsor, LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company (the “Founder Shares”), for an aggregate purchase price of $25,000. In connection with the offering, the Company effected a stock split resulting in an aggregate of 6,900,000 Founder Shares issued. Up to 900,000 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. In November 2021, the Sponsor transferred an aggregate of 100,000 Founder Shares to the director nominees of the Company. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 12,100,000 Warrants (or up to 13,540,000 Warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share for $11.50 per share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company will grant certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company will enter into an engagement letter with LionTree Advisors LLC (“LionTree Advisors”), to be dated as of the Closing Date (the “Engagement Letter”), in substantially the form filed as Exhibit 10.9 to the Registration Statement. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement” and, collectively with this Agreement, the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Warrant Purchase Agreement, the Registration Rights Agreement, the Insider Letter and the Engagement Letter, the “Transaction Documents”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will, subject to the terms of the Administrative Services Agreement, pay to an affiliate of the Sponsor, an aggregate monthly fee of $10,000 for office space, utilities, administrative and support services from the date the Registration Statement is declared effective until the earlier of (x) the consummation of an initial Business Combination and (y) the Liquidation (as defined below).

Introductory. Forum Merger IV CorporationTekkorp Digital Acquisition Corp. II, a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 15,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 15,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 2,250,000 Units as provided in Section 2. The additional 4,500,000 Public 2,250,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common StockOrdinary Share”), and one-fourth third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)Warrants”). The shares of Class A Common Stock Ordinary Shares and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV CorporationRMG ML Sports Holdings, a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule A I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) an aggregate of 30,000,000 are acting as representative, 26,100,000 units (the “Units”) of the Company (the “Public Units”). The 30,000,000 Public Units said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition, the ”). The Company has granted also proposes to grant to the Underwriters an option to purchase up to an 3,915,000 additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called cover over-allotments, if any (the “Optional Securities.” ”), as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional underwriters Underwriters listed on Schedule AI other than you, the term “Representative” Representative as used herein shall mean you, as Underwriter, and the term “Underwriters” Underwriters shall mean either the singular or the plural, plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Agreement”). Each Public Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”), ) and one-fourth one right to receive one tenth (1/10) of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)Rights”) upon consummation of an initial Business Combination (as defined below). The shares of Class A Common Stock Ordinary Shares and the Public Warrants Rights included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock amalgamation, share exchange, asset acquisition, stock share purchase, reorganization or similar business combination involving the Company with one or more businesses. The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Rights Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Private Placement Rights and any other rights that may be issued by the Company. The Company has entered into a securities subscription agreement, dated December 18, 2025 (the “Securities Subscription Agreement”), with RMG ML Sports Holdings Sponsor LLC (the “Sponsor”), in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 10,005,000 Class B ordinary shares, par value $0.0001 per share, of the Company, up to 1,305,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with (the “Sponsor”) in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 225,000 private placement units (including if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $2,250,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or other equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities that may be issued upon conversion of certain working capital loans, if any. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. Forum Merger IV CorporationCardiovascular Biotherapeutics, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 units of the Company 1,500,000 shares (the “Public UnitsFirm Common Shares”) of its Common Stock, par value $0.001 per share (the “Common Stock”). The 30,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units 225,000 shares (the “Optional Common Shares”) of Common Stock, as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities Common Shares and, if and to the extent such option is exercised, the Optional Securities Common Shares are collectively called the “Offered Securities.” Common Shares”. First ▇▇▇▇▇▇ Securities Corporation (“First ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Securities for sale Common Shares. The Company hereby agrees to issue and sell to the public as contemplated in the Prospectus (as defined below) Representative warrants (the “OfferingRepresentative’s Warrants”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder ) to purchase one share an aggregate of Class A 75,000 shares of Common Stock (the “Public Warrant(s)Warrant Shares”)) for a purchase price of $.001 per warrant. The shares Representative’s Warrants will be exercisable for the Warrant Shares for a period of Class A Common Stock four and a half years, commencing 181 days after the Public Warrants included in the Public Units will not trade separately until the 52nd day following the effective date of the Prospectus Registration Statement (unless the Representative informs the Company of its decision as hereinafter defined) at an initial exercise price per share equal to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company 125% of the proceeds of initial public offering price per Common Share. The Warrant Shares shall be identical to the Offering, (b) Common Shares. The Representative’s Warrants shall be substantially in the filing of such audited balance sheet form filed as Exhibit 10.1 to the Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-119199), which contains a Form 8-K form of prospectus to be used in connection with the public offering and sale of the Common Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or similar form Rule 434 under the Securities Act, is called the “Registration Statement”. Any registration statement filed by the Company that includes such audited balance sheetpursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement”, and (cfrom and after the date and time of filing of the Rule 462(b) Registration Statement the Company having issued a press release announcing when such separate trading will beginterm “Registration Statement” shall include the Rule 462(b) Registration Statement. Each whole Public Warrant entitles its holderSuch prospectus, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during form first used by the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary Underwriters to confirm sales of the date of Common Shares, is called the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)“Prospectus”; provided, however, that pursuant if the Company has, with the consent of First ▇▇▇▇▇▇, elected to rely upon Rule 434 under the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used hereinSecurities Act, the term “Business CombinationProspectus” shall mean the Company’s prospectus subject to completion (as described more fully each, a “preliminary prospectus”) dated , 2005 (such preliminary prospectus is called the “Rule 434 preliminary prospectus”), together with the applicable term sheet (the “Term Sheet”) prepared and filed by the Company with the Commission under Rules 434 and 424(b) under the Securities Act, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. All references in this Agreement to the Registration Statement Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or the Term Sheet, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”). The Company hereby confirms its agreements with the Underwriters as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.follows:

Introductory. Forum Merger IV CorporationTailwind International Acquisition Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 30,000,000 units of the Company (the “Public Units”). The 30,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule AA hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (“Class A Common StockOrdinary Shares”), and one-fourth third of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The shares of Class A Common Stock Ordinary Shares and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses or entities.

Introductory. Forum Merger IV Newmont Mining Corporation, a Delaware corporation (the “"Company”"), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell from time to the several underwriters named in Schedule A time (the “Underwriters”i) an aggregate shares of 30,000,000 units common stock of the Company (the “Public Units”"Common Shares"), (ii) shares of a series of preferred stock of the Company (the "Preferred Shares") which may be convertible into Common Shares, (iii) depositary shares (the "Depositary Shares") which will represent a fraction of a Preferred Share or (iv) warrants to purchase Common Shares (the "Warrants") which may be sold separately or together with Common Shares. The Common Shares, the Preferred Shares, the Depositary Shares and the Warrants are hereinafter referred to as the "Securities". The Securities are registered under the registration statement referred to in Section 2(a). The 30,000,000 Public Units to Particular issuances or series of the Securities will be sold by pursuant to a Terms Agreement referred to in Section 3 in the Company are called form of Annex I attached hereto, for resale in accordance with the “Firm Securities.” In additionterms of offering determined at the time of sale. Under such Terms Agreement, subject to the terms and conditions hereof, the Company has granted will agree to issue and sell, and the firm or firms specified therein (the "Underwriters") will agree to purchase, the amount of Securities specified therein (the "Firm Securities"). In such Terms Agreement, the Company also may grant to such Underwriters, subject to the Underwriters terms and conditions set forth therein, an option to purchase up additional Securities in an amount not to an exceed the amount specified in such Terms Agreement (such additional 4,500,000 Public Units Securities are hereinafter referred to as provided in Section 2the "Option Securities"). The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities andand the Option Securities are hereinafter collectively referred to as the "Offered Securities". The representative or representatives of the Underwriters, if and any, specified in a Terms Agreement referred to the extent such option is exercised, the Optional Securities in Section 3 are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed hereinafter referred to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)"Representatives"; provided, however, that if the Terms Agreement does not specify any representative of the Underwriters, the term "Representatives", as used in this Agreement (other than in Section 5(c) and the second sentence of Section 3) shall mean the Underwriters. Each Common Share issued pursuant to a Terms Agreement referred to in Section 3, upon conversion of Preferred Shares or Depositary Shares or upon exercise of a Warrant will include one preferred share purchase right (the "Junior Preferred Rights") entitling the holder thereof to purchase, under certain circumstances, one five-hundredth of a share of Series A Junior Participating Preferred Stock, par value $5.00 per share, of the Company, subject to adjustment. The Junior Preferred Rights are to be issued pursuant to a Rights Agreement dated as of August 30, 1990, as amended, between the Company and Chemical Bank, as rights agent. 2 Preferred Shares issued pursuant to the Terms Agreement referred to in Section 3 will be issued in accordance with a Certificate of Designations as specified in such Terms Agreement (the "Certificate of Designations"). Depositary Shares issued pursuant to the Terms Agreement referred to in Section 3 will be issued under a Deposit Agreement (the "Deposit Agreement") between the Company and a bank or trust company selected by the Company as specified in such Terms Agreement (the "Depositary"). Warrants issued pursuant to the Terms Agreement referred to in Section 3 will be issued under a Warrant Agreement (the "Warrant Agreement") between a bank or trust company selected by the Company as defined belowspecified in such Terms Agreement (the "Warrant Agent"), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV Corporation▇▇▇▇▇▇▇ Acquisition Company II, a Delaware corporation Cayman Islands exempted company (the “Company”), proposesproposes to sell, upon pursuant to the terms and subject to of this Underwriting Agreement (the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” and each an “Underwriter”) ), an aggregate of 30,000,000 20,000,000 units of the Company (the “Public Firm Units”)) at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The 30,000,000 Public Firm Units are to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale offered initially to the public as contemplated in at the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresoffering price of $10.00 per Firm Unit. Each Public Firm Unit consists of one share of the Company’s Class A common stockordinary share, par value $0.0001 per share (“Class A Common StockOrdinary Shares” and the Class A ordinary shares included in the Firm Units, the “Firm Shares”) of the Company and one right (collectively, the “Firm Rights”) to receive one-tenth of one Class A Ordinary Share at the closing of the Business Combination (as defined below). The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 3,000,000 units (the “Optional Units”), and one-fourth each unit consisting of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Ordinary Share (collectively, the “Public Warrant(s)Optional Shares”) and one right as described above (collectively, the “Optional Rights”). The shares Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Rights and the Optional Rights as the “Public Rights.” ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) is acting as representative of Class A Common Stock the several Underwriters and in such capacity are hereinafter referred to as the “Representative.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Warrants Rights included in the Public Firm Units and any Optional Units will not trade be separately tradable until the 52nd day following after the date of the Prospectus (hereof unless the Representative informs inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such containing an audited balance sheet, sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Offering”) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. Each whole Public Warrant Right entitles its holder, upon exercise, holder to purchase receive to receive one-tenth of (1/10) of one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in Ordinary Share at the Prospectus, during closing of the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary ; provided that no fractional Class A Ordinary Shares shall be issued in respect of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereofPublic Rights. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement (as defined below)) , shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more businessesbusinesses or entities and involving the Company. In September 2024, the Company issued an aggregate of 5,750,000 Class B Ordinary Shares, par value $0.0001 per share (the “Insider Shares”), to RJ Healthcare SPAC II, LLC a Georgia limited liability company (the “Sponsor”), for an aggregate purchase price of $25,000. The Insider Shares include an aggregate of up to 750,000 Class B Ordinary Shares subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the Sponsor will collectively own 20.0% of the Company’s issued and outstanding Ordinary Shares after the Offering (excluding the sale of Private Units (as defined below) and assuming that the Sponsor does not purchase Public Units in the Offering). Simultaneously with the Closing of the Offering, the Company will enter into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) with the Sponsor and ▇▇▇▇ (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 750,000 units (or up to 840,000 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one Class A Ordinary Share (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and one right to receive one-tenth of (1/10) of one Class A Ordinary Share (collectively, the “Private Rights” and, together with the Public Rights, the “Rights”). The Private Units, Private Shares and Private Rights are substantially similar to the Public Units, Public Shares and Public Rights, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The holders of the Private Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Private Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Private Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Private Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Private Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110(g). The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, substantially in the form filed as an exhibit to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Units and a portion of the proceeds from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Public Units. The Company has entered into a Rights Agreement, dated as of the date hereof, with respect to the Rights with CST, as rights agent, substantially in the form filed as an exhibit to the Registration Statement (the “Rights Agreement”), pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption and conversion of the Rights. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the holders of the Insider Shares and the Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of, among other securities, the Insider Shares, the Private Units and the securities underlying the Private Units. The Company has entered into letter agreements (the “Insider Letters”), dated as of the date hereof, with the Company’s initial shareholders, officers and directors, substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the initial shareholders, officers and directors agree to certain actions described in the Prospectus. The Company and the Representative have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the date hereof, substantially in the form filed as an exhibit to the Registration Statement.

Introductory. Forum Merger IV CorporationICOP Digital, Inc., a Delaware Colorado corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), ) proposes to issue and sell to the several underwriters named in Schedule A ▇▇▇▇▇▇▇ Investment Company, Inc. (the “UnderwritersUnderwriter”) (i) an aggregate of 30,000,000 units 600,000 (the “Firm Units”) issued by the Company. Each Unit will consist of twelve shares (the “Shares”) of common stock, no par value, of the Company (“Common Stock) and twelve six-month non-callable Class B warrants (the “Public UnitsClass B Warrants”). The 30,000,000 Public Units Class B Warrants are to be sold issued under the terms of a Warrant Agreement (the “Warrant Agreement”) by and between the Company are called and Computershare Trust Company, N.A., as stock transfer and warrant agent (the “Firm Warrant Agent”), substantially in the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). Each Class B Warrant entitles the holder thereof to purchase one share of Common Stock at a price equal to $ [110% of the closing price of the Company’s Common Stock on the effective date], subject to adjustment under the terms of the Warrant Agreement. Shares of Common Stock issued upon exercise of the Class B Warrants are referred to herein collectively as the “Warrant Shares.” The Shares, Class B Warrants and Warrant Shares are sometimes referred to herein as the “Underlying Securities.” In addition, the Company has granted to the Underwriters Underwriter an option to purchase up to an additional 4,500,000 Public 90,000 Units [15% of the total number of Firm Units] (the “Option Units”) as provided in Section 2. The additional 4,500,000 Public Unless specified to the contrary, all references herein to “Units” shall be deemed to include the Firm Units and the Option Units (to the extent the aforementioned option has been exercised) and all references herein to Shares, Class B Warrants and Warrant Shares shall be sold by deemed to include the Company pursuant Shares, Class B Warrants and Warrant Shares underlying the Option Units (to such the extent the aforementioned option are collectively called the “Optional Securities.” The has been exercised). Firm Securities Units and, if and to the extent such option is exercised, the Optional Securities Option Units are collectively called referred to herein as the “Offered SecuritiesUnits.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as As the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs you have advised the Company of its decision to allow earlier separate trading), subject to that: (a) that you are authorized to enter into this Agreement as the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, Underwriter; and (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, you are willing to purchase one share all of Class A Common Stock for $11.50 per share, subject to adjustment as described the Firm Units. In consideration of the mutual agreements contained herein and of the interests of the parties in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used hereintransactions contemplated hereby, the term “Business Combination” (parties hereto agree as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.follows:

Introductory. Forum Merger IV CorporationEQ Health Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 19,130,400 units of the Company (the “Public Units”). The 30,000,000 Public 19,130,400 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 2,869,560 Units as provided in Section 2. The additional 4,500,000 Public 2,869,560 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV Corporation▇▇▇▇▇▇ Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of 30,000,000 units 4,744,231 shares of its common stock, par value $0.0001 per share (the “Shares”) and (ii) pre-funded warrants of the Company to purchase an aggregate of 1,025,000 Shares (the “Public UnitsPre-Funded Warrants”). The 30,000,000 Public Units 4,744,231 Shares to be sold by the Company are called the “Firm Shares” and, together with the Pre-Funded Warrants, are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units 865,384 Shares as provided in Section 2. The additional 4,500,000 Public Units 865,384 Shares to be sold by the Company pursuant to such option are collectively called the “Optional SecuritiesShares.” The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares are collectively called the “Offered Shares.” The Offered Shares, together with the Pre-Funded Warrants, are collectively called the “Offered Securities.” The shares of Common Stock issuable upon exercise of the Pre-Funded Warrants are called the “Warrant Shares.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies▇▇▇▇▇▇▇▇▇”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”)Securities. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you▇▇▇▇▇▇▇▇▇, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), The Company has prepared and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333‑277888, including a Form 8-K base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or similar form deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company that includes such audited balance sheet, pursuant to Rule 462(b) under the Securities Act in connection with the offer and (csale of the Offered Securities is called the “Rule 462(b) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days Registration Statement,” and from and after the completion date and time of an initial Business Combination (as defined belowfiling of any such Rule 462(b) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, Registration Statement the term “Business CombinationRegistration Statement” (as described more fully in shall include the Rule 462(b) Registration Statement (as defined below)) shall mean a mergerStatement. The preliminary prospectus supplement dated October 30, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.2025 describing the

Introductory. Forum Merger IV CorporationTELA Bio, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 units [·] shares of the Company its common stock, par value $[·] per share (the “Public UnitsShares”). The 30,000,000 Public Units [·] Shares to be sold by the Company are called the “Firm SecuritiesShares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units [·] Shares as provided in Section 2. The additional 4,500,000 Public Units [·] Shares to be sold by the Company pursuant to such option are collectively called the “Optional SecuritiesShares.” The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares are collectively called the “Offered SecuritiesShares.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (“▇▇▇▇▇ ▇▇▇▇▇▇▇”) have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”)Shares. To the extent there are no additional underwriters listed on Schedule A, the term “RepresentativeRepresentatives” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share The Representatives agree that up to [·] of the Company’s Class A common stockFirm Shares to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, par value $0.0001 per share officers and employees of the Company and persons having business relationships with the Company (collectively, the “Class A Common StockParticipants”), and one-fourth as part of one redeemable warrant, each whole warrant entitling the holder to purchase one share distribution of Class A Common Stock the Offered Shares by the Underwriters (the “Public Warrant(s)Directed Share Program”)) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The shares Directed Share Program shall be administered by the Representatives. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd first business day following after the date of this Agreement, such Directed Shares may be offered to the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt public by the Company Underwriters as part of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessespublic offering contemplated hereby.

Introductory. Forum Merger IV CorporationLGL Systems Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 12,500,000 units of the Company (the “Public Units”). The 30,000,000 12,500,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 1,875,000 Public Units as provided in Section 2. The additional 4,500,000 1,875,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesbusinesses or entities.

Introductory. Forum Merger IV CorporationAuris Medical Holding AG, a Delaware corporation company established in Switzerland (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to A.G.P./Alliance Global Partners, as the representative (the “Representative”) of the several underwriters underwriters, if any, named in Schedule A I hereto (each an “Underwriter” and collectively, the “Underwriters”) an aggregate of 30,000,000 units [ ] common shares, nominal value CHF 0.02 per share of the Company (the “Public UnitsShares”), pre-funded warrants (the “Pre-Funded Warrants”), each Pre-Funded Warrant entitling its holder to purchase [ ] Shares, [ ] Series A common share purchase warrants (“Series A Warrants”), each Series A Warrant entitling its holder to purchase [ ] of a Share, and [ ] Series B common share purchase warrants (“Series B Warrants” and together with the Series A Warrants, the “Warrants”), each Series B Warrant entitling its holder to purchase [ ] of a Share. The 30,000,000 Public Units [ ] Shares to be sold by the Company are called the “Firm Shares,” the Pre-Funded Warrants to purchase an aggregate of [ ] Shares are called the “Firm Pre-Funded Warrants” and the [ ] Series A Warrants and [ ] Series B Warrants to be sold by the Company are called the “Firm Warrants”. The Firm Shares, the Firm Pre-Funded Warrants and the Firm Warrants to be sold by the Company are collectively called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units [ ] Shares (“Option Shares”) and/or [ ] Series A Warrants (“Series A Option Warrants”), each Series A Option Warrant entitling its holder to purchase [ ] of a Share, and/or [ ] Series B Warrants (“Series B Option Warrants” and together with the Series A Option Warrants, the “Option Warrants”), each Series B Option Warrant entitling its holder to purchase [ ] of a Share, as provided in Section 2. The additional 4,500,000 Public Units Option Shares and/or Option Warrants to be sold by the Company pursuant to such option are are, collectively called the “Optional Securities.” The Shares underlying the Firm Warrants, the Firm Pre-Funded Warrants and the Option Warrants are collectively called the “Warrant Shares.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV CorporationCDF Financing, L.L.C., a Delaware corporation limited liability company (the “Company”"Depositor" or "Seller"), proposesproposes to sell Asset Backed Certificates (the "Certificates" or the "Securities") from time to time in one or more series (each, upon a "Series"). Each Series, which may include one or more classes of Certificates, will be issued by the terms and subject Distribution Financial Services Floorplan Master Trust (the "Trust") formed pursuant to the conditions set forth in this agreement Amended and Restated Pooling and Servicing Agreement as amended and restated as of April 1, 2000 (this “Agreement”)as the same may be amended, amended and restated or otherwise modified from time to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 units of the Company (the “Public Units”). The 30,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In additiontime, the Company has granted to "Pooling and Servicing Agreement") among the Underwriters an option to purchase up to an additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities andSeller, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean youGE Commercial Distribution Finance Corporation, as UnderwriterServicer, and the term “Underwriters” shall mean either trustee specified therein (the singular or the plural, as the context requires"Trustee"). Each Public Unit consists of one share Certificate will represent a fractional undivided interest in the related Trust. The assets of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Trust (the “Public Warrant(s)”). The shares "Trust Property") will include, among other things, a pool of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission dealer floorplan receivables (the “Commission”"Receivables") on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described The Securities are more fully described in the Registration Statement (as defined belowherein). Each Series of Securities and any classes of Securities (each, a "Class") within such Series may vary as to, among other things, number and types of Classes, principal amount and interest rate. Each offering of the Securities to which this Underwriting Agreement applies will be made pursuant to the Registration Statement through the Representative or through an underwriting syndicate managed by the Representative. Whenever the Seller determines to make such an offering of Securities of a Series, it will enter into an appropriate agreement (the "Terms Agreement"), a form of which is attached hereto as Exhibit A, providing for the sale of certain classes of such Securities to, and the purchase and offering thereof by, the Representative and such other underwriters, if any, as have authorized the Representative to enter into such Terms Agreement on their behalf (the "Underwriters," which term shall mean include the Representative, whether acting alone in the sale of such Securities, in which case any reference herein to the Representative shall be deemed to refer to the Representative in its individual capacity as Underwriter of the Securities, or as a mergermember of an underwriting syndicate). Such Terms Agreement shall specify the principal amount of each Class of the Securities to be issued, capital stock exchangethe Classes of Securities subject to this Underwriting Agreement, asset acquisitionthe price at which such Classes of Securities are to be purchased by the Underwriters from the Seller and the initial public offering price or prices or the method by which the price or prices at which such Securities are to be sold will be determined. Each such offering of Securities as to which [ ] is the sole underwriter or acts as the Representative of the several Underwriters will be governed by this Underwriting Agreement, stock purchaseas supplemented by the applicable Terms Agreement, reorganization or similar business combination and this Underwriting Agreement and such Terms Agreement shall inure to the benefit of and be binding upon each Underwriter participating in the offering of such Securities. This Underwriting Agreement is non-exclusive, and the Seller may enter into any other underwriting agreement with one or more businessesany other underwriter with respect to the offering and sale of Securities of a Series.

Introductory. Forum Merger IV Corporation▇▇▇▇ ▇▇ Acquisition III Co., a Delaware corporation (the “Company”), proposesproposes to sell, upon pursuant to the terms and subject to of this Underwriting Agreement (the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” and each an “Underwriter”) ), an aggregate of 30,000,000 10,000,000 units of the Company (the “Public Firm Units”). The 30,000,000 Public Units to be sold by the Company are called the “) at a purchase price (net of discounts and commissions) of $9.80 per Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresUnit. Each Public Firm Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock” and the shares of Common Stock included in the Firm Units, the “Firm Shares”) of the Company and one-half of one warrant (collectively, the “Firm Warrants”), and one-fourth of one redeemable warrant, which each whole warrant entitling Firm Warrant entitles the holder thereof to purchase one share of Class A Common Stock under the terms further described below. The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 1,500,000 units (the “Optional Units”), each unit consisting of one share of Common Stock (collectively, the “Public Warrant(s)Optional Shares”) and one-quarter of one warrant as described above (collectively, the “Optional Warrants”). The shares Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Warrants and the Optional Warrants as the “Public Warrants.” ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) and ▇▇▇▇▇-▇▇▇▇▇▇ Capital Group LLC (“▇▇▇▇▇-▇▇▇▇▇▇”) are acting as representatives of Class A Common Stock the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Warrants included in the Public Firm Units and any Optional Units will not trade be separately tradable until the 52nd 90th day following after the date of the Prospectus (hereof unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such containing an audited balance sheet, sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Offering”) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, holder to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing 30 thirty (30) days after the completion of an initial Business Combination Combination, and (as defined belowii) and terminating expiring at 5:00 P.M., New York City time, on the five-year fifth anniversary of the date of the completion of such an initial Business Combination or earlier upon redemption or Liquidation (as defined below)redemption; provided, however, provided that pursuant to no fractional shares of Common Stock shall be issued in respect of the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereofPublic Warrants. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement (as defined below)) , shall mean a merger, capital stock share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businessesbusinesses or entities and involving the Company. In February 2019, the Company issued an aggregate of 100 shares of Common Stock (the “Insider Shares”) to CR Financial Holdings, Inc. for an aggregate purchase price of $25,000. In May 2020, the Company effected a dividend of 28,750 shares for each share outstanding resulting in there being an aggregate of 2,875,000 Insider Shares outstanding. In May 2020, ▇▇▇▇▇-▇▇▇▇▇▇ and certain of the Company’s directors, officers and affiliates of the Company’s management team purchased from CR Financial Holdings, Inc. an aggregate of 2,059,019 Insider Shares for an aggregate purchase price of $17,904.51. In January and February 2021, certain affiliates of the Company’s management team purchased from CR Financial Holdings, Inc. and ▇▇▇▇▇-▇▇▇▇▇▇ an aggregate of 239,583 Insider Shares for an aggregate purchase price of $2,083.33. On February 9, 2021, certain of the Company’s initial stockholders sold an aggregate of 417,080 Insider Shares back to the Company, which shares were cancelled, and ▇▇▇▇▇-▇▇▇▇▇▇ and certain of the Company’s directors and affiliates of the Company’s management team purchased from the Company an aggregate of 417,080 Insider Shares, in each case, for an aggregate purchase price of $2,417.86. That same date, ▇▇▇▇▇-▇▇▇▇▇▇ purchased from CR Financial Holdings, Inc. 39,931 Insider Shares for a purchase price of $231.48. Also on February 9, 2021, the Company effected a dividend of 0.50 share for each share outstanding, which dividend was rescinded and cancelled by the Company on February 24, 2021, resulting in there being an aggregate of 2,875,000 Insider Shares outstanding. The Insider Shares include an aggregate of up to 375,000 shares of Common Stock subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the holders of the Insider Shares will collectively own 20.0% of the Company’s issued and outstanding Common Stock after the Offering (excluding the sale of Private Units (as defined below) and assuming that holders of the Insider Shares do not purchase Public Units in the Offering). The holders of the Insider Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Insider Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Insider Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Insider Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Insider Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110.05. The Company has entered into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) dated as of ______, 2021, with certain of the holders of Insider Shares (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 378,000 units (or up to 408,000 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one share of Common Stock (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and three-quarters of one warrant (collectively, the “Private Warrants” and, together with the Public Warrants, the “Warrants”). The Private Units, Private Shares and Private Warrants are substantially similar to the Public Units, Public Shares and Public Warrants, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, substantially in the form filed as an exhibit to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Units and a portion of the proceeds from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Public Units. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants with CST, as warrant agent, substantially in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants. The Company has entered into an Escrow Agreement, dated as of the date hereof, with CST, as escrow agent, substantially in the form filed as an exhibit to the Registration Statement (the “Escrow Agreement”), pursuant to which the Insider Shares will be placed in escrow with CST until the fulfillment of certain conditions set forth therein. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the holders of the Insider Shares and the Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of, among other securities, the Insider Shares, the Private Units and the securities underlying the Private Units. The Company has entered into letter agreements (the “Insider Letters”), dated as of the date hereof, with the Company’s initial stockholders, officers and directors, substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the initial stockholders, officers and directors agree to certain actions described in the Prospectus. The Company and the Representatives have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the date hereof, substantially in the form filed as an exhibit to the Registration Statement. The Company confirms that it has engaged EarlyBirdCapital, Inc. (“EBC”), and EBC confirms its agreement with the Company, to render services as a “qualified independent underwriter” within the meaning of Rule 5121 of the rules of the Financial Industry Regulatory Authority (“FINRA”) with respect to the Offering. EBC, solely in its capacity as a qualified independent underwriter with respect to the Offering, and not otherwise, is referred to herein as the “QIU.”

Introductory. Forum Merger IV CorporationHealthy Fast Food, Inc., a Delaware Nevada corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 units 2,500,000 Units, each Unit consisting of (i) one share of the Company Company’s common stock (“Common Stock”), (ii) one Class A warrant to purchase one share of Common Stock (each a “Class A Warrant” and, collectively, the “Public UnitsClass A Warrants”), and (iii) one Class B warrant to purchase one share of Common Stock (each a “Class B Warrant”, collectively, the “Class B Warrants” and, together with the Class A Warrants, the “Warrants”). The 30,000,000 Public Warrants are to be issued under the terms of a Warrant Agreement (the “Warrant Agreement”) by and between the Company and Computershare Trust Company, as warrant agent (the “Warrant Agent”), substantially in the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). The 2,500,000 Units to be sold by the Company are collectively called the “Firm Securities.” Units”. In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 375,000 Units (the “Optional Units”), as provided in Section 2. The additional 4,500,000 Public Firm Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities Units are collectively called the “Offered Securities.” ▇▇▇Units”. P▇▇▇▇▇▇ LLC (“Jefferies”) Investment Company, Inc. has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”)Units. The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of confirms its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet agreement with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment Underwriters as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.follows:

Introductory. Forum Merger IV Corporation▇▇▇▇ ▇▇ Acquisition V Co., a Delaware corporation (the “Company”), proposesproposes to sell, upon pursuant to the terms and subject to of this Underwriting Agreement (the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” and each an “Underwriter”) ), an aggregate of 30,000,000 10,000,000 units of the Company (the “Public Firm Units”). The 30,000,000 Public Units to be sold by the Company are called the “) at a purchase price (net of discounts and commissions) of $9.80 per Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresUnit. Each Public Firm Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock” and the shares of Common Stock included in the Firm Units, the “Firm Shares”) of the Company and one-third of one warrant (collectively, the “Firm Warrants”), and one-fourth of one redeemable warrant, which each whole warrant entitling Firm Warrant entitles the holder thereof to purchase one share of Class A Common Stock under the terms further described below. The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 1,500,000 units (the “Optional Units”), each unit consisting of one share of Common Stock (collectively, the “Public Warrant(s)Optional Shares”) and one-third of one warrant as described above (collectively, the “Optional Warrants”). The shares Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Warrants and the Optional Warrants as the “Public Warrants.” ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) and ▇▇▇▇▇-▇▇▇▇▇▇ Capital Group LLC (“▇▇▇▇▇-▇▇▇▇▇▇”) are acting as representatives of Class A Common Stock the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Warrants included in the Public Firm Units and any Optional Units will not trade be separately tradable until the 52nd 90th day following after the date of the Prospectus (hereof unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such containing an audited balance sheet, sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Offering”) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, holder to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing 30 thirty (30) days after the completion of an initial Business Combination Combination, and (as defined belowii) and terminating expiring at 5:00 P.M., New York City time, on the five-year fifth anniversary of the date of the completion of such an initial Business Combination or earlier upon redemption or Liquidation (as defined below)redemption; provided, however, provided that pursuant to no fractional shares of Common Stock shall be issued in respect of the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereofPublic Warrants. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement (as defined below)) , shall mean a merger, capital stock share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businessesbusinesses or entities and involving the Company. In December 2020, the Company issued an aggregate of 4,312,500 shares of Common Stock (the “Insider Shares”) to CR Financial Holdings, Inc., CHLM Sponsor LLC and certain of the Company’s officers, directors and their affiliates for an aggregate purchase price of $25,000. In September 2021, certain of the Company’s initial stockholders sold an aggregate of 1,547,802 Insider Shares back to the Company for an aggregate purchase price of $959.14. Of those Insider Shares, 1,437,500 shares were cancelled and the remaining 110,302 shares were purchased by certain of the Company’s officers from the Company for an aggregate purchase price of $959.14. As a result of the foregoing, there is an aggregate of 2,875,000 Insider Shares outstanding. The Insider Shares include an aggregate of up to 375,000 shares of Common Stock subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the holders of the Insider Shares will collectively own 20.0% of the Company’s issued and outstanding Common Stock after the Offering (excluding the sale of Private Units (as defined below) and assuming that holders of the Insider Shares do not purchase Public Units in the Offering). The holders of the Insider Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Insider Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Insider Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Insider Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Insider Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110.05. The Company has entered into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) dated as of [__________], 2021, with certain of the holders of Insider Shares (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 374,000 units (or up to 404,000 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one share of Common Stock (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and one-third of one warrant (collectively, the “Private Warrants” and, together with the Public Warrants, the “Warrants”). The Private Units, Private Shares and Private Warrants are substantially similar to the Public Units, Public Shares and Public Warrants, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, substantially in the form filed as an exhibit to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Units and a portion of the proceeds from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Public Units. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants with CST, as warrant agent, substantially in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants. The Company has entered into an Escrow Agreement, dated as of the date hereof, with CST, as escrow agent, substantially in the form filed as an exhibit to the Registration Statement (the “Escrow Agreement”), pursuant to which the Insider Shares will be placed in escrow with CST until the fulfillment of certain conditions set forth therein. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the holders of the Insider Shares and the Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of, among other securities, the Insider Shares, the Private Units and the securities underlying the Private Units. The Company has entered into letter agreements (the “Insider Letters”), dated as of the date hereof, with the Company’s initial stockholders, officers and directors, substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the initial stockholders, officers and directors agree to certain actions described in the Prospectus. The Company and the Representatives have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the date hereof, substantially in the form filed as an exhibit to the Registration Statement. The Company confirms that it has engaged [●] (“[●]”), and [●] confirms its agreement with the Company, to render services as a “qualified independent underwriter” within the meaning of Rule 5121 of the rules of the Financial Industry Regulatory Authority (“FINRA”) with respect to the Offering. [●], solely in its capacity as a qualified independent underwriter with respect to the Offering, and not otherwise, is referred to herein as the “QIU.”

Introductory. Forum Merger IV CorporationCerberus Telecom Acquisition Corp. II, a Delaware corporation Cayman Islands exempted company (the “Company”), proposesagrees with the several underwriters named in Schedule I hereto (each, upon an “Underwriter” and collectively, the terms “Underwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and subject sell to the conditions several Underwriters 25,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Firm Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,750,000 additional Units of the Company to cover over-allotments (the “Optional Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” Certain capitalized terms used herein and not otherwise defined are defined in Section 21 to this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 units of the Company (the “Public Units”). The 30,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”), and one-fourth third of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The shares of Class A Common Stock Ordinary Shares and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, and only whole Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share Ordinary Share at a price of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectusadjustment, during the period commencing 30 on the later of thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businessesbusinesses involving the Company. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined below) (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering and the Overfunding Loan (as defined below) will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the warrants included in the Private Placement Units with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the warrants included in the Private Placement Units. The Company entered into a Securities Subscription Agreement, dated February 10, 2021 (the “Founder’s Purchase Agreement”), with Cerberus Telecom Acquisition II Holdings, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 14,375,000 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”), 1,875,000 of which were subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. In November 2021, the Sponsor surrendered 7,187,500 Class B ordinary shares, which decreased the number of outstanding Class B ordinary shares from 14,375,000 to 7,187,500. Up to 937,500 founder shares are subject to forfeiture by the Sponsor. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Unit Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 950,000 units (or up to 1,025,000 units depending on the extent to which the Underwriters’ over-allotment option is exercised) for a purchase price of $10.00 per unit (the “Private Placement Units”). The Private Placement Units are identical to the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company will enter into a Registration and Shareholder Rights Agreement, to be dated as of the Closing Date (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Units (including any Ordinary Shares and the warrants included in such Private Placement Units and any Ordinary Shares issued or issuable upon the exercise of such warrants), the Founder Shares and the units that may be issued upon conversion of certain working capital loans, if any. The Company will cause to be duly executed and delivered a letter agreement, to be dated as of the Closing Date (the “Insider Letter”), by and among the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of up to $300,000 to the Sponsor in substantially the form filed as Exhibit 10.6 to the Registration Statement (the “Promissory Note”) in exchange for the payment of up to the equivalent amount by the Sponsor to the Company from time to time. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of December 31, 2021 or the Closing Date. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to the Sponsor, or an affiliate thereof, as determined by the Sponsor, a monthly fee of $10,000 for certain administrative and support services. The Company will enter into a Master Consulting and Advisory Services Agreement, to be dated as of the Closing Date (the “COAC Services Agreement”), with Cerberus Operations and Advisory Company, LLC (“COAC”), in substantially the form filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Company will be entitled to fees and/or will reimburse COAC for certain allocable compensation costs, and reimbursement for any out-of-pocket expenses, to the extent that members of COAC provide services to the Company before the initial Business Combination. The Company will enter into a Master Consulting and Advisory Services Agreement, to be dated as of the Closing Date (the “CTS Services Agreement”), with Cerberus Technology Solutions, LLC (“CTS”), in substantially the form filed as Exhibit 10.10 to the Registration Statement, pursuant to which the Company will be entitled to fees and/or will reimburse CTS for certain allocable compensation costs, and reimbursement for any out-of-pocket expenses, to the extent that members of CTS provide services to the Company before the initial Business Combination. The Company will issue a non-interest bearing, unsecured promissory note for an aggregate amount of $5,000,000 to the Sponsor in substantially the form filed as Exhibit 10.11 to the Registration Statement (the “Overfunding Loan”) for the purpose of overfunding the Trust Account.

Introductory. Forum Merger IV CorporationCM Life Sciences III Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 40,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 40,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 6,000,000 Units as provided in Section 2. The additional 4,500,000 Public 6,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has and ▇▇▇▇▇ and Company, LLC have agreed to act as the representative a Representatives of the several Underwriters (together in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “RepresentativeRepresentatives” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (( “Class A Common Stock”), and one-fourth fifth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs Representatives inform the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV ▇▇▇▇▇▇ Realty Corporation, a Delaware Maryland corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 units of the Company 4,000,000 shares (the “Public UnitsShares”) of its 6.375% Series H Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series H Preferred Stock”). The 30,000,000 Public Units terms of the Shares will be set forth in articles supplementary (the “Articles Supplementary”) to be sold filed by the Company are called with the State Department of Assessments and Taxation of Maryland (the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units as provided in Section 2SDAT”). The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇ Fargo Securities, LLC, Barclays Capital Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇▇ LLC (“Jefferies”) has Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”)Shares. To the extent there are no additional underwriters Underwriters listed on Schedule AA other than you, the term “Representative” terms Representatives and Underwriters as used herein shall mean you, as Underwriter, Underwriters and the term “Underwriters” Representatives. The terms Representatives and Underwriters shall mean either the singular or the plural, plural as the context requires. Each Public Unit consists of one share References in this Agreement to “subsidiaries” of the Company’s Class A common stockCompany shall include, par value $0.0001 per share (“Class A Common Stock”)without limitation, and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation Operating Partnership (as defined below); provided, however, that pursuant . The Company will contribute the net proceeds from the sale of the Shares to the Warrant Operating Partnership, and in exchange therefor, at the Closing Date (as defined in Section 2(b)), the Operating Partnership will issue to the Company Series H units of limited partnership interest in the Operating Partnership (the “Series H Units”) having terms with respect to distribution substantially equivalent to the dividend terms of the Shares. The terms of the Series H Units will be set forth in an amendment or an amendment and restatement (in either such case, the “Partnership Amendment”) to the Partnership Agreement (as defined below). The Company and ▇▇▇▇▇▇ Realty, L.P., a fractional warrant may not be exercisedDelaware limited partnership (the “Operating Partnership”), so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, hereby confirm their respective agreements with the term “Business Combination” (several Underwriters as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.follows:

Introductory. Forum Merger IV Corporation▇▇▇▇’▇ ▇▇▇▇▇ Steak House, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 30,000,000 units [ ] shares of its Common Stock, par value $0.01 per share (the “Common Stock”); and the stockholders of the Company named in Schedule B hereto (collectively, including the Warrant Selling Stockholder (as defined herein) the “Selling Stockholders”) severally and not jointly propose to sell to the Underwriters an aggregate of [ ] shares of Common Stock. Wachovia Investors, Inc. (the “Public UnitsWarrant Selling Stockholder”) proposes to sell to the several Underwriters a warrant (the “Warrant”) immediately exercisable for [ ] shares of the Company’s Class B common stock, par value $0.01 per share (collectively, the “Class B Warrant Shares”) at an exercise price (the “Exercise Price”) of $0.00048186 per Class B Warrant Share underlying the Warrant. Each share of Class B Warrant Shares is convertible into one share of Common Stock (collectively, the “Warrant Shares”). The 30,000,000 Public Units [ ] shares of Common Stock to be sold by the Company and the [ ] shares of Common Stock to be sold by the Selling Stockholders are collectively called the “Firm Securities.” Shares”. In addition, Madison Dearborn Capital Partners III, L.P., Madison Dearborn Special Equity III, L.P. and Special Advisors Fund I, LLC (collectively, the Company has “Madison Dearborn Selling Stockholders”) have severally granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units [ ] shares (the “Optional Shares”) of Common Stock, as provided in Section 2. The additional 4,500,000 Public Units , each such Madison Dearborn Selling Stockholder selling, on a pro rata basis, up to be sold by the Company pursuant to amount set forth opposite such option are collectively called the “Optional Securities.” Madison Dearborn Selling Stockholder’s name in Schedule B. The Firm Securities Shares, Warrant Shares and, if and to the extent such option is exercised, the Optional Securities Shares, are collectively called the “Offered Securities.” Shares”. Banc of America Securities LLC (“BAS”), Wachovia Capital Markets, LLC (“Wachovia”), ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., RBC Capital Markets Corporation, CIBC World Markets Corp., ▇▇ ▇▇▇▇▇ & Co., LLC (“Jefferies▇▇ ▇▇▇▇▇”) has and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “Representatives”, and BAS in such capacity, the “Lead Representative”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated Shares. As described in the Prospectus (as defined below) ), the Company entered into a Securities Purchase Agreement date as of September 17, 1999 (the “OfferingWarrant Purchase Agreement”)) with the Warrant Selling Stockholder. Pursuant to the Warrant Purchase Agreement, the Company issued the Warrant to the Warrant Selling Stockholder. Additionally, in connection with its acquisition by the Madison Dearborn Selling Stockholders in 1999 and its issuance of the Warrant, the Company entered into a Shareholders Agreement dated as of September 17, 1999 (the “Shareholders Agreement”) with the Warrant Selling Stockholder, the Madison Dearborn Selling Stockholders, GS Mezzanine Partners, L.P. and GS Mezzanine Partners Offshore (collectively, the “GS Entities”) and the Registration Agreement dated as of September 17, 1999 (the “Registration Rights Agreement”) with the Warrant Selling Stockholder, the Madison Dearborn Selling Stockholders and the GS Entities. To the extent that there are no additional underwriters listed on Underwriters named in Schedule AA other than you, the term “Representative” Representatives as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” terms Representatives and Underwriters shall mean either the singular or the plural, plural as the context requires. Each Public Unit consists of one share The Company and the Underwriters agree that up to [ ] of the Company’s Class A common stockFirm Shares and the Warrant Shares (the “Directed Shares”) shall be reserved for sale by the Underwriters to certain eligible employees of the Company and persons having business relationships with the Company (collectively, par value $0.0001 per share (the “Class A Common StockDSP Participants”), and one-fourth as part of one redeemable warrant, each whole warrant entitling the holder to purchase one share distribution of Class A Common Stock the Shares by the Underwriters (the “Public Warrant(s)Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. (the “NASD”) and all other applicable laws, rule and regulations. One of the Underwriters (the “DSP Underwriter”) shall be selected to process the sales to the DSP Participants under the Directed Share Program. To the extent that such Directed Shares are not orally confirmed for purchase by the DSP Participants by [7:30 A.M.], New York City time, on the first business day after the date of this Agreement, such Directed Shares may be offered to the public as set forth in the Prospectus (as defined in Section 1.A.(a) below). The shares of Class A Common Stock Company and the Public Warrants included in Selling Stockholders hereby confirm their engagement of ▇▇ ▇▇▇▇▇ as, and ▇▇ ▇▇▇▇▇ hereby confirms its agreement with the Public Units will not trade separately until Company and the 52nd day following Selling Stockholders to render services as, a “qualified independent underwriter”, within the date meaning of Section (b)(15) of Rule 2720 of the Prospectus (unless NASD with respect to the Representative informs offering and sale of the Company of Shares. ▇▇ ▇▇▇▇▇, solely in its decision capacity as the qualified independent underwriter and not otherwise, is referred to allow earlier separate trading), subject herein as the “QIU”. The price at which the Shares will be sold to (a) the Company’s preparation of an audited balance sheet reflecting public shall not be higher than the receipt maximum price recommended by the QIU. The Company and each of the proceeds of the Offering, (b) the filing of such audited balance sheet Selling Stockholders hereby confirm their respective agreements with the Securities Underwriters and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment QIU as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.follows:

Introductory. Forum Merger IV Newmont Mining Corporation, a Delaware corporation (the “"Company”"), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell from time to the several underwriters named in Schedule A time (the “Underwriters”i) an aggregate shares of 30,000,000 units common stock of the Company (the “Public Units”"Common Shares"), (ii) shares of a series of preferred stock of the Company (the "Preferred Shares") which may be convertible into Common Shares, (iii) depositary shares (the "Depositary Shares") which will represent a fraction of a Preferred Share or (iv) warrants to purchase Common Shares (the "Warrants") which may be sold separately or together with Common Shares. The Common Shares, the Preferred Shares, the Depositary Shares and the Warrants are hereinafter referred to as the "Securities". The Securities are registered under the registration statement referred to in Section 2(a). The 30,000,000 Public Units to Particular issuances or series of the Securities will be sold by pursuant to a Terms Agreement referred to in Section 3 in the Company are called form of Annex I attached hereto, for resale in accordance with the “Firm Securities.” In additionterms of offering determined at the time of sale. Under such Terms Agreement, subject to the terms and conditions hereof, the Company has granted will agree to issue and sell, and the firm or firms specified therein (the "Underwriters"), for whom you are acting as representatives (the "Representatives") will agree to purchase, the amount of Securities specified therein (the "Firm Securities"). In such Terms Agreement, the Company also may grant to such Underwriters, subject to the Underwriters terms and conditions set forth therein, an option to purchase up additional Securities in an amount not to an exceed the amount specified in such Terms Agreement (such additional 4,500,000 Public Units Securities are hereinafter referred to as provided the "Option Securities"). The Firm Securities and the Option Securities are hereinafter collectively referred to as the "Offered Securities". Preferred Shares issued pursuant to the Terms Agreement referred to in Section 23 will be issued in accordance with a Certificate of Designations as specified in such Terms Agreement (the "Certificate of Designations"). The additional 4,500,000 Public Units Depositary Shares issued pursuant to the Terms Agreement referred to in Section 3 will be sold issued under a Deposit Agreement (the "Deposit Agreement") between the Company and a bank or trust company selected by the Company as specified in such Terms Agreement (the "Depositary"). Warrants issued pursuant to the Terms Agreement referred to in Section 3 will be issued under a Warrant Agreement (the "Warrant Agreement") between a bank or trust company selected by the Company as specified in such option are collectively called Terms Agreement (the “Optional Securities.” The Firm Securities and, if and "Warrant Agent"). Any reference in this Agreement to the extent Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such option is exercisedpreliminary prospectus or the Prospectus, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacitycase may be, the “Representative”) in connection and any reference to "amend", "amendment" or "supplement" with the offering of the Offered Securities for sale respect to the public as contemplated in Registration Statement, any preliminary prospectus or the Prospectus (as defined below) (shall be deemed to refer to and include any documents filed after such date under the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean youSecurities Exchange Act of 1934, as Underwriteramended, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share rules and regulations of the Company’s Class A common stock, par value $0.0001 per share Commission thereunder (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used hereincollectively, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)"Exchange Act") shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesthat are deemed to be incorporated by reference therein.

Introductory. Forum Merger IV CorporationWEC Company, a Delaware corporation (the “Company”"WEC"), proposes, upon subject to the terms and subject to the conditions set forth in this agreement (this “Agreement”)stated herein, to issue and sell to the several underwriters named in Schedule A Credit Suisse First Boston Corporation (the “Underwriters”"Purchaser") an aggregate $130,000,000 principal amount of 30,000,000 units of the Company its 12% Senior Notes due July 15, 2009 (the “Public Units”). The 30,000,000 Public Units "Notes") to be sold by the Company are called the “Firm Securities.” In additionissued under an indenture, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by dated as of July 28, 1999 (the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and"Notes Indenture"), if among WEC, ▇▇▇▇▇ Equipment Company, a Delaware corporation and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” parent of WEC ("▇▇▇▇▇" or the "Parent Guarantor" and together with WEC, the "Issuers"), and United States Trust Company of New York, as trustee (the "Notes Trustee"), which Notes will be unconditionally guaranteed (the "Parent Guaranty") by ▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative and by each future domestic subsidiary of the several Underwriters (in such capacityWEC. ▇▇▇▇▇ proposes, the “Representative”) in connection with the offering of the Offered Securities for sale subject to the public as contemplated in terms and conditions stated herein, to issue and sell the Prospectus (as defined below) Purchaser 51,927 Units (the “Offering”"Units"). To , each Unit consisting of (i) one 15% Senior Discount Debenture due 2011 (the extent there are no additional underwriters listed on Schedule A"Debentures") with a principal amount at maturity of $1,000 to be issued under an indenture, to be dated as of July 28, 1999 (the term “Representative” as used herein shall mean you"Debenture Indenture"), with a potential amount at maturity of $1,000 between ▇▇▇▇▇ and United States Trust Company of Texas, N.A., as Underwriter, trustee (the "Debenture Trustee") and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists (ii) .8745 shares of one share of the Company’s Class A common stock, $.01 par value $0.0001 per share (“Class A the "Common Stock”), and one-fourth ") of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”)▇▇▇▇▇. The shares of Class A Common Stock to be issued as part of the Units are collectively referred to as the "Shares" and the Public Warrants included Notes, Units, Debentures and Shares are collectively referred to as the "Securities." The United States Securities Act of 1933, as amended, is herein referred to as the "Securities Act." Pursuant to agreements dated as of July 1, 1999 and as of July 7, 1999 (the "Acquisition Agreements"), ▇▇▇▇▇ will purchase the common stock or assets of Tru-Part Manufacturing Corporation and its principal operating subsidiary, Tool & Implement Supply Company (collectively, "TISCO") and Central Fabricators Inc. ("Central Fabricators") (collectively, the "Acquisitions"). Holders (including subsequent transferees) of the Notes and Debentures will have the registration rights set forth in the Public Units will not trade separately until Registration Rights Agreement (the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading"Registration Rights Agreement"), subject among WEC, ▇▇▇▇▇ and the Purchaser, in substantially the form of Exhibit A hereto. Pursuant to (a) the Company’s preparation of an audited balance sheet reflecting Registration Rights Agreement, the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet Issuers agree to file with the Securities and Exchange Commission (the “"Commission”") on under the circumstances set forth therein, (i) a Form 8-K or similar form by registration statement under the Company that includes such audited balance sheetSecurities Act (the "Notes Exchange Offer Registration Statement") registering an issue of senior notes identical to the Notes (the "Exchange Notes") to be offered in exchange for the Notes (the "Notes Exchange Offer"), (ii) a registration statement under the Securities Act (the "Debentures Exchange Offer Registration Statement") registering an issue of senior discount debentures identical to the Debentures (the "Exchange Debentures") to be offered in exchange for the Debentures (the "Debentures Exchange Offer") and (ciii) under the Company having issued circumstances set forth therein, a press release announcing when such separate trading will beginregistration statement pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement"). Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary Holders of the date Shares will have certain registration rights pursuant to a Registration Rights and Securityholders Agreement (the "Securityholders Agreement") among ▇▇▇▇▇, Madison Dearborn Partners, Inc. and the Purchaser. This Agreement, the Notes Indenture, the Notes, the Parent Guaranty, the Debenture Indenture, the Debentures, the Registration Rights Agreement, the Securityholders Agreement and the Acquisition Agreements are sometimes referred to in this Agreement, individually, as a "Transaction Document" and, collectively, as the "Transaction Documents." The Acquisitions and the offering of the completion of such initial Business Combination or earlier upon redemption or Liquidation Notes and the Units (as defined below); provided, however, that pursuant the "Offerings") are sometimes referred to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, individually, as a "Transaction" and collectively, as the term “Business Combination” ("Transactions." WEC and ▇▇▇▇▇ each hereby agree with the Purchaser as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.follows:

Introductory. Forum Merger IV CorporationNational Storage Affiliates Trust, a Delaware corporation Maryland real estate investment trust (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 units [·] common shares of the Company beneficial interest, par value $0.01 per share (the “Public UnitsShares”)) of the Company. The 30,000,000 Public Units [·] Shares to be sold by the Company are called the “Firm SecuritiesShares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units [·] Shares as provided in Section 2. The additional 4,500,000 Public Units [·] Shares to be sold by the Company pursuant to such option are collectively called the “Optional SecuritiesShares.” The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares are collectively called the “Offered SecuritiesShares.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) has and ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”)Shares. To the extent there are no additional underwriters listed on Schedule A, the term “RepresentativeRepresentatives” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists In connection with the Company’s initial public offering described herein, (i) (A) Guardian Storage Centers, LLC and its controlled affiliates, Move It Self Storage, LP and its controlled affiliates, ▇▇▇▇▇ ▇▇▇▇▇▇ Real Estate Inc. and its controlled affiliates, Optivest Properties, LLC and its controlled affiliates, SecurCare Self Storage, Inc. and its controlled affiliates, and Arizona Mini Storage Management Company and its controlled affiliates (collectively, the “Contributors”) have contributed or are expected to contribute 187 properties to NSA OP, LP, a Delaware limited partnership and direct subsidiary of one share the Company (the “Operating Partnership”), in exchange for 19.2 million Class A units of limited partner interest in the Operating Partnership (“OP Units”), 9.0 million Class B units of limited partner interest in the Operating Partnership (“SP Units”) and 1.2 million long-term incentive plan units in the Operating Partnership (“LTIP Units”), (B) certain of such Contributors contributed 12 properties to 12 separate limited partnership subsidiaries of the Operating Partnership (each, a “DownREIT Partnership”) in exchange for 1.4 million Class X units of limited partner interest in a DownREIT partnership (“DownREIT OP Units”) and 3.7 million Class B units of limited partner interest in a DownREIT partnership (“DownREIT SP Units, and together with OP Units, SP Units, LTIP Units and DownREIT OP Units, “Units”); (C) other parties have sold or are expected to sell 47 properties to the Operating Partnership in exchange for cash and 1.2 million OP Units, and (D) the Company and certain Subsidiaries (as hereinafter defined) will have entered into contribution agreements (the “Contribution Agreements”), purchase and sale agreements (the “Purchase Agreements”), facilities portfolio management agreements (the “Facilities Portfolio Management Agreements”), asset management agreements (the “Asset Management Agreements”), a registration rights agreement (the “Registration Rights Agreement”) and other commercial agreements with certain of the Contributors and certain other parties, as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus (each, as hereinafter defined) under the caption “The Formation and Structure of Our Company”; (ii) the Operating Partnership will repay in full two senior term loans, an unsecured term loan and a mezzanine loan and will partially repay its revolving line of credit, as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”; (iii) the Operating Partnership has issued LTIP Units to certain members of the board of managers of the Company’s Class A common stocksole trustee and certain of the Company’s officers, par value $0.0001 per share trustee nominees, employees, participating regional operators and consultants in each case in the amounts and in the manner described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Our Management—Prior Incentive Plan” and the “The Formation and Structure of our Company—Consulting Services”; (“Class A Common Stock”), iv) the Company and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Operating Partnership will have entered into employment agreements (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “CommissionEmployment Agreements”) on a Form 8-K or similar form by the Company that includes such audited balance sheetwith each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and (c) the Company having issued a press release announcing when such separate trading will begin▇▇▇▇▇▇ ▇. Each whole Public Warrant entitles its holder▇▇▇▇▇▇▇▇▇, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the ProspectusRegistration Statement, during the period commencing 30 days after Time of Sale Prospectus and the completion Prospectus under the caption “Our Management—Employment Agreements”; (v) the Operating Partnership will have entered into agreements of an initial Business Combination limited partnership (as defined beloweach, a “DownREIT Partnership Agreement”) and terminating on the five-year anniversary with each of the date DownREIT Partnerships, as described in the Registration Statement, the Time of Sale Prospectus and the completion Prospectus under the caption “The Formation and Structure of such initial Business Combination or earlier upon redemption or Liquidation Our Company—DownREIT Partnerships”; and (as defined below); provided, however, that pursuant vi) the Operating Partnership’s partnership agreement will have been amended and restated to the Warrant Agreement (form thereof filed as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in an exhibit to the Registration Statement (as defined belowso amended and restated, the “Operating Partnership Agreement”).The transactions referred to in the immediately preceding sentence, as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, are referred to herein as the “Transactions” and all agreements and instruments entered into or executed in connection therewith (including, but not limited to, the Contribution Agreements, the Purchase Agreements, the Facilities Portfolio Management Agreements, the Asset Management Agreements, the Registration Rights Agreement, the Employment Agreements, the DownREIT Partnership Agreements and the Operating Partnership Agreement) are referred to herein as the “Transaction Agreements”). The Representatives agree that up to 5% of the Firm Shares to be purchased by the Underwriters (the “Directed Shares”) shall mean a mergerbe reserved for sale to certain eligible trustees, capital stock exchangeofficers and employees of the Company and persons having business relationships with the Company (collectively, asset acquisitionthe “Participants”), stock purchaseas part of the distribution of the Offered Shares by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, reorganization or similar the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business combination with one or more businessesday after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby.

Introductory. Forum Merger IV CorporationLive Oak Acquisition Corp. II, a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 22,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 22,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 3,300,000 Units as provided in Section 2. The additional 4,500,000 Public 3,300,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has and BofA Securities, Inc. (“BofA Securities”) have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “RepresentativeRepresentatives” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth third of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV CorporationCM Life Sciences II Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 24,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 24,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 3,600,000 Units as provided in Section 2. The additional 4,500,000 Public 3,600,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative a Representative of the several Underwriters (together in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (( “Class A Common Stock”), and one-fourth fifth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV CorporationLGL Systems Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 15,000,000 units of the Company (the “Public Units”). The 30,000,000 15,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 2,250,000 Public Units as provided in Section 2. The additional 4,500,000 2,250,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesbusinesses or entities.

Introductory. Forum Merger IV CorporationSmart Move, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 units 5,500,000 Units, each Unit consisting of (i) one share of the Company Company’s common stock (“Common Stock”), (ii) one redeemable Class A warrant to purchase one share of Common Stock (each a “Class A Warrant” and, collectively, the “Public UnitsClass A Warrants”) and (iii) one non-redeemable Class B warrant to purchase one share of Common Stock (each a “Class B Warrant” and, collectively, the “Class B Warrants” and, together with the Class A Warrants, the “Warrants”). The 30,000,000 Public Warrants are to be issued under the terms of a Warrant Agreement (the “Warrant Agreement”) by and between the Company and Corporate Stock Transfer, Inc., as warrant agent (the “Warrant Agent”), substantially in the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). The 5,500,000 Units to be sold by the Company are collectively called the “Firm SecuritiesUnits.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 825,000 Units (the “Optional Units”), as provided in Section 2. The additional 4,500,000 Public Firm Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities Units are collectively called the “Offered SecuritiesUnits.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) Investment Company, Inc. has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”)Units. The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of confirms its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet agreement with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment Underwriters as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.follows:

Introductory. Forum Merger IV CorporationLive Oak Crestview Climate Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 20,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 3,000,000 Units as provided in Section 2. The additional 4,500,000 Public 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has and BofA Securities, Inc. (“BofA Securities”) have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “RepresentativeRepresentatives” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth third of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Public Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV CorporationDelcath Systems, Inc., a Delaware corporation (the “Company”), proposesproposes to sell, upon pursuant to the terms and subject of this Agreement, to each of the conditions set forth Underwriters named in this agreement Schedule IV hereto (this collectively, the “AgreementUnderwriters”), to issue for whom ▇▇▇▇▇ and sell to the several underwriters named in Schedule A Company, LLC and Wedbush Securities Inc. are acting as representatives (the “UnderwritersRepresentatives”) an aggregate of 30,000,000 units (i) 13,333,340 shares (the “Firm Stock”) of common stock, $0.01 par value of the Company (the “Public Units”). The 30,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling (ii) warrants (the holder “Firm Warrants”) to purchase one share 4,000,002 of Class A shares of Common Stock (the “Public Warrant(s)Firm Warrant Shares”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional (i) 2,000,000 shares of Class A Common Stock (the “Optional Stock”) and/or (ii) warrants (the “Optional Warrants”) to purchase up to 600,000 shares of Common Stock (the “Optional Warrant Shares”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”, the Firm Warrants and the Optional Warrants are collectively referred to as the “Warrants” and the Firm Warrant Shares together with the Optional Warrant Shares are collectively referred to as the “Warrant Shares”. The Stock, the Warrants and the Warrant Shares are collectively referred to as the “Securities.” The Firm Stock and the Firm Warrants shall be sold together as a fixed combination, each consisting of one share of the Common Stock and one Warrant to purchase 0.30 of a share of Common Stock. The Optional Stock and the Public Optional Warrants included may be sold either together or separately in any combination to be determined by the Underwriters. The Shares and the Warrants shall be immediately separable and transferable upon issuance. The terms of the Warrants are set forth in the Public Units will not trade separately until the 52nd day following the date form of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class attached as Exhibit A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesseshereto.

Introductory. Forum Merger IV CorporationCharm Communications Inc., a Delaware corporation an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to agrees with the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 30,000,000 units of to issue and sell to the Company Underwriters 7,812,500 American Depositary Shares (the “Public UnitsADSs”), representing 15,625,000 Class A ordinary shares, par value US$0.0001 per share (the “Class A Ordinary Shares”), of the Company. The 30,000,000 Public Units aggregate of 7,812,500 ADSs representing 15,625,000 Class A Ordinary Shares to be sold by the Company are is herein called the “Firm Securities.” In addition, ”. The shareholder of the Company has granted named in Schedule B hereto (the “Selling Shareholder”) also proposes to sell, severally, to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to an aggregate of not more than 1,171,875 additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called ADSs representing 2,343,750 Class A Ordinary Shares (the “Optional Securities.” ”). The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.”. The Class A Ordinary Shares represented by the Firm Securities are herein called the “Firm Shares” and the Class A Ordinary Shares represented by the Optional Securities are herein called the “Optional Shares”, and the Firm Shares and the Optional Shares are herein collectively called the “Offered Shares”. The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of [Ÿ], 2010, among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and holders and beneficial owners from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs. As part of the offering contemplated by this Agreement, ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC & Co (the “JefferiesDesignated Underwriter”) has agreed to act as the representative reserve out of the several Underwriters (in such capacityFirm Securities purchased by it under this Agreement, the “Representative”) in connection with the offering of the Offered Securities up to 390,625 ADSs, for sale to the public Company’s directors, officers, employees and other parties associated with the Company (collectively, the “Participants”), as contemplated set forth in the Final Prospectus (as defined belowherein) under the heading “Underwriting” (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)Directed Share Program”). The shares of Class A Common Stock and Firm Securities to be sold by the Public Warrants included in Designated Underwriter pursuant to the Public Units Directed Share Program (the “Directed ADSs”) will not trade separately until be sold by the 52nd day following Designated Underwriter pursuant to this Agreement at the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading)initial public offering price, subject to (a) the Company’s preparation terms of an audited balance sheet reflecting this Agreement, the receipt by the Company applicable rules, regulations and interpretations of the proceeds of the OfferingFinancial Industry Regulatory Authority, (b) the filing of such audited balance sheet with the Securities and Exchange Commission Inc. (the “CommissionFINRA”) on a Form 8-K or similar form and all other applicable laws, rules and regulations. Any Directed ADSs not subscribed for by the Company that includes such audited balance sheet, and (c) end of the Company having issued a press release announcing when such separate trading business day on which this Agreement is executed will begin. Each whole Public Warrant entitles its holder, upon exercise, be offered to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment the public by the Underwriters as described set forth in the Final Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV CorporationX4 Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposesproposes to sell, upon pursuant to the terms and subject to the conditions set forth in of this agreement Underwriting Agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”) ), an aggregate of 30,000,000 units of the Company (i) 52,300,000 shares (the “Public UnitsFirm Shares”) of common stock, $0.001 par value per share (the “Common Stock”). The 30,000,000 Public Units , of the Company, (ii) Pre-Funded Warrants, substantially in the form of Annex A hereto, to be sold by purchase 6,800,000 shares of Common Stock with an exercise price equal to $0.001 per share (the Company are called “Pre-Funded Warrants”) and (iii) Class C Warrants, substantially in the form of Annex B hereto, to purchase an aggregate of 29,550,000 shares of Common Stock, with an exercise price of $1.50 per share (the “Firm Class C Warrants” and together with the Pre-Funded Warrants, being hereafter collectively referred to as the “Firm Warrants”, and such Firm Warrants and Firm Shares being collectively referred to as the “Firm Securities.” ”). In addition, the Company has granted to the Underwriters an option to purchase up to (i) an additional 4,500,000 Public Units 8,865,000 shares of Common Stock (the “Optional Shares”, together with the Firm Shares, the “Shares”) and/or (ii) Class C Warrants to purchase 4,432,500 shares of Common Stock, with an exercise price of $1.50 per share (the “Optional Class C Warrants”, together with the Firm Class C Warrants, the “Class C Warrants” and together with the Pre-Funded Warrants, herein referred to as the “Warrants”), as provided in Section 23 of this Agreement. The additional 4,500,000 Public Units Optional Shares and/or Optional Class C Warrants to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” ”. The Firm Shares (and if applicable, the Pre-Funded Warrants) and the accompanying Firm Class C Warrants shall be sold together as a fixed combination, each consisting of (i) one Firm Share (or Pre-Funded Warrant) and (ii) one Firm Class C Warrant to purchase one-half of a share of Common Stock. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities Securities, are collectively called referred to as the “Offered Securities.” ”. ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (“Piper”), ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated (“Stifel”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act & Co. are acting as the representative representatives of the several Underwriters (and in such capacity, capacity are hereinafter referred to as the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “RepresentativeRepresentatives.” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, “Warrant Shares” means the term “Business Combination” (as described more fully in shares of Common Stock issuable upon exercise of the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesWarrants.

Introductory. Forum Merger IV CorporationLive Oak Crestview Climate Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 25,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 3,750,000 Units as provided in Section 2. The additional 4,500,000 Public 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has and BofA Securities, Inc. (“BofA Securities”) have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “RepresentativeRepresentatives” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representative informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV Corporation▇▇▇▇▇▇▇ Acquisition Company II, a Delaware corporation Cayman Islands exempted company (the “Company”), proposesproposes to sell, upon pursuant to the terms and subject to of this Underwriting Agreement (the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,” and each an “Underwriter”) ), an aggregate of 30,000,000 20,000,000 units of the Company (the “Public Firm Units”)) at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The 30,000,000 Public Firm Units are to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units as provided in Section 2. The additional 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale offered initially to the public as contemplated in at the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresoffering price of $10.00 per Firm Unit. Each Public Firm Unit consists of one share of the Company’s Class A common stockordinary share, par value $0.0001 per share (“Class A Common StockOrdinary Shares” and the Class A ordinary shares included in the Firm Units, the “Firm Shares”) of the Company and one-third of one warrant (collectively, the “Firm Warrants”), of which each whole Firm Warrant entitles the holder thereof to purchase one Class A Ordinary Share under the terms further described below. The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 3,000,000 units (the “Optional Units”), each unit consisting of one Class A Ordinary Share (collectively, the “Optional Shares”) and one-fourth third of one redeemable warrantwarrant as described above (collectively, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)Optional Warrants”). The shares Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Warrants and the Optional Warrants as the “Public Warrants.” ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) is acting as representative of Class A Common Stock the several Underwriters and in such capacity are hereinafter referred to as the “Representative.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Warrants included in the Public Firm Units and any Optional Units will not trade be separately tradable until the 52nd day following after the date of the Prospectus (hereof unless the Representative informs inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such containing an audited balance sheet, sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Offering”) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, holder to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing 30 on the later of thirty (30) days after the completion of an initial Business Combination or twelve (as defined below12) months after the closing of this Offering, and terminating (ii) expiring at 5:00 P.M., New York City time, on the five-year fifth anniversary of the date of the completion of such an initial Business Combination or earlier upon redemption or Liquidation (as defined below)redemption; provided, however, provided that pursuant to no fractional Class A Ordinary Shares shall be issued in respect of the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereofPublic Warrants. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement (as defined below)) , shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more businessesbusinesses or entities and involving the Company. In September 2024, the Company issued an aggregate of 5,750,000 Class B Ordinary Shares, par value $0.0001 per share (the “Insider Shares”), to RJ Healthcare SPAC II, LLC a Georgia limited liability company (the “Sponsor”), for an aggregate purchase price of $25,000. The Insider Shares include an aggregate of up to 750,000 Class B Ordinary Shares subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the Sponsor will collectively own 20.0% of the Company’s issued and outstanding Ordinary Shares after the Offering (excluding the sale of Private Units (as defined below) and assuming that the Sponsor does not purchase Public Units in the Offering). Simultaneously with the Closing of the Offering, the Company will enter into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) with the Sponsor and ▇▇▇▇ (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 550,000 units (or up to 610,000 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one Class A Ordinary Share (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and one-third of one warrant (collectively, the “Private Warrants” and, together with the Public Warrants, the “Warrants”). The Private Units, Private Shares and Private Warrants are substantially similar to the Public Units, Public Shares and Public Warrants, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The holders of the Private Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Private Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Private Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Private Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Private Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110(g). The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, substantially in the form filed as an exhibit to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Units and a portion of the proceeds from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Public Units. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants with CST, as warrant agent, substantially in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the holders of the Insider Shares and the Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of, among other securities, the Insider Shares, the Private Units and the securities underlying the Private Units. The Company has entered into letter agreements (the “Insider Letters”), dated as of the date hereof, with the Company’s initial shareholders, officers and directors, substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the initial shareholders, officers and directors agree to certain actions described in the Prospectus. The Company and the Representative have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the date hereof, substantially in the form filed as an exhibit to the Registration Statement.

Introductory. Forum Merger IV CorporationU.S. Restaurant Properties, Inc., a Delaware Maryland corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 units 2,575,000 shares of its Common Stock, par value $.001 per share (the “Common Stock”); and the stockholders of the Company named in Schedule B (collectively, the “Public UnitsSelling Stockholders”)) severally propose to sell to the Underwriters an aggregate of 1,500,000 shares of Common Stock. The 30,000,000 Public Units 2,575,000 shares of Common Stock to be sold by the Company and the 1,500,000 shares of Common Stock to be sold by the Selling Stockholders are collectively called the “Firm SecuritiesCommon Shares.” In addition, the Company has Selling Stockholders have granted to the Underwriters an option to purchase up to an additional 4,500,000 Public Units 611,250 shares of Common Stock, each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B, all as provided in Section 2. The additional 4,500,000 Public Units 611,250 shares to be sold by the Company Selling Stockholders pursuant to such option options are collectively called the “Optional SecuritiesCommon Shares.” The Firm Securities Common Shares and, if and to the extent such option is options are exercised, the Optional Securities Common Shares are collectively called the “Offered SecuritiesCommon Shares.” ▇▇▇Banc of America Securities LLC (“BAS”), ▇▇▇▇▇▇ LLC ▇▇▇▇▇▇ & Company, Inc. (“JefferiesMK”), and Southwest Securities, Inc. (“Southwest”) has have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”)Shares. The shares of Class A Common Stock Company has prepared and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet filed with the Securities and Exchange Commission (the “Commission”) registration statements on Form S-3 (File No. 333-66371 and File No. 333-108054), which contain prospectuses dated July 12, 1999, and October 1, 2003, respectively, to be used in connection with the public offering and sale of the Common Shares. Such registration statements, as amended, including the financial statements, exhibits and schedules thereto, in the form in which they were declared effective by the Commission under the Securities Act of 1933 and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), all documents incorporated by reference or deemed to be incorporated by reference therein, including any information deemed to be a Form 8-K part thereof at the time of effectiveness pursuant to Rule 430A or similar form Rule 434 under the Securities Act or the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), are collectively called the “Registration Statement.” Any registration statement filed by the Company that includes such audited balance sheetpursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. A prospectus supplement (the “Prospectus Supplement”) setting forth the terms of the offering, the plan of distribution of the Common Shares and (c) additional information concerning the Company having issued a press release announcing when and its business has been or will be so prepared and will be so prepared and filed pursuant to Rule 424(b) of the Securities Act on or before the second business day after the date hereof (or such separate trading will beginearlier time as may be required by the Securities Act). Each whole Public Warrant entitles its holderThe July 12, upon exercise1999, to purchase one share of Class A Common Stock for $11.50 per shareprospectus and the October 1, subject to adjustment as described 2003, prospectus together with the Prospectus Supplement, in the Prospectus, during form first used by the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary Underwriters to confirm sales of the date of Common Shares, are called the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)“Prospectus”; provided, however, that pursuant if the Company has, with the consent of BAS, elected to rely upon Rule 434 under the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used hereinSecurities Act, the term “Business CombinationProspectus” shall mean the Company’s “prospectus subject to completion” (as described more fully defined in Rule 434(g) under the Securities Act) last provided to the Underwriters by the Company (each, a “preliminary prospectus”) dated October 1, 2003 (such preliminary prospectus is called the “Rule 434 preliminary prospectus”), together with the applicable term sheet (the “Term Sheet”) prepared and filed by the Company with the Commission under Rules 434 and 424(b) under the Securities Act and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. Notwithstanding the foregoing, if any revised prospectus shall be provided to the Underwriters by the Company for use in connection with the offering of the Shares that differs from the prospectus referred to in the immediately preceding sentence (whether or not such revised prospectus is required to be field with the Commission pursuant to Rule 424(b) under the Securities Act), the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Underwriters for such use. All references in this Agreement to (i) the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or the Term Sheet, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (as defined below)and all other references of like import) shall be deemed to mean a mergerand include all such financial statements and schedules and other information which are or are deemed to be incorporated by reference in the Registration Statement or the Prospectus, capital stock exchangeas the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, asset acquisition, stock purchase, reorganization or similar business combination with one or more businessesas the case may be.

Introductory. Forum Merger IV CorporationCM Life Sciences, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 35,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 35,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 5,250,000 Units as provided in Section 2. The additional 4,500,000 Public 5,250,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative a Representative of the several Underwriters (together in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (( “Class A Common Stock”), and one-fourth third of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Form 8-K or similar form by the Company that includes such audited balance sheetsheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below)liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV CorporationEmpowerment & Inclusion Capital I Corp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 20,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 3,000,000 Units as provided in Section 2. The additional 4,500,000 Public 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Introductory. Forum Merger IV CorporationEmpowerment & Inclusion Capital I Corp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 30,000,000 24,000,000 units of the Company (the “Public Units”). The 30,000,000 Public 24,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 4,500,000 Public 3,600,000 Units as provided in Section 2. The additional 4,500,000 Public 3,600,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-fourth half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or Liquidation (as defined below)liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.