Forum Merger II Corp Sample Contracts

Forum Merger II Corp – Forum Merger II Corporation 1345 Avenue of the Americas, 11th Floor New York, NY 10105 (August 8th, 2018)

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Forum Merger II Corporation, a Delaware corporation (the “Company”), and Jefferies LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 a

Forum Merger II Corp – UNIT SUBSCRIPTION AGREEMENT (August 8th, 2018)

This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of August 2, 2018, by and among Forum Merger II Corporation, a Delaware corporation (the “Company”), Jefferies LLC and EarlyBirdCapital, Inc. (collectively, the “Subscribers”).

Forum Merger II Corp – 20,000,000 Units FORUM MERGER II CORPORATION UNDERWRITING AGREEMENT (August 8th, 2018)

Introductory. Forum Merger II Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Public Units”). The 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 3,000,000 Public Units as provided in Section 2. The additional 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.” Jefferies 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 contempla

Forum Merger II Corp – INVESTMENT MANAGEMENT TRUST AGREEMENT (August 8th, 2018)

This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 2, 2018, by and between Forum Merger II Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

Forum Merger II Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FORUM MERGER II CORPORATION August 2, 2018 (August 8th, 2018)

Forum Merger II Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

Forum Merger II Corp – WARRANT AGREEMENT (August 8th, 2018)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 2, 2018, is by and between Forum Merger II Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

Forum Merger II Corp – REGISTRATION RIGHTS AGREEMENT (August 8th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 2, 2018, is made and entered into by and among Forum Merger II Corporation, a Delaware corporation (the “Company”), Forum Investors II LLC, a Delaware limited liability company (the “Sponsor”), Jefferies LLC (“Jefferies”) and EarlyBirdCapital, Inc. (“EBC”) and each of the undersigned individuals (together with the Sponsor, Jefferies, EBC and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

Forum Merger II Corp – UNIT SUBSCRIPTION AGREEMENT (August 8th, 2018)

This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 2nd day of August 2018, by and between Forum Merger II Corporation, a Delaware corporation (the “Company”), having its principal place of business at 1345 Avenue of the Americas, 11th Floor, New York, NY 10105, and  Forum Investors II LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 1345 Avenue of the Americas, 11th Floor, New York, NY 10105.

Forum Merger II Corp – UNIT SUBSCRIPTION AGREEMENT (July 18th, 2018)

This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of July [__], 2018, by and among Forum Merger II Corporation, a Delaware corporation (the “Company”), Jefferies LLC and EarlyBirdCapital, Inc. (collectively, the “Subscribers”).

Forum Merger II Corp – Forum Merger II Corporation 1345 Avenue of the Americas, 11th Floor New York, NY 10105 (July 18th, 2018)

We have acted as counsel to Forum Merger II Corporation, a Delaware corporation (the “Company”), in connection with the registration by the Company with the U.S. Securities and Exchange Commission of up to 23,000,000 units of the Company, including the underwriters’ over-allotment option (collectively the “Units”), with each Unit consisting of one share of Class A common stock of the Company, par value $0.0001 per share (the “Common Stock”) and one redeemable warrant of the Company, each warrant entitling the holder thereof to purchase one share of Common Stock (the “Warrants”), pursuant to a Registration Statement on Form S-1, File No. 333-226084, initially filed by the Company with the Commission on July 6, 2018 (as amended, the “Registration Statement”).

Forum Merger II Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FORUM MERGER II CORPORATION (July 18th, 2018)

Forum Merger II Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

Forum Merger II Corp – REGISTRATION RIGHTS AGREEMENT (July 18th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_], 2018, is made and entered into by and among Forum Merger II Corporation, a Delaware corporation (the “Company”), Forum Investors II LLC, a Delaware limited liability company (the “Sponsor”), Jefferies LLC (“Jefferies”) and EarlyBirdCapital, Inc. (“EBC”) and each of the undersigned individuals (together with the Sponsor, Jefferies, EBC and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

Forum Merger II Corp – CODE OF ETHICS OF FORUM MERGER II CORPORATION (July 18th, 2018)
Forum Merger II Corp – INVESTMENT MANAGEMENT TRUST AGREEMENT (July 18th, 2018)

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_], 2018, by and between Forum Merger II Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

Forum Merger II Corp – INDEMNITY AGREEMENT (July 18th, 2018)

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of             , 2018, by and between Forum Merger II Corporation, a Delaware corporation (the “Company”), and             (“Indemnitee”).

Forum Merger II Corp – FORUM MERGER II CORPORATION AUDIT COMMITTEE CHARTER (July 18th, 2018)
Forum Merger II Corp – [Form of Warrant Certificate] [FACE] (July 18th, 2018)

This Warrant Certificate certifies that                    , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value per share (“Common Stock”), of Forum Merger II Corporation, a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the Exercise Period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in

Forum Merger II Corp – 20,000,000 Units FORUM MERGER II CORPORATION UNDERWRITING AGREEMENT (July 18th, 2018)

Introductory. Forum Merger II Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Public Units”). The 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 3,000,000 Public Units as provided in Section 2. The additional 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.” Jefferies 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 contempla

Forum Merger II Corp – UNIT SUBSCRIPTION AGREEMENT (July 18th, 2018)

This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 6th day of July 2018, by and between Forum Merger II Corporation, a Delaware corporation (the “Company”), having its principal place of business at 1345 Avenue of the Americas, 11th Floor, New York, NY 10105, and  Forum Investors II LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 1345 Avenue of the Americas, 11th Floor, New York, NY 10105.

Forum Merger II Corp – Forum Merger II Corporation 1345 Avenue of the Americas, 11th Floor New York, NY 10105 (July 18th, 2018)

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Forum Merger II Corporation, a Delaware corporation (the “Company”), and Jefferies LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 a

Forum Merger II Corp – WARRANT AGREEMENT (July 18th, 2018)

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [                ], 2018, is by and between Forum Merger II Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

Forum Merger II Corp – FORUM MERGER II CORPORATION UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE WARRANT, EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK (July 18th, 2018)

Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Forum Merger II Corporation, a Delaware corporation (the “Company”), and one warrant (the “Warrant”). Each Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty (30) days after the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each a “Business Combination”), or (ii) twelve (12) months from the closing of the Company’s initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The

Forum Merger II Corp – BY LAWS OF forum merger ii CORPORATION (THE “CORPORATION”) (July 6th, 2018)
Forum Merger II Corp – Contract (July 6th, 2018)

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Forum Merger II Corp – Forum Merger II Corporation 1345 Avenue of the Americas, 11th Floor New York, NY 10105 (July 6th, 2018)

This agreement (the “Agreement”) is entered into on May 16, 2018 by and between Forum Investors II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Forum Merger II Corporation, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:

Forum Merger II Corp – CERTIFICATE OF INCORPORATION OF FORUM MERGER II CORPORATION May 4, 2018 (July 6th, 2018)

The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: