INDEMNITY AGREEMENTIndemnity Agreement • February 8th, 2022 • FG Merger Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2022, by and between FG Merger Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
UNDERWRITING AGREEMENT between FG MERGER CORP. and THINKEQUITY LLC as Representative of the Several Underwriters Dated: February 25, 2022 FG MERGER CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 3rd, 2022 • FG Merger Corp. • Blank checks • New York
The undersigned, FG Merger Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with ThinkEquity LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
FORM OF PUBLIC WARRANT AGREEMENTWarrant Agreement • February 23rd, 2022 • FG Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2022, is by and between FG Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 23rd, 2022 • FG Merger Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_], 2022 by and between FG Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • March 3rd, 2022 • FG Merger Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of February 25, 2022, by and between FG Merger Corp., a Delaware corporation (the “Company”), and each of the undersigned (each, an “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 28th, 2024 • iCoreConnect Inc. • Services-prepackaged software
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 26, 2024, by and between ICORECONNECT INC., a Delaware corporation (the "Company"), and ______ (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 3rd, 2022 • FG Merger Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 25, 2022 by and between FG Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, a New York corporation (the “Trustee”).\
FORM OF PRIVATE WARRANT AGREEMENT between FG MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2022Warrant Agreement • February 23rd, 2022 • FG Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2022, is by and between FG Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2022 • FG Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 25, 2022, is made and entered into by and among FG Merger Corp., a Delaware corporation (the “Company”), FG Merger Investors LLC, a Delaware limited liability company (the “Sponsor”), ThinkEquity, a division of Fordham Financial Management, Inc., as a representative of the underwriters (the “Underwriters”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, the Underwriters 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”).
PRIVATE WARRANT AGREEMENT between FG MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of February 25, 2022Private Warrant Agreement • March 3rd, 2022 • FG Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 25, 2022, is by and between FG Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2022 • FG Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2022, is made and entered into by and among FG Merger Corp., a Delaware corporation (the “Company”), FG Merger Investors LLC, a Delaware limited liability company (the “Sponsor”), ThinkEquity, a division of Fordham Financial Management, Inc., as a representative of the underwriters (the “Underwriters”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, the Underwriters 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 8th, 2024 • iCoreConnect Inc. • Services-prepackaged software • Florida
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of [DATE], 2023, is entered into by and between iCoreConnect Inc., a Delaware corporation, (the “Company”), and [ ,] an individual (the “Buyer”).
PUBLIC WARRANT AGREEMENT between FG MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of February 25, 2022Public Warrant Agreement • March 3rd, 2022 • FG Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 25, 2022, is by and between FG Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
FG Merger Corp.Letter Agreement • February 23rd, 2022 • FG Merger Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between FG Merger Corp., a Delaware corporation (the “Company”), and ThinkEquity, a division of Fordham Financial Management, Inc., 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 up to 8,050,000 of the Company’s units (including up to 1,050,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and three-quarters of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as def
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • March 3rd, 2022 • FG Merger Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 25th day of February, 2022, by and between FG Merger Corp., a Delaware corporation (the “Company”), having its principal place of business at 105. S. Maple Street, Itasca, Illinois 60143, and FG Merger Investors LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 105. S. Maple Street, Itasca, Illinois 60143.
FG Merger Corp.Letter Agreement • March 3rd, 2022 • FG Merger Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between FG Merger Corp., a Delaware corporation (the “Company”), and ThinkEquity, a division of Fordham Financial Management, Inc., 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 up to 8,050,000 of the Company’s units (including up to 1,050,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and three-quarters of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as def
ContractiCoreConnect Inc. • November 1st, 2023 • Services-prepackaged software • Florida
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.
PURCHASE AGREEMENTPurchase Agreement • September 14th, 2023 • iCoreConnect Inc. • Services-prepackaged software • New York
15 EXERCISE PRICE WARRANTS PURCHASE AGREEMENTPrice Warrants Purchase Agreement • March 3rd, 2022 • FG Merger Corp. • Blank checks • New York
THIS $15 EXERCISE PRICE WARRANTS PURCHASE AGREEMENT, dated as of February 25, 2022 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among FG Merger Corp., a Delaware corporation (the “Company”), and FG Merger Investors LLC, a Delaware limited liability company (the “Purchaser”).
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • January 6th, 2023 • FG Merger Corp. • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of [], 2022 (this “Support Agreement”), is entered into by and among the stockholder named on the signature page hereto (the “Stockholder”), iCoreConnect Inc., a Nevada corporation (the “Company”), and FG Merger Corp., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 31st, 2023 • FG Merger Corp. • Services-prepackaged software • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 25, 2023, is made and entered into by and among FG Merger Corp., a Delaware corporation (the “Company”), FG Merger Investors LLC, a Delaware limited liability company (the “Sponsor”), ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”), the equityholders designated as Legacy iCore Equityholders on Schedule A hereto (the “Legacy iCore Equityholders”), the equityholders of the Company listed on Schedule B hereto (the “Legacy Company Equityholders, and each such party, together with the Sponsor, ThinkEquity, the Legacy iCore Equityholders 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”).
ASSET PURCHASE AGREEMENT DATED AS OF SEPTEMBER 1, 2023 BETWEEN ICORECONNECT INC. AND PREFERRED DENTAL DEVELOPMENT, LLC., INDEXAsset Purchase Agreement • September 7th, 2023 • iCoreConnect Inc. • Services-prepackaged software • Florida
This ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of this 1st day of September, 2023 between ICORECONNECT INC., a Delaware corporation (“Buyer”), and PREFERRED DENTAL DEVELOPMENT, LLC., an Arizona corporation (“Seller”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2023 • FG Merger Corp. • Services-prepackaged software • Florida
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of September 1, 2023 (the “Effective Date”), by and between iCoreConnect, Inc., a Delaware corporation (the “Company”) having its principal place of business at 529 Crown Point Road, Suite 250 Ocoee, Florida 34761, and David Fidanza (“Executive”, and the Company and the Executive collectively referred to herein as the “Parties”).
11.50 EXERCISE PRICE WARRANTS PURCHASE AGREEMENTPrice Warrants Purchase Agreement • March 3rd, 2022 • FG Merger Corp. • Blank checks • New York
THIS $11.50 EXERCISE PRICE WARRANTS PURCHASE AGREEMENT, dated as of February 25, 2022 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among FG Merger Corp., a Delaware corporation (the “Company”), and FG Merger Investors LLC, a Delaware limited liability company (the “Purchaser”).
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG FG MERGER CORP., FG MERGER SUB INC., AND ICORECONNECT INC. DATED AS OF JANUARY 5, 2023Merger Agreement and Plan of Reorganization • January 6th, 2023 • FG Merger Corp. • Blank checks • Delaware
This MERGER AGREEMENT AND PLAN OF REORGANIZATION, dated as of January 5, 2023, (this “Agreement”), is made by and among FG Merger Corp., a Delaware corporation (“Parent”), FG Merger Sub Inc., a Nevada corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and iCoreConnect Inc., a Nevada corporation (the “Company”). Certain terms used herein are defined in Article I.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2024 • iCoreConnect Inc. • Services-prepackaged software • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 26, 2024, by and between ICORECONNECT INC., a Delaware corporation, with headquarters located at 529 Crown Point Road, Suite 250, Ocoee, FL 34761 (the “Company”), and ______ (the “Buyer”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • January 6th, 2023 • FG Merger Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [ ], 2022, by and between the undersigned (the “Holder”) and FG Merger Corp., a Delaware corporation (“Buyer” or “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).
WARRANT CLARIFICATION AMENDMENT TO PRIVATE WARRANT AGREEMENTPrivate Warrant Agreement • April 17th, 2023 • FG Merger Corp. • Services-prepackaged software
THIS WARRANT CLARIFICATION AMENDMENT to the PRIVATE WARRANT AGREEMENT (this “Amendment”) is made as of [ ], 2023, by and between FG Merger Corp., a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Warrant Agent”), to amend the Private Warrant Agreement dated February 25, 2022, by and between the Company and the Warrant Agent (the “Existing Warrant Agreement”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement. The Existing Warrant Agreement, as amended by this Amendment, is the “New Warrant Agreement”.
PROMISSORY NOTEiCoreConnect Inc. • November 1st, 2023 • Services-prepackaged software • Florida
Reference is made to that certain Asset Purchase Agreement dated [DATE], 2023, by and between ICORECONNECT INC., a Delaware corporation (“Promisor”), and [NAME] (“Promisee”).
ASSET PURCHASE AGREEMENT by and among ICORECONNECT INC., ICORE MIDCO INC., ALLY COMMERCE, INC. dba FEATHERPAY, and CRAIG HAYNOR January 1, 2024Asset Purchase Agreement • January 4th, 2024 • iCoreConnect Inc. • Services-prepackaged software • Delaware
This ASSET PURCHASE AGREEMENT, dated as of January 1, 2024 (this “Agreement”), is by and among Ally Commerce, Inc. d/b/a FeatherPay, a Delaware Corporation (“Seller”), Craig Haynor (the “Seller Principal”), iCoreConnect Inc., a Delaware corporation (“Parent”), and iCore Midco, Inc., a Nevada Corporation and wholly-owned subsidiary of Parent (“Purchaser”). Seller, Seller Principal and Purchaser are each sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 4th, 2024 • iCoreConnect Inc. • Services-prepackaged software • Delaware
This SUBSCRIPTION AGREEMENT, dated as of January 1, 2024 (this “Agreement”), is by and among, each of the undersigned subscribers identified on the signature pages hereto (each a “Subscriber” and together, the “Subscribers”), iCoreConnect Inc., a Delaware corporation (“Parent”).
SPONSOR FORFEITURE AGREEMENTSponsor Forfeiture Agreement • January 6th, 2023 • FG Merger Corp. • Blank checks
This Sponsor Forfeiture Agreement (this “Agreement”) is entered into as of January 5, 2023, by and among FG Merger Investors LLC, a Delaware limited liability company (the “Sponsor”), FG Merger Corp., a Delaware corporation (“SPAC”) and iCoreConnect Inc., a Nevada corporation (the “Company”). SPAC, the Company and the Sponsor are referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
SUBORDINATED SECURITY AGREEMENTSubordinated Security Agreement • January 5th, 2024 • iCoreConnect Inc. • Services-prepackaged software • Massachusetts
This Subordinated Security Agreement (this “Agreement”) dated this 29th day of December, 2023 is by and between iCoreConnect, Inc., a Delaware corporation (“Debtor”) and PIGI Solutions, LLC, a Delaware limited liability company (the “Secured Party”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 19th, 2023 • iCoreConnect Inc. • Services-prepackaged software • Florida
This Stock Purchase Agreement (this “Agreement”) is entered into as of September , 2023 by and among iCoreConnect, Inc. (the “Company”) and (“Buyer”).
AMENDMENT TO COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • January 5th, 2024 • iCoreConnect Inc. • Services-prepackaged software • Florida
This Amendment to Stock Purchase Warrant (the “Amendment”) of iCoreConnect, Inc., a Delaware corporation (“Company”) is entered into as of the date set forth on the signature page hereto, by and between the undersigned holder (the “Holder”) of the original Warrant as set forth on the signature page hereto (the “Warrant”). Capitalized terms used herein, but not otherwise defined shall have the meanings ascribed to them in the Warrant.
