12,500,000 Units FORUM MERGER CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 21st, 2017 • Forum Merger Corp • Blank checks • New York
Forum Merger Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
Forum Merger Corporation New York, NY 10036Forum Merger Corp • March 21st, 2017 • Blank checks • New York
We are pleased to accept the offer Forum Investors I, LLC (the “Subscriber” or “you”) has made to purchase 3,593,750 shares of Class F common stock (the “Shares”), $.0001 par value per share (the “Class F Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 468,750 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Forum Merger Corporation, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
EARLYBIRDCAPITAL, INC. New York, New York 10017Forum Merger Corp • March 21st, 2017 • Blank checks • New York
This is to confirm our agreement whereby Forum Merger Corporation, a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-[●]) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • March 21st, 2017 • Forum Merger Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 15th day of March 2017, by and between Forum Merger Corporation, a Delaware corporation (the “Company”), having its principal place of business at 135 East 57th Street, 8th Floor, New York, NY 10022, and Forum Investors I, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 135 East 57th Street, 8th Floor, New York, NY 10022.
