15,000,000 Units FORUM MERGER CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2017 • Forum Merger Corp • Blank checks • New York
Forum Merger Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2017 • Forum Merger Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 6th day of April, 2017, by and between Forum Merger Corporation, a Delaware corporation (the “Company”), and Forum Investors I, LLC (the “Investor”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Forum Merger Corp • April 12th, 2017 • Blank checks • New York
This is to confirm our agreement whereby Forum Merger Corporation, a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-216842) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
RIGHT AGREEMENTRight Agreement • April 12th, 2017 • Forum Merger Corp • Blank checks • New York
This Right Agreement (this “Agreement”) is made as of April 6, 2017 between Forum Merger Corporation, a Delaware corporation, with offices at 135 East 57th Street, 8th Floor, New York, New York 10022 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Rights Agent”).
WARRANT AGREEMENTWarrant Agreement • April 12th, 2017 • Forum Merger Corp • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of April 6, 2017 is between Forum Merger Corporation, a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 12th, 2017 • Forum Merger Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of April 6, 2017 (“Agreement”), by and among FORUM MERGER CORPORATION, a Delaware corporation (“Company”), FORUM INVESTORS I, LLC, a Delaware limited liability company (the “Founder”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENTAmended and Restated Unit Subscription Agreement • April 12th, 2017 • Forum Merger Corp • Blank checks • New York
This AMENDED AND RESTATED UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 6th day of April 2017, by and between Forum Merger Corporation, a Delaware corporation (the “Company”), having its principal place of business at 135 East 57th Street, 8th Floor, New York, NY 10022, and Forum Investors I, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 135 East 57th Street, 8th Floor, New York, NY 10022.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 12th, 2017 • Forum Merger Corp • Blank checks • New York
This Agreement is made as of April 6, 2017 by and between Forum Merger Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
April 6, 2017Underwriting Agreement • April 12th, 2017 • Forum Merger Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Forum Merger Corporation, a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), one right entitling the holder to one-tenth of one share of Common Stock (each a “Right”), and one half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
April 6, 2017Underwriting Agreement • April 12th, 2017 • Forum Merger Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Forum Merger Corporation, a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), one right entitling the holder to one-tenth of one share of Common Stock (each, a “Right”), and one half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
FORUM MERGER CORPORATION c/o Forum Investors I, LLCForum Merger Corp • April 12th, 2017 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Forum Merger Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Forum Capital Management, LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 135 East 57th Street, 8th Floor, New York, NY 10022 (or any successor location). In exchange therefor, the Company shall pay Forum Capital Management, LLC the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Fo
