REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2020 • Forum Merger III Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 18, 2020, is made and entered into by and among Forum Merger III Corporation, a Delaware corporation (the “Company”), Forum Investors III LLC, a Delaware limited liability company (the “Sponsor”), Jefferies LLC (“Jefferies”) and each of the undersigned parties (together with the Sponsor, Jefferies, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 7th, 2020 • Forum Merger III Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020, by and between Forum Merger III Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • August 7th, 2020 • Forum Merger III Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __, 2020, by and between Forum Merger III Corporation, a Delaware corporation (the “Company”), and _____________ (“Indemnitee”).
Forum Merger III Corporation Delray Beach, Florida 33445Letter Agreement • August 21st, 2020 • Forum Merger III 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 among Forum Merger III 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 up to 28,750,000 of the Company’s units (including up to 3,750,000 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-third 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. The Units will be sold in the Public Offering pursuant to a registrati
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 21st, 2020 • Forum Merger III Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 18, 2020, by and between Forum Merger III Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENT FORUM MERGER III CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [ ], 2020Warrant Agreement • August 14th, 2020 • Forum Merger III Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [ ], 2020, is by and between Forum Merger III Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 11th, 2020 • Forum Merger III Corp • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December 10, 2020, by and between Forum Merger III Corporation, a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
Forum Merger III CorporationSecurities Subscription Agreement • August 7th, 2020 • Forum Merger III Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into on June 26, 2019 by and between Forum Investors III LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Forum Merger III 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:
25,000,000 Units FORUM MERGER III CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • August 21st, 2020 • Forum Merger III Corp • Blank checks • New York
Introductory. Forum Merger 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 25,000,000 units of the Company (the “Public Units”). The 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 3,750,000 Public Units as provided in Section 2. The additional 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.” Jefferies LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”
WARRANT AGREEMENT FORUM MERGER III CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated August 18,, 2020Warrant Agreement • August 21st, 2020 • Forum Merger III Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated August 18, 2020, is by and between Forum Merger III Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 21st, 2020 • Forum Merger III Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of August 18, 2020, by and between Forum Merger III Corporation, a Delaware corporation (the “Company”), and Jefferies LLC (the “Subscriber”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 21st, 2020 • Forum Merger III Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 18th day of August 2020, by and between Forum Merger III Corporation, a Delaware corporation (the “Company”), having its principal place of business at 1615 South Congress Avenue, Suite 103, Delray Beach, Florida 33445, and Forum Investors III LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 1615 South Congress Avenue, Suite 103, Delray Beach, Florida 33445.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2021 • Electric Last Mile Solutions, Inc. • Motor vehicles & passenger car bodies • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is entered into on June 25, 2021, by and among Forum Merger III Corporation (the “Company”), and the undersigned parties listed on the signature pages hereto (each, an “Investor” and, collectively, the “Investors”) and will be effective as of the Effective Time (as defined in the Merger Agreement (as defined below)).
EMPLOYMENT AGREEMENTEmployment Agreement • June 30th, 2021 • Electric Last Mile Solutions, Inc. • Motor vehicles & passenger car bodies • Michigan
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is agreed upon and entered into this 10th day of December, 2020, by and between Hailiang Hu (the “Employee”) and Electric Last Mile, Inc., a Delaware corporation, together with its affiliates, successors and assigns (the “Company”) (each individually a “Party” and collectively the “Parties”).
FORUM MERGER III CORPORATIONForum Merger • August 21st, 2020 • Forum Merger III Corp • Blank checks • New York
This letter agreement by and between Forum Merger III Corporation (the “Company”) and Forum Capital Management III LLC (“FCM”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FORUM MERGER III CORPORATION 2020 INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • June 30th, 2021 • Electric Last Mile Solutions, Inc. • Motor vehicles & passenger car bodies • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made and entered into as of [•], 20[•] (the “Grant Date”), by and between Forum Merger III Corporation, a Delaware corporation (the “Company”), and the employee of the Company or one of its affiliates whose signature is set forth on the signature page hereof (the “Participant”).
SETTLEMENT AGREEMENTSettlement Agreement • March 4th, 2022 • Electric Last Mile Solutions, Inc. • Motor vehicles & passenger car bodies • New York
THIS SETTLEMENT AGREEMENT (the “Agreement”), is made as of March 1, 2022, and effective as of February 1, 2022 (the “Effective Date”), by and between Electric Last Mile Solutions, Inc., a Delaware corporation (the “Company”), and Jason Luo (the “Executive,” and, together with the Company, the “Parties,” and each a “Party”).
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • December 11th, 2020 • Forum Merger III Corp • Blank checks • Delaware
This Restrictive Covenant Agreement (this “Agreement”) is entered into as of December [●], 2020 by and between Forum Merger III Corporation, a Delaware corporation (“Parent”), and [●] (the “Restricted Party”, and together with Parent, the “Parties”, and each a “Party”) and will be effective as of the Effective Time (as defined in the Merger Agreement (as defined below)). References to the “Company” in this Agreement shall refer to Parent after giving effect to the consummation of the Merger (as defined below) and each of Parent’s direct and indirect Subsidiaries (including ELM) and any of their respective successors-in-interest or joint ventures (if any).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • December 11th, 2020 • Forum Merger III Corp • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of December 10, 2020, is entered into by and among Forum Investors III LLC, a Delaware limited liability company (the “Sponsor Holdco”, the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each a “Sponsor” and, together, the “Sponsors”), Forum Merger III Corporation, a Delaware corporation (“Parent”), and Electric Last Mile, Inc., a Delaware corporation (the “Company” and together with the Sponsors and Parent, each a “Party” and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement and Plan of Merger, dated as of December 10, 2020 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Parent, ELMS Merger Corp., a Delaware corporation (“Merger Sub”), and Jason Luo, in the capacity as the initial Stockholder Representative thereto in accordance with the t
SUPPORT AGREEMENTSupport Agreement • December 11th, 2020 • Forum Merger III Corp • Blank checks
This SUPPORT AGREEMENT (this “Agreement”), dated as of [●], 2020, is entered into by and between Forum Merger III Corporation, a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder” and, together with Parent, each a “Party” and collectively, the “Parties”) of Electric Last Mile, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement and Plan of Merger, dated as of December 10, 2020 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Parent, ELMS Merger Corp., a Delaware corporation (“Merger Sub”) and Jason Luo, in the capacity as the initial Stockholder Representative thereto in accordance with the terms and conditions of the Merger Agreement.
Binding Employment Term SheetBinding Employment Term Sheet • February 1st, 2022 • Electric Last Mile Solutions, Inc. • Motor vehicles & passenger car bodies
This term sheet (“Term Sheet”) sets forth the principal terms of an employment agreement between Shauna McIntyre (“Executive”), Electric Last Mile Solutions, Inc. (“ELMS”) and Electric Last Mile, Inc. (together with ELMS, the “Company”). Upon execution, this Term Sheet will constitute a binding agreement by and between the Company and Executive.
FIRST AMENDMENT TO LAND CONTRACTLand Contract • June 2nd, 2022 • Electric Last Mile Solutions, Inc. • Motor vehicles & passenger car bodies
THIS FIRST AMENDMENT TO LAND CONTRACT (this “First Amendment”) is effective as of April 30, 2022, between SF Motors, Inc., a Delaware corporation, DBA SERES (“Vendor”) and Electric Last Mile, Inc., a Delaware corporation (“Purchaser”).
FORUM MERGER III CORPORATION 2020 INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Earnout Shares)Restricted Stock Unit Award Agreement • June 30th, 2021 • Electric Last Mile Solutions, Inc. • Motor vehicles & passenger car bodies • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made and entered into as of [•], 20[•], by and between Forum Merger III Corporation, a Delaware corporation (the “Company”), and the employee of the Company or one of its affiliates whose signature is set forth on the signature page hereof (the “Participant”).
ContractForum Merger III Corp • December 11th, 2020 • Blank checks • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
SUPPLEMENTAL AGREEMENT (to the Agreement for Engineering, Design and Development, Dated March 18, 2021, and Master Purchase Agreement, Dated March 19, 2021)Supplemental Agreement • July 12th, 2021 • Electric Last Mile Solutions, Inc. • Motor vehicles & passenger car bodies
This Agreement is executed this 25 day of JUNE 2021 by and between ELECTRIC LAST MILE, INC.(“PURCHASER”) and LIUZHOU WULING AUTOMOBILE INDUSTRY CO., LTD. (“SELLER”).
LAND CONTRACTLand Contract • June 30th, 2021 • Electric Last Mile Solutions, Inc. • Motor vehicles & passenger car bodies • Indiana
This LAND CONTRACT (“Contract”) is executed to be effective as of the 25th day of June, 2021 (“Execution Date”), by and between SF Motors, Inc., a Delaware corporation, DBA SERES (“Vendor”), and Electric Last Mile, Inc., a Delaware corporation (“Purchaser”).
AGREEMENT AND PLAN OF MERGER by and among FORUM MERGER III CORPORATION, ELMS MERGER CORP., ELECTRIC LAST MILE, INC. and JASON LUO, as the Stockholder Representative Dated as of December 10, 2020Joinder Agreement • December 11th, 2020 • Forum Merger III Corp • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (including the exhibits and schedules hereto, each as amended or restated from time to time, this “Agreement”), dated as of December 10, 2020 (the “Execution Date”), is entered into by and among Forum Merger III Corporation, a Delaware corporation (“Parent”), ELMS Merger Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Electric Last Mile, Inc., a Delaware corporation (the “Company”), and Jason Luo, in the capacity as the initial Stockholder Representative hereto. Each of the signatories to this Agreement referred to herein as a “Party” or, collectively, as the “Parties”.
SUPPLY AGREEMENTSupply Agreement • June 30th, 2021 • Electric Last Mile Solutions, Inc. • Motor vehicles & passenger car bodies
This SUPPLY AGREEMENT (this “Agreement”) is made as of the 9th day of April, 2021, by and between Chongqing Sokon Motors(Group) Imp. & Exp. Co., Ltd. , a People’s Republic of China corporation with address at No. 618 Liangjiang Avenue, Longxing, Yubei District, Chongqing, China (“Supplier”), and Electric Last Mile, Inc., a Delaware corporation (“Buyer”) with address at 1055 W Square Lake Rd, Troy, Michigan 48098.
FIRM ORDER AGREEMENTFirm Order Agreement • September 27th, 2021 • Electric Last Mile Solutions, Inc. • Motor vehicles & passenger car bodies • Michigan
THIS FIRM ORDER AGREEMENT (the “Agreement”) is made effective as of the date of full execution of this Agreement (the “Effective Date”) between Electric Last Mile, Inc., a Delaware corporation (“ELMS”) and Randy Marion Isuzu, LLC dba Randy Marion ELMS, a North Carolina limited liability company (“Buyer”). ELMS and Buyer may hereafter be referred to collectively as the “Parties” and each individually, a “Party.”
Re: Satisfaction or Amendment of Certain Closing Conditions in Merger Agreement; Approval of Entry into Material Agreement Dear Sir or Madam:Supply Agreement • May 7th, 2021 • Forum Merger III Corp • Motor vehicles & passenger car bodies
Reference is hereby made to that certain Agreement and Plan of Merger (as amended from time to time in accordance with its terms, the “Merger Agreement”), dated as of December 10, 2020, by and among Forum Merger III Corporation, a Delaware corporation (“Parent”), ELMS Merger Corp., a Delaware corporation and a wholly owned Subsidiary of Parent, Electric Last Mile, Inc., a Delaware corporation (the “Company”), and Jason Luo, in the capacity as the initial Stockholder Representative hereto. Capitalized terms used in this letter without definition have the respective meanings given to them in the Merger Agreement.
ESCROW AGREEMENTEscrow Agreement • June 30th, 2021 • Electric Last Mile Solutions, Inc. • Motor vehicles & passenger car bodies • New York
This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of June 25, 2021, by and among Forum Merger III Corporation, a Delaware corporation, (“Parent”), Jason Luo, in the capacity as the initial Stockholder Representative (acting on behalf of the Stockholders and not in his personal capacity) under the Merger Agreement (as defined below) (“Stockholder Representative” and, together with the “Parent”, sometimes referred to individually as a “Party” and collectively as the “Parties”), solely for Section 2(c) and Article XIII herein, Forum Investors III LLC, a Delaware limited liability company (“Sponsor”), and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined herein).
MASTER PURCHASE AGREEMENTMaster Purchase Agreement • July 12th, 2021 • Electric Last Mile Solutions, Inc. • Motor vehicles & passenger car bodies
THIS MASTER PURCHASE AGREEMENT (the “Agreement”) is made as of March 19, 2021 (the “Effective Date”) by and between Electric Last Mile, Inc., a Delaware Corporation, with its principle place of business in Michigan, USA (“Buyer”), and Liuzhou Wuling Automobile Industry Co., Ltd., a China company located in Wuling Building, No. 18 Hexi Road, Liuzhou City, Guangxi , China (the “Supplier”). Buyer and Supplier may be referred to herein individually as a “Party” and collectively as the “Parties”.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • June 30th, 2021 • Electric Last Mile Solutions, Inc. • Motor vehicles & passenger car bodies • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of June 25, 2021 (the “Effective Time”), by and among Electric Last Mile Solutions, Inc., a Delaware corporation (f/k/a Forum Merger III Corporation) (the “Company”), and Forum Investors III LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used but not otherwise defined in this Agreement have the respective meanings given to them in the Merger Agreement (as defined below).
ELECTRIC LAST MILE SOLUTIONS, INC. 2020 INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Time & Performance Vesting)Restricted Stock Unit Award Agreement • September 3rd, 2021 • Electric Last Mile Solutions, Inc. • Motor vehicles & passenger car bodies • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made and entered into as of ____________, 20___ (the “Grant Date”), by and between Electric Last Mile Solutions, Inc. (f/k/a Forum Merger III Corporation), a Delaware corporation (the “Company”), and the employee of the Company, or one of its affiliates, whose signature is set forth on the signature page hereof (the “Participant”). This Agreement shall be effective as of the Grant Date but shall be contingent on the Participant accepting this Agreement.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 7th, 2021 • Forum Merger III Corp • Motor vehicles & passenger car bodies • Delaware
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of May 7, 2021, by and among Forum Merger III Corporation, a Delaware corporation (“Parent”), ELMS Merger Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Electric Last Mile, Inc., a Delaware corporation (the “Company”), and Jason Luo, in the capacity as the initial Stockholder Representative hereto. Each of the signatories to this Amendment are referred to herein as a “Party” or, collectively, as the “Parties”. Capitalized terms used in this Amendment without definition have the respective meanings given to them in the Merger Agreement (as defined below).
