INDEMNITY AGREEMENTIndemnification 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”).
PUBLIC WARRANT AGREEMENT between FG MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of February 25, 2022Warrant 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”).
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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2024 • iCoreConnect Inc. • Services-prepackaged software
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 16, 2024, by and between ICORECONNECT, INC., a Delaware corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Strata 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 • 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 AGREEMENTIndemnification 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”).
PRIVATE WARRANT AGREEMENT between FG MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of February 25, 2022Warrant 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”).
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”).\
COMMON STOCK PURCHASE WARRANT ICORECONNECT INC.Security Agreement • August 1st, 2024 • iCoreConnect Inc. • Services-prepackaged software
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ], a [ ] (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from ICORECONNECT INC., a Delaware corporation (the “Company”), [ ] shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is being issued to the Holder pursuant to that certain waiver entered into between the Company and Holder on the Issuance Date (the “Waiver”).
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 21st, 2024 • iCoreConnect Inc. • Services-prepackaged software • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 1, 2024, is entered into by and between iCoreConnect Inc., a Delaware corporation, (the “Company”), and [], an [] (the “Buyer”).
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”).
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.Underwriting 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
FG Merger Corp.Underwriting 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
SECURITIES PURCHASE AGREEMENT (Drawdown Agreement)Securities Purchase Agreement • August 1st, 2024 • iCoreConnect Inc. • Services-prepackaged software • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 31, 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 [ ], a [ ], with its address at [ ] (the “Buyer”).
PURCHASE AGREEMENTPurchase Agreement • September 14th, 2023 • iCoreConnect Inc. • Services-prepackaged software • New York
ContractCommon Stock Purchase Warrant • November 1st, 2023 • iCoreConnect Inc. • 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.
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”).
15 EXERCISE PRICE WARRANTS PURCHASE AGREEMENTWarrants 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”).
STRATA PURCHASE AGREEMENTStrata Purchase Agreement • August 21st, 2024 • iCoreConnect Inc. • Services-prepackaged software • New York
THIS STRATA PURCHASE AGREEMENT (the “Agreement”), dated as of August 16, 2024, by and between ICORECONNECT, INC., a Delaware corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (the “Investor”).
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”).
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • May 15th, 2024 • iCoreConnect Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is made as of August 25, 2023, by and between iCoreConnect, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 12.
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 AGREEMENTWarrants 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 2024 • iCoreConnect Inc. • Services-prepackaged software
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 5, 2024, by and between ICORECONNECT INC., a Delaware corporation (the "Company"), and [LENDER] a [STATE] company (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").
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 • 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.
NOTE AMENDMENTNote Amendment • May 15th, 2024 • iCoreConnect Inc. • Services-prepackaged software • Florida
This Note Amendment effective as of May [ ], 2024 (the “Agreement”) is by and between iCoreConnect, Inc., a Delaware corporation (the “Company”), and [ ] (the “Holder”) of a note payable original issued on [ ], 2024 in principal amount of $[ ] (the “Note”). Capitalized terms not defined herein shall have the meanings assigned to them in the Note.
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 AGREEMENTWarrant Clarification Amendment • 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 NOTEPromissory Note • November 1st, 2023 • iCoreConnect Inc. • 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”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 1st, 2024 • iCoreConnect Inc. • Services-prepackaged software • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of October 1, 2024 (the “Closing Date”) by and among THE 20 LLC, a Delaware limited liability company (“Purchaser”), iCore Midco Inc. (f/k/a iCoreConnect Inc.), a Nevada corporation (“Seller”), and iCoreConnect Inc., a Delaware corporation (“Parent”). Purchaser, Seller and Parent are sometimes hereafter referred to collectively as the “Parties” and each individually as a “Party”.
