FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2023 • FG Merger Corp. • Blank checks • New York
THIS AMENDED AND RESTATED 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. (“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”).
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.
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).
COMPANY STOCKHOLDER SUPPORT AGREEMENTStockholder 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).
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.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • January 6th, 2023 • FG Merger Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT, dated as of January 5, 2023 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), iCoreConnect Inc., a Nevada corporation (the “Company”) and FG Merger Corp., a Delaware corporation (“Buyer”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
