WARRANT AGREEMENTWarrant Agreement • August 8th, 2018 • Forum Merger II Corp • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 8th, 2018 • Forum Merger II Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 2, 2018, by and between Forum Merger II Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Forum Merger II Corporation New York, NY 10105Letter Agreement • August 8th, 2018 • Forum Merger II 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 among Forum Merger II 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 23,000,000 of the Company’s units (including up to 3,000,000 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 redeemable warrant. Each 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 registration statement on Form S-1 a
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2018 • Forum Merger II Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 2, 2018, is made and entered into by and among Forum Merger II Corporation, a Delaware corporation (the “Company”), Forum Investors II LLC, a Delaware limited liability company (the “Sponsor”), Jefferies LLC (“Jefferies”) and EarlyBirdCapital, Inc. (“EBC”) and each of the undersigned individuals (together with the Sponsor, Jefferies, EBC 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”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 8th, 2018 • Forum Merger II Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 2nd day of August 2018, by and between Forum Merger II Corporation, a Delaware corporation (the “Company”), having its principal place of business at 1345 Avenue of the Americas, 11th Floor, New York, NY 10105, and Forum Investors II LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 1345 Avenue of the Americas, 11th Floor, New York, NY 10105.
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 8th, 2018 • Forum Merger II Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of August 2, 2018, by and among Forum Merger II Corporation, a Delaware corporation (the “Company”), Jefferies LLC and EarlyBirdCapital, Inc. (collectively, the “Subscribers”).
FORUM MERGER II CORPORATIONForum Merger • August 8th, 2018 • Forum Merger II Corp • Blank checks • New York
This letter agreement by and between Forum Merger II Corporation (the “Company”) and Forum Capital Management II 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”):
20,000,000 Units FORUM MERGER II CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • August 8th, 2018 • Forum Merger II Corp • Blank checks • New York
Introductory. Forum Merger II Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 20,000,000 units of the Company (the “Public Units”). The 20,000,000 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 3,000,000 Public Units as provided in Section 2. The additional 3,000,000 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”) in connection with the offering of the Offered Securities for sale to the public as contempla
