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”).
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”).
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.
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”):
