Exhibit 10.3


 


Forum Investors II, LLC


1615 South Congress Avenue, Suite 103


Delray Beach, FL 33445


 


June 11, 2020


 


Forum Merger II Corporation


c/o Forum Investors II, LLC


1615 South Congress Avenue, Suite 103


Delray Beach, FL 33445


Attn: David Boris, Co-Chief Executive Officer


 


Myjojo, Inc.


c/o Ittella International LLC

6305 Alondra Blvd.


Paramount, CA 90723


Attention: Salvatore Galletti, Chief Executive Officer


 


Salvatore Galletti, as Holder Representative


6305 Alondra Blvd.


Paramount, CA 90723


 


Re: Sponsor Earnout Letter 


 


Ladies and Gentlemen:


 


Reference is made to that certain Agreement
and Plan of Merger, dated as of the date hereof (as it may be amended, the “Merger Agreement”), by and
among (i) Forum Merger II Corporation, a Delaware corporation (the “Parent”), (ii) Sprout Merger Sub,
Inc., a Delaware corporation and a wholly-owned indirect subsidiary of Parent, (iii) Myjojo, Inc., a Delaware corporation (the
“Company”), and (iv) Salvatore Galletti, in the capacity as the initial Holder Representative. Unless
otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Merger Agreement.


 


In order to induce the Company to enter
into the Merger Agreement, the Sponsor has agreed to enter into this letter agreement (this “Agreement”).
Pursuant to and subject to the terms and conditions of this Agreement, the Sponsor agrees to place into escrow 2,500,000 shares
of Parent Common Stock that were purchased by Sponsor in a private placement prior to the IPO (the “Sponsor Earnout
Shares”).


 


For good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Sponsor and each of the undersigned parties hereby agrees as follows:


 


		1.	The Sponsor hereby agrees that, upon and subject to the Closing, the Sponsor will place the Sponsor
Earnout Shares into escrow in accordance with the terms and conditions of the Merger Agreement. Sponsor acknowledges and agrees
that such Sponsor Earnout Shares will thereafter be subject to the vesting terms set forth in the Merger Agreement and if such
vesting conditions are not satisfied, such Sponsor Earnout Shares shall be subject to forfeiture. If all or any portion of the
Sponsor Earnout Shares vest in accordance with the terms of the Merger Agreement, any restrictive legends that have been placed
on the Sponsor Earnout Shares, other than those, if any, required by applicable securities laws, shall be removed (and the undersigned
parties agree to cooperate with the Sponsor in securing the removal of such restrictive legends, if any, that have been placed
on the Sponsor Earnout Shares).



 






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		2.	The Sponsor hereby agrees that, from and after the Closing, the Sponsor shall not sell, transfer,
or otherwise dispose of, or hypothecate or otherwise grant any interest in or to, any of the Sponsor Earnout Shares, unless and
until such shares have become vested in accordance with the terms of the Merger Agreement.



 


		3.	This Agreement, together with the Merger Agreement to the extent referenced herein, constitutes
the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, relating to the subject matter hereof. This Agreement
may not be changed, amended, modified or waived as to any particular provision, except by a written instrument executed by all
parties hereto.



 


		4.	No party hereto may assign either this Agreement or any of its rights, interests, or obligations
hereunder without the prior written consent of the other parties hereto, and any purported assignment in violation of the foregoing
shall be null and void ab initio. This Agreement shall be binding on the parties hereto and their respective successors and assigns.



 


		5.	This Agreement shall be construed and interpreted in a manner consistent with the provisions of
the Merger Agreement. In the event of any conflict between the terms of this Agreement and the Merger Agreement, the terms of the
Merger Agreement shall govern. The provisions set forth in Section 10.6, 10.7, 10.10 and 10.12 of the Merger Agreement, as in effect
as of the date hereof, are hereby incorporated by reference into, and shall be deemed to apply to, this Agreement as if all references
to the “Agreement” in such sections were instead references to this Agreement.



 


		6.	Any notice, consent or request to be given in connection with any of the terms or provisions of
this Agreement shall be in writing and shall be sent in the same manner as provided in the Merger Agreement, with notices to the
Sponsor, the Parent, the Company and the Holder Representative being sent to the addresses set forth therein, in each case with
all copies as required thereunder.



 


		7.	This Agreement shall terminate at such time, if any, as the Merger Agreement is terminated in accordance
with its terms, and upon such termination this Agreement shall be null and void and of no effect whatsoever, and the parties hereto
shall have no obligations under this Agreement.



 


[Remainder of Page Intentionally
Left Blank; Signature page follows]


 






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Please indicate your agreement to the foregoing
by signing in the space provided below.


 


	FORUM INVESTORS II, LLC	 
	 	 	 
	By:	/s/ David Boris   	 
	Name:	David Boris	 
	Title:	Manager	 




 


Accepted and agreed, effective as of the date first set
forth above: 


 


FORUM MERGER II CORPORATION


 


	By:	/s/ Marshall Kiev  	 
	Name:	Marshall Kiev	 
	Title:	Co-CEO and President	 




 


MYJOJO, INC. 


 


	By:	/s/ Salvatore Galletti	 
	Name:	Salvatore Galletti	 
	Title:	President	 




 


	/s/ Salvatore Galletti	 
	SALVATORE GALLETTI, solely in his
    capacity under the
	Merger Agreement as the Holder Representative




 


 


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