Exhibit 10.5


 


EXECUTION VERSION


 


Forum Merger IV Corporation


 


January 28, 2021


 


Forum Investors IV LLC


 


RE: Securities Subscription Agreement 


 


Ladies and Gentlemen:


 


This agreement (the “Agreement”)
is entered into on January 28, 2021 by and between Forum Investors IV LLC, a Delaware limited liability company (the “Subscriber”
or “you”), and Forum Merger IV Corporation, a Delaware corporation (the “Company”, “we”
or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase
8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which
are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”)
of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company
and the Subscriber’s agreements regarding such Shares are as follows:


 


1. Purchase of Securities.


 


1.1. Purchase of Shares. For the sum
of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues
the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the terms
and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s
execution of this Agreement, the Company shall, at its option, deliver to the Subscriber
a certificate registered in the Subscriber’s name representing the shares (the “Original Certificate”),
or effect such delivery in book-entry form.


 


2. Representations, Warranties and Agreements.


 


2.1. Subscriber’s Representations,
Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and
warrants to the Company and agrees with the Company as follows:


 


2.1.1. No Government Recommendation or Approval.
The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering
of the Shares.


 


2.1.2. No Conflicts. The execution, delivery
and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate,
conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture
or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject,
or any agreement, order, judgment or decree to which the Subscriber is subject.


 


2.1.3. Organization and Authority. The
Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses
all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery
by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with
its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar
laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of
whether enforcement is sought in a proceeding at law or in equity).


 


2.1.4. Experience, Financial Capability and
Suitability. Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment
in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because
the Shares have not been registered under the Securities Act (as defined below) and therefore cannot be sold unless subsequently
registered under the Securities Act or an exemption from such registration is available. Subscriber is capable of evaluating the
merits and risks of its investment in the Company and has the capacity to protect its own interests. Subscriber must bear the economic
risk of this investment until the Shares are sold pursuant to: (i) an effective registration statement under the Securities Act
or (ii) an exemption from registration available with respect to such sale. Subscriber is able to bear the economic risks of an
investment in the Shares and to afford a complete loss of Subscriber’s investment in the Shares.


 




    	 



    	



    

 


2.1.5. Access to Information; Independent
Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive
answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business
and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so
obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and
understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information
furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make
any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations
or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.


 


2.1.6. Regulation D Offering. Subscriber
represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities
Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in
reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation
D under the Securities Act or similar exemptions under state law.


 


2.1.7. Investment Purposes. The Subscriber
is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for the account or benefit
of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did not decide to enter
into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502 under the Securities
Act.


 


2.1.8. Restrictions on Transfer; Shell Company.
Subscriber understands the Shares are being offered in a transaction not involving a public offering within the meaning of the
Securities Act. Subscriber understands the Shares will be “restricted securities” within the meaning of Rule 144(a)(3)
under the Securities Act, and Subscriber understands that the certificates or book-entries representing the Shares will contain
a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer
the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities
Act, or (ii) an available exemption from registration. Subscriber agrees that if any transfer of its Shares or any interest therein
is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an
opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares.
Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for
the resale of the Shares until one year following consummation of the initial business combination of the Company, despite technical
compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


2.1.9. No Governmental Consents. No governmental,
administrative or other third party consents or approvals are required, necessary or appropriate on the part of Subscriber in connection
with the transactions contemplated by this Agreement.


 


2.2. Company’s Representations, Warranties
and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants to the Subscriber
and agrees with the Subscriber as follows:


 


2.2.1. Organization and Corporate Power.
The Company is a Delaware corporation and is qualified to do business in every jurisdiction in which the failure to so qualify
would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company.
The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this
Agreement.


 


2.2.2. No Conflicts. The execution, delivery
and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not violate, conflict
with or constitute a default under (i) the Certificate of Incorporation or By Laws of the Company, (ii) any agreement, indenture
or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which the Company is subject, or
any agreement, order, judgment or decree to which the Company is subject.


 




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2.2.3. Title to Securities. Upon issuance
in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable.
Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Subscriber will have or receive good title to
the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and
other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c)
liens, claims or encumbrances imposed due to the actions of the Subscriber.


 


2.2.4. No Adverse Actions. There are
no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which: (i) seek to restrain,
enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question the validity
or legality of any transactions or seeks to recover damages or to obtain other relief in connection with any transactions.


 


3. Forfeiture of Shares.


 


3.1. Partial or No Exercise of the Over-allotment
Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber
acknowledges and agrees that it (or, if applicable, it and any transferees of Shares) shall forfeit any and all rights to such
number of Shares (up to an aggregate of 1,125,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised)
such that immediately following such forfeiture, the Subscriber (and all other initial stockholders prior to the IPO, if any) will
own an aggregate number of Shares equal to 20% of the issued and outstanding Shares immediately following the IPO.


 


3.2. Termination of Rights as Stockholder.
If any of the Shares are forfeited in accordance with this Section 3, then after such time the Subscriber (or successor in interest),
shall no longer have any rights as a holder of such forfeited Shares, and the Company shall take such action as is appropriate
to cancel such forfeited Shares.


 


3.3. Share Certificates. In
the event an adjustment to the Original Certificates, if any, is required pursuant to this Section 3, then the Subscriber shall
return such Original Certificates to the Company or its designated agent as soon as practicable upon its receipt of notice from
the Company advising Subscriber of such adjustment, following which a new certificate (the “New Certificate”),
if any, shall be issued in such amount representing the adjusted number of Shares held by the Subscriber.
The New Certificate, if any, shall be returned to the Subscriber as soon as practicable. Any such adjustment for any uncertificated
securities held by the Subscriber shall be made in book-entry form.


 


4. Waiver of Liquidation Distributions;
Redemption Rights. In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and
all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be
established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the
IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s
failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases Shares
in the IPO or in the aftermarket, any additional Shares so purchased shall be eligible to receive any liquidating distributions
by the Company. However, in no event will the Subscriber have the right to redeem any Shares into funds held in the Trust Account
upon the successful completion of an initial business combination.


 


5. Restrictions on Transfer.


 


5.1. Securities Law Restrictions. In
addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”)
to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge,
hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate
form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall
then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration
is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the
Securities and Exchange Commission thereunder and with all applicable state securities laws.


 




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5.2. Lock-up.
Subscriber acknowledges that the Securities will be subject to lock-up provisions
(the “Lock-up”) contained in the Insider Letter.


 


5.3. Restrictive Legends. Any certificates
representing the Shares shall have endorsed thereon legends substantially as follows:


 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL,
IS AVAILABLE.”


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE
TERM OF THE LOCKUP.”


 


5.4. Additional Shares or Substituted Securities.
In the event of the declaration of a share dividend, the declaration of an extraordinary dividend payable in a form other than
Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the
Company’s outstanding Shares without receipt of consideration, any new, substituted or additional securities or other property
which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares
thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the
distribution of such securities or property shall be made to the number and/or class of Shares subject to this Section 5 and Section
3.


 


5.5. Registration Rights. Subscriber
acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements of the Securities
Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights
agreement to be entered into with the Company prior to the closing of the IPO.


 


6. Other Agreements.


 


6.1. Further Assurances. Subscriber agrees
to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this
Agreement.


 


6.2. Notices. All notices, statements
or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent
by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated
in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be
designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such
party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so
transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail.


 




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6.3. Entire Agreement. This Agreement,
together with the Insider Letter and the Registration Rights Agreement, each substantially in the form to be filed as an exhibit
to the Registration Statement on Form S-1 associated with the Company’s IPO, embodies the entire agreement and understanding
between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements
and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any
kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and
provisions of this Agreement.


 


6.4. Modifications and Amendments. The
terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.


 


6.5. Waivers and Consents. The terms
and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed
by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute
a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or
consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a
continuing waiver or consent.


 


6.6. Assignment. The rights and obligations
under this Agreement may not be assigned by either party hereto without the prior written consent of the other party.


 


6.7. Benefit. All statements, representations,
warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of
the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any
rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of
this Agreement.


 


6.8. Governing Law. This Agreement and
the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of New York
applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict of law principles
thereof.


 


6.9. Severability. In the event that
any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall
be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems
it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem
any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain
in full force and effect.


 


6.10. No Waiver of Rights, Powers and Remedies.
No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between
the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of
any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any
such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other
right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such
party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle
the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute
a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such
notice or demand.


 


6.11. Survival of Representations and Warranties.
All representations and warranties made by the parties hereto in this Agreement or in any other agreement, certificate or instrument
provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations made by or on behalf
of the parties.


 


6.12. No Broker or Finder. Each of the
parties hereto represents and warrants to the other that no broker, finder or other financial consultant has acted on its behalf
in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the other.
Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission or other compensation
by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party and to
bear the cost of legal expenses incurred in defending against any such claim.


 




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6.13. Headings and Captions. The headings
and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or
affect the meaning or construction of any of the terms or provisions hereof.


 


6.14. Counterparts. This Agreement may
be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other
form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


6.15. Construction. The parties hereto
have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will
arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,”
“includes,” and “including” will be deemed to be followed by “without limitation.”
Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form
will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,”
“herein,” “hereof,” “hereby,” “hereunder,” and words
of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties
hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party
hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another
representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which
such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first
representation, warranty, or covenant.


 


6.16. Mutual Drafting. This Agreement
is the joint product of the Subscriber and the Company and each provision hereof has been subject to the mutual consultation, negotiation
and agreement of such parties and shall not be construed for or against any party hereto.


 


7. Voting and Tender of Shares. Subscriber
agrees to vote the Shares in favor of an initial business combination that the Company negotiates and submits for approval to the
Company’s stockholders and shall not seek redemption with respect to such Shares. Additionally, the Subscriber agrees not
to tender any Shares in connection with a tender offer presented to the Company’s stockholders in connection with an initial
business combination negotiated by the Company.


 


[Signature Page Follows]


 




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If the foregoing accurately sets forth our understanding
and agreement, please sign the enclosed copy of this Agreement and return it to us.


 


	 	Very truly yours,
	 	FORUM MERGER IV CORPORATION
	 	 	 
	 	By:	 /s/ Marshall Kiev
	 	 	Name: Marshall Kiev
	 	 	Title: Co-Chief Executive Officer


 


Accepted and agreed as of the date first written above.


 


	FORUM INVESTORS IV llc

    BY: FORUM CAPITAL MANAGEMENT

    IV LLC, ITS MANAGING MEMBER	 
	 	 	 
	By:	 /s/ David Boris	 
	 	Name: David Boris

    Title: Managing Member	 


 


[Signature Page to Securities Subscription
Agreement]


 


 


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