Exhibit
10.2


 


Execution Version


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of March 17, 2021, by and between Forum Merger
IV Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust
Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-253216 (the “Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists 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 entitling the holder thereof to purchase one share of Common Stock
(such initial public offering hereinafter referred to as the “Offering”), has been declared effective
as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company
has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Jefferies
LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein; and


 


WHEREAS, as described in the Prospectus,
$300,000,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in the Underwriting Agreement)
(or $345,000,000, if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be
deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Common Stock included in the Units issued in the Offering as hereinafter
provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the
“Property,” the stockholders for whose benefit the Trustee shall hold the Property will be referred to
as the “Public Stockholders,” and the Public Stockholders and the Company will be
referred to together as the “Beneficiaries”);


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $10,500,000, or $12,075,000 if the Underwriters’ over-allotment option is exercised in
full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters
upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS
AGREED:


 


1.  Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with
consolidated assets of $100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably
satisfactory to the Company;


 


(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States
government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a
maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4)
of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in
direct U.S. government treasury obligations, as determined by the Company; it being understood that the Trust Account will
earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may
earn bank credits or other consideration;


 






     


     


    

 


(d) Collect and
receive, when due, all interest or other income arising from the Property, which shall become part of the
“Property,” as such term is used herein;


 


(e)  Promptly notify
the Company and the Representative of all communications received by the Trustee with respect to any Property requiring action
by the Company;


 


(f) Supply any
necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the
Company’s preparation of the tax returns relating to assets held in the Trust Account;


 


(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when
instructed by the Company to do so;


 


(h) Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and
disbursements of the Trust Account;


 


(i) Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a
letter from the Company (“Termination Letter”) in a form substantially similar to that attached
hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Co-Chief
Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the
board of directors of the Company (the “Board”) or other authorized officer of the Company, and
complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not
previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be
released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents
referred to therein, or (y) upon the date which is, the later of (1) 24 months after the closing of the Offering and (2) such
later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated
certificate of incorporation, as amended from time to time (the “Charter”), if a Termination Letter
has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance
with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account,
including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of
interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of
record as of such date;


 


(j) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached
hereto as Exhibit C, withdraw from the Trust Account and distribute to the Company the amount of interest earned on
the Property requested by the Company to cover any income or franchise tax obligation owed by the Company as a result of
assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the
Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the
relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust
Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated
by the Company in writing to make such distribution, so long as there is no reduction in the principal amount per share
initially deposited in the Trust Account provided, further, that if the tax to be paid is a franchise tax, the
written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill for the
Company and a written statement from the principal financial officer of the Company setting forth the actual amount payable
(it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be
payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence
that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached
hereto as Exhibit D, the Trustee shall distribute on behalf of the Company the amount requested by the Company to be
used to redeem shares of Common Stock from Public Stockholders properly submitted in connection with a stockholder vote to
approve an amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of
shares of Common Stock included in the Units sold in the offering (the “public shares”) if the
Company has not consummated an initial Business Combination within such time as is described in the Charter or with respect
to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity. The
written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to
distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and


 





(l) Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k)
above.


 







    2


     


    

 


2. Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a) Give all
instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Co-Chief Executive
Officer, Chief Financial Officer, President, Executive Vice President, Vice President or Secretary. In addition, except with
respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely
on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with
reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that
the Company shall promptly confirm such instructions in writing;


 


(b) Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses,
including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by
it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or
in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the
Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the
Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand
or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification
under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the
“Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against
such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the
selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified
Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company
may participate in such action with its own counsel;


 


(c) Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee,
and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly
understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Section
1(i) upon consummation of a Business Combination. The Company shall pay the Trustee the initial acceptance fee and the
first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees
or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section
2(b) hereof;


 


(d) In
connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination involving the Company and one or more businesses (the
“Business Combination”), provide to the Trustee an affidavit or certificate of the inspector of
elections for the stockholder meeting verifying the vote of such stockholders regarding such Business Combination;


 


(e) Provide
the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with
respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f) Unless
otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A)
delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is
paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer
of the funds held in the Trust Account to the Company or any other person;


 






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(g) Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the
Trustee to make any distributions that are not permitted under this Agreement; and


 


(h) Within
four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such
over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount,
which shall in no event be less than $10,500,000.


 


3. Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)
(a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other
than this Agreement and that which is expressly set forth herein;


 


(b)
(b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall
have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or
willful misconduct;


 


(c)
(c) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend
any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the
Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any
expenses incident thereto;


 


(d) Refund any
depreciation in principal of any Property;


 


(e) Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to
the Trustee;


 


(f) The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or
omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or
willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand,
certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s
counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the
Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or
persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of
this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the
proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written
consent thereto;


 


(g) Verify the
accuracy of the information contained in the Registration Statement;


 


(h) Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as
contemplated by the Registration Statement;


 


(i) File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic
written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income
earned on the Property;


 


(j) Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and
activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company,
including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or


 





(k) Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections
1(i), 1(j) or 1(k) hereof.


 







    4


     


    

 


4. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind
(“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to,
or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against
the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof, the
Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the
Property or any monies in the Trust Account.


 


5. Termination.
This Agreement shall terminate as follows:


 


(a) (a) If the
Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its
reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this
Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to
become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the
successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust
Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does
not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may
submit an application to have the Property deposited with any court in the State of New York or with the United States
District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability
whatsoever; or


 


(b) (b)
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the
provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination
Letter, this Agreement shall terminate except with respect to Section 2(b).


 


6. Miscellaneous.


 


(a) The Company
and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has
reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its
authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the
Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary,
Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence,
fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in
the information or transmission of the funds.


 


(b) This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another
jurisdiction. This Agreement may be executed in several original or facsimile counterparts, each one of which shall
constitute an original, and together shall constitute but one instrument.


 


(c) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
Subject to Section 6(d) hereof, this Agreement or any provision hereof may only be changed, amended or modified (other than
to correct a typographical error) by a writing signed by each of the parties hereto.


 






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(d) This
Agreement or any provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the
Consent of the Stockholders. For purposes of this Section 6(d), the “Consent of the
Stockholders” means receipt by the Trustee of a certificate from the inspector of elections of the stockholder
meeting certifying that the Company’s stockholders of record as of a record date established in accordance with Section
213(a) of the Delaware General Corporation Law, as amended (“DGCL”) (or any successor rule), who
hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common stock, par value
$0.0001 per share, of the Company voting together as a single class, have voted in favor of such change, amendment or
modification. No such amendment will affect any Public Stockholder who has otherwise indicated his election to redeem his
shares of Common Stock in connection with a stockholder vote sought to amend this Agreement to modify the substance or timing
of the Company’s obligation to redeem 100% of the Common Stock if the Company does not complete its initial Business
Combination within the time frame specified in the Charter. Except for any liability arising out of the Trustee’s gross
negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from the inspector or
elections referenced above and shall be relieved of all liability to any party for executing the proposed amendment in
reliance thereon.


 


(e) The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of
New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING
TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(f) 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 by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery or by electronic mail:


 


if to the Trustee, to:


 





Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: Francis Wolf


  Celeste Gonzalez





 


if to the Company, to:


 





Forum Merger IV Corporation


1615 South Congress Avenue, Suite 103


Delray Beach, Florida 33445


Attn: David Boris, Chief Financial Officer


 


in
each case, with copies to:


 


White & Case LLP


1221 Avenue of the Americas


New York, NY 10020


Attn: Joel L. Rubinstein, Esq.


Email: joel.rubinstein@whitecase.com


 






    6


     


    

 





and





 


Jefferies LLC


520 Madison Avenue


New York, NY 10022


Attn: Tina Pappas


Fax No.: (646) 786-5179





 


and





 


Skadden, Arps, Slate, Meagher & Flom LLP


300 South Grand Avenue, Suite 3400


Los Angeles, CA 90071


Attn: Gregg A. Noel, Esq. and P. Michelle Gasaway, Esq.


Email: gregg.noel@skadden.com and michelle.gasaway@skadden.com


 




(g) Each of the
Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that
it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to
any funds in the Trust Account under any circumstance.


 


(h) This
Agreement is the joint product of the Trustee 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.


 


(i) This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by
facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.


 


(j) Each of the
Company and the Trustee hereby acknowledges and agrees that Jefferies LLC on behalf of the Underwriters is a third party
beneficiary of this Agreement.


 


(k) Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other
person or entity.


 


 


[Signature Page Follows]


 






    7


     


    

 


IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	By:	/s/ Francis Wolf
	 	 	Name:	 Francis Wolf
	 	 	Title:	 Vice President
	 	 
	 	FORUM MERGER IV CORPORATION
	 	 
	 	By:	/s/ Marshall Kiev
	 	 	Name:	 Marshall Kiev
	 	 	Title:	Co-Chief Executive Officer


  


[Signature
Page to Investment Management Trust Agreement]


 






     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	3,500.00	 
	Trustee administration fee	 	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1 and 2	 	Billed to Company following disbursement made to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 



 






    Sch. A-1


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock
Transfer & Trust Company


1 State Street,
30th Floor


New York, New York 10004


Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Forum Merger IV Corporation (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of March 17, 2021 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with __________ (the “Target Business”)
to consummate a business combination with Target Business (the “Business Combination”) on or about [insert
date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter period as you
may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms
used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds
to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds
held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on
the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the Deferred
Discount)).


 


On the Consummation Date (i) counsel for
the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) a certificate of the Co-Chief Executive Officer, Chief Financial Officer or Chairman
of the Board, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if
a vote is held and (b) a joint written instruction signed by the Company and the Representative with respect to the transfer of
the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their
redemption rights and payment of the Deferred Discount to the Representative from the Trust Account (the “Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon
your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event
that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify
the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account
and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary
for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall
be terminated.


 


In the event that the
Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on
or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from
the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the
business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible.


 






    A-1


     


    

 


	 	Very truly yours,
	 	 
	 	Forum Merger IV Corporation
	 	 
	 	By:	 

                                                                                

	 	 	Name:	 
	 	 	Title:	 


 


		cc:	Jefferies LLC



 






    A-2


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock
Transfer & Trust Company


1 State Street,
30th Floor


New York, New York 10004


Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account No. Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between Forum Merger IV Corporation (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of March 17, 2021 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target
Business (the “Business Combination”) within the time frame specified in the Charter, as described in
the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account
and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution
to the Public Stockholders. The Company has selected __________1 as the record date the purpose of determining
the Public Stockholders entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record
and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders
in accordance with the terms of the Trust Agreement and the Charter. Upon the distribution of all the funds, net of any payments
necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement
shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	Forum Merger IV Corporation.
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 





		cc:	Jefferies LLC




 


 





 






		1	24 months from the closing of the Offering or such later
date as may be approved by the Company’s stockholders in accordance with the Charter.



 






    B-1


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock
Transfer & Trust Company


1 State Street,
30th Floor


New York, New York 10004


Francis Wolf and
Celeste Gonzalez


 


	 	Re:	Trust Account Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
1(j) of the Investment Management Trust Agreement between Forum Merger IV Corporation (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of March 17, 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $__ of the interest income earned on the
Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such
funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of
the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt
of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	Forum Merger IV Corporation 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 


		cc:	Jefferies LLC




 






    C-1


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock
Transfer & Trust Company


1 State Street,
30th Floor


New York, New York 10004


Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account - Shareholder Redemption Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of the Investment
Management Trust Agreement between Forum Merger IV Corporation (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of March 17, 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $__ of the principal and interest
income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its
Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a
stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s obligation to
redeem 100% of public shares of Common Stock if the Company has not consummated an initial Business Combination within such time
as is described in the Charter or with respect to any other material provisions relating to stockholders’ rights or pre-initial
Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly
upon your receipt of this letter to a segregated account held by you on behalf of the Beneficiaries.


 


	 	Very truly yours,
	 	 
	 	Forum Merger IV Corporation
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 








		cc:	Jefferies LLC



 




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