Exhibit
10.1


 


March
17, 2021


 


Forum
Merger IV Corporation


1615
South Congress Avenue, Suite 103


Delray
Beach, Florida 33445


 


		Re:	Initial
    Public Offering


 


Ladies
and Gentlemen:


 


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 IV 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 34,500,000 of the Company’s units (including up to 4,500,000 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-fourth 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 registration
statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities
and Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on The
Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Forum Investors
IV LLC (the “Sponsor”) and the undersigned individuals, each of whom is a member of the Company’s
board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


		1.	The
                                         Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed
                                         Business Combination, then in connection with such proposed Business Combination, it,
                                         he or she shall (i) vote any shares of Capital Stock owned by it, him or her in
                                         favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock
                                         owned by it, him or her in connection with such stockholder approval. If the Company
                                         seeks to consummate a proposed Business Combination by engaging in a tender offer, the
                                         Sponsor and each Insider agrees that it, he or she will not sell or tender any shares
                                         of Common Stock owned by it, him or her in connection therewith.



 


		2.	The
                                         Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate
                                         a Business Combination within 24 months from the closing of the Public Offering, or such
                                         later period approved by the Company’s stockholders in accordance with the Company’s
                                         amended and restated certificate of incorporation (as it may be amended from time to
                                         time, the “Charter”), the Sponsor and each Insider shall take
                                         all reasonable steps to cause the Company to (i) cease all operations except for the
                                         purpose of winding up, (ii) as promptly as reasonably possible but not more than ten
                                         business days thereafter, subject to lawfully available funds therefor, redeem 100% of
                                         the shares of Class A Common Stock sold as part of the Units in the Public Offering (the
                                         “Offering Shares”), at a per-share price, payable in cash,
                                         equal to the aggregate amount then on deposit in the Trust Account (as defined below),
                                         including interest earned on the funds held in the Trust Account and not previously released
                                         to the Company to pay its franchise and income taxes (less up to $100,000 of interest
                                         to pay dissolution expenses), divided by the number of then outstanding Offering Shares,
                                         which redemption will completely extinguish all Public Stockholders’ rights as
                                         stockholders (including the right to receive further liquidating distributions, if any),
                                         subject to applicable law, and (iii) as promptly as reasonably possible following such
                                         redemption, subject to the approval of the Company’s remaining stockholders and
                                         the Company’s board of directors, liquidate and dissolve, subject in each case
                                         to the Company’s obligations under Delaware law to provide for claims of creditors
                                         and other requirements of applicable law. The Sponsor and each Insider agrees to not
                                         propose any amendment to the Charter to modify the substance or timing of the Company’s
                                         obligation to redeem 100% of the Offering Shares if the Company does not complete a Business
                                         Combination within the time period set forth in the Charter or with respect to any other
                                         material provisions relating to stockholders’ rights or pre-initial Business Combination
                                         activity, unless the Company provides its Public Stockholders with the opportunity to
                                         redeem their shares of Common Stock upon approval of any such amendment at a per-share
                                         price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
                                         including interest earned on the funds held in the Trust Account and not previously released
                                         to the Company to pay its franchise and income taxes, divided by the number of then outstanding
                                         Offering Shares.



 






     


     


    

 


The
Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies
held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the
Founder Shares held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common
Stock held by it, him or her, if any, any redemption rights it, he or she may have in connection with the consummation of a Business
Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business
Combination or 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 the Offering Shares if the Company has not consummated a Business Combination within the time period
set forth in the Charter or with respect to any other material provisions relating to stockholders’ rights or pre-initial
Business Combination activity or in the context of a tender offer made by the Company to purchase shares of Common Stock (although
the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights with respect
to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth
in the Charter).


 


		3.	During
                                         the period commencing on the effective date of the Underwriting Agreement and ending
                                         180 days after such date, the Sponsor and each Insider shall not, without the prior written
                                         consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate,
                                         pledge, grant any option to purchase or otherwise dispose of or agree to dispose of,
                                         directly or indirectly, or establish or increase a put equivalent position or liquidate
                                         or decrease a call equivalent position within the meaning of Section 16 of the Securities
                                         Exchange Act of 1934, as amended (the “Exchange Act”), and
                                         the rules and regulations of the Commission promulgated thereunder, with respect to any
                                         Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible
                                         into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or
                                         her, (ii) enter into any swap or other arrangement that transfers to another, in whole
                                         or in part, any of the economic consequences of ownership of any Units, shares of Common
                                         Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or
                                         exchangeable for, shares of Common Stock owned by it, him or her, whether any such transaction
                                         is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly
                                         announce any intention to effect any transaction specified in clause (i) or (ii). Any
                                         release or waiver granted shall only be effective two business days after the publication
                                         date of such press release. The provisions of this paragraph will not apply if the release
                                         or waiver is effected solely to permit a transfer not for consideration and the transferee
                                         has agreed in writing to be bound by the same terms described in this Letter Agreement
                                         to the extent and for the duration that such terms remain in effect at the time of the
                                         transfer.



 


		4.	In
                                         the event of the liquidation of the Trust Account upon the failure of the Company to
                                         consummate its initial Business Combination within the time period set forth in the Charter,
                                         the Sponsor (the “Indemnitor”) agrees to indemnify and hold
                                         harmless the Company against any and all loss, liability, claim, damage and expense whatsoever
                                         (including, but not limited to, any and all legal or other expenses reasonably incurred
                                         in investigating, preparing or defending against any litigation, whether pending or threatened)
                                         to which the Company may become subject as a result of any claim by (i) any third party
                                         for services rendered or products sold to the Company or (ii) any prospective target
                                         business with which the Company has entered into a written letter of intent, confidentiality
                                         or other similar agreement or Business Combination agreement (a “Target”);
                                         provided, however, that such indemnification of the Company by the Indemnitor (x) shall
                                         apply only to the extent necessary to ensure that such claims by a third party or a Target
                                         do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00
                                         per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account
                                         as of the date of the liquidation of the Trust Account, if less than $10.00 per Offering
                                         Share is then held in the Trust Account due to reductions in the value of the trust assets,
                                         less interest earned on the Trust Account which may be withdrawn to pay taxes, (y) shall
                                         not apply to any claims by a third party or a Target which executed a waiver of any and
                                         all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
                                         and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters
                                         against certain liabilities, including liabilities under the Securities Act of 1933,
                                         as amended. The Indemnitor shall have the right to defend against any such claim with
                                         counsel of its choice reasonably satisfactory to the Company if, within 15 days following
                                         written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the
                                         Company in writing that it shall undertake such defense.



 






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		5.	To
                                         the extent that the Underwriters do not exercise their over-allotment option to purchase
                                         up to an additional 4,500,000 Units within 45 days from the date of the Prospectus (and
                                         as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a
                                         number of Founder Shares in the aggregate equal to 1,125,000 multiplied by a fraction,
                                         (i) the numerator of which is 4,500,000 minus the number of Units purchased by the Underwriters
                                         upon the exercise of their over-allotment option, and (ii) the denominator of which is
                                         4,500,000. The forfeiture will be adjusted to the extent that the over-allotment option
                                         is not exercised in full by the Underwriters so that the Initial Stockholders will own
                                         an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital
                                         Stock after the Public Offering (not including shares of Class A Common Stock underlying
                                         the Private Placement Units (as defined below)).



 


		6.	The
                                         Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and
                                         the Company would be irreparably injured in the event of a breach by such Sponsor or
                                         an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), and 7(b),
                                         as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate
                                         remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive
                                         relief, in addition to any other remedy that such party may have in law or in equity,
                                         in the event of such breach.



 


		7.	(a)
                                         The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder
                                         Shares (or shares of Common Stock issuable upon conversion thereof) until the earlier
                                         of (A) one year after the completion of the Company’s initial Business Combination
                                         or (B) subsequent to the Business Combination, (x) if the last sale price of the Common
                                         Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
                                         reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
                                         day period commencing at least 150 days after the Company’s initial Business Combination
                                         or (y) the date on which the Company completes a liquidation, merger, capital stock exchange,
                                         reorganization or other similar transaction that results in all of the Company’s
                                         stockholders having the right to exchange their shares of Common Stock for cash, securities
                                         or other property (the “Founder Shares Lock-up Period”).



 


(b)
The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Units (or any securities underlying
the Private Placement Units, including the shares of Common Stock and Private Placement Warrants (as defined below) included in
the Private Placement Units and the shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants),
until 30 days after the completion of a Business Combination (the “Private Placement Units Lock-up Period”,
together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c)
Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Units,
component securities of Private Placement Units and shares of Common Stock issued or issuable upon the exercise or conversion
of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted
transferees (that have complied with this paragraph 7(c)), are permitted (a) to the Company’s officers or directors, any
affiliate or family member of any of the Company’s officers or directors, any members of the Sponsor or any affiliate of
the Sponsor; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust,
the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable
organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d)
in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection
with the consummation of an initial Business Combination at prices no greater than the price at which the securities were originally
purchased; (f) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; (g) by
virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the
Sponsor; or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar
transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock
for cash, securities or other property subsequent to the Company’s completion of an initial Business Combination; provided,
however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with
the Company agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement (including
provisions relating to voting, the Trust Account and liquidating distributions.


 






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		8.	The
                                         Sponsor and each Insider represents and warrants that it, he or she has never been suspended
                                         or expelled from membership in any securities or commodities exchange or association
                                         or had a securities or commodities license or registration denied, suspended or revoked.
                                         Each Insider’s biographical information furnished to the Company (including any
                                         such information included in the Prospectus) is true and accurate in all respects and
                                         does not omit any material information with respect to the Insider’s background.
                                         Each Insider’s questionnaire furnished to the Company is true and accurate in all
                                         respects. Each Insider represents and warrants that: it, he or she is not subject to
                                         or a respondent in any legal action for, any injunction, cease-and-desist order or order
                                         or stipulation to desist or refrain from any act or practice relating to the offering
                                         of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded
                                         guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction
                                         or handling of funds of another person, or (iii) pertaining to any dealings in any securities
                                         and it, he or she is not currently a defendant in any such criminal proceeding.



 


		9.	Except
                                         as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate
                                         of the Sponsor or any officer, nor any director of the Company, shall receive from the
                                         Company any finder’s fee, reimbursement, consulting fee, non-cash payments, monies
                                         in respect of any repayment of a loan or other compensation prior to, or in connection
                                         with any services rendered in order to effectuate, the consummation of the Company’s
                                         initial Business Combination (regardless of the type of transaction that it is), other
                                         than the following, none of which will be made from the proceeds held in the Trust Account
                                         prior to the completion of the initial Business Combination: repayment of a loan and
                                         advances up to an aggregate of $300,000 made to the Company by the Sponsor; payment to
                                         an affiliate of the Sponsor for certain office space, utilities and secretarial and administrative
                                         support as may be reasonably required by the Company for a total of $30,000 per month
                                         (which payments shall be accelerated if the Company consummates the initial Business
                                         Combination prior to the end of the 24-month term, or $720,000 in the aggregate); reimbursement
                                         for any reasonable out-of-pocket expenses related to identifying, investigating and consummating
                                         an initial Business Combination, and repayment of loans, if any, and on such terms as
                                         to be determined by the Company from time to time, made by the Sponsor or any of the
                                         Company’s officers or directors to finance transaction costs in connection with
                                         an intended initial Business Combination, provided, that, if the Company does not consummate
                                         an initial Business Combination, a portion of the working capital held outside the Trust
                                         Account may be used by the Company to repay such loaned amounts so long as no proceeds
                                         from the Trust Account are used for such repayment. Up to $1,200,000 of such loans may
                                         be convertible into units at a price of $10.00 per unit at the option of the lender.
                                         Such units would be identical to the Private Placement Units (as defined below), including
                                         as to exercise price, exercisability and exercise period.



 


		10.	The
                                         Sponsor and each Insider has full right and power, without violating any agreement to
                                         which it is bound (including, without limitation, any non-competition or non-solicitation
                                         agreement with any employer or former employer), to enter into this Letter Agreement
                                         and, as applicable, to serve as a director on the board of directors of the Company and
                                         hereby consents to being named in the Prospectus as a director of the Company.



 






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		11.	As
                                         used herein, (i) “Business Combination” shall mean a merger,
                                         capital stock exchange, asset acquisition, stock purchase, reorganization or similar
                                         business combination, involving the Company and one or more businesses; (ii) “Capital
                                         Stock” shall mean, collectively, the Common Stock and the Founder Shares;
                                         (iii) “Founder Shares” shall mean (a) the 8,625,000 shares
                                         of the Company’s Class B common stock, par value $0.0001 per share, initially issued
                                         to the Sponsor (up to 1,125,000 Shares of which are subject to complete or partial forfeiture
                                         by the Sponsor if the over-allotment option is not exercised by the Underwriters) for
                                         an aggregate purchase price of $25,000, or $0.003 per share, prior to the consummation
                                         of the Public Offering; (iv) “Initial Stockholders” shall mean
                                         the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement
                                         Warrants” shall mean the warrants to purchase up to 232,500 shares of Common
                                         Stock of the Company (or 255,000 shares of Common Stock if the over-allotment option
                                         is exercised in full) underlying the units (“Private Placement Units”)
                                         that the Sponsor and the Underwriters have agreed to purchase for an aggregate purchase
                                         price of $9,300,000 (or $10,200,000 if the over-allotment option is exercised in full),
                                         or $10.00 per unit, in a private placement that shall occur simultaneously with the consummation
                                         of the Public Offering; (vi) “Public Stockholders” shall mean
                                         the holders of securities issued in the Public Offering; (vii) “Trust Account”
                                         shall mean the trust fund into which a portion of the net proceeds of the Public Offering
                                         shall be deposited; and (viii) “Transfer” shall mean the (a)
                                         sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of
                                         any option to purchase or otherwise dispose of or agreement to dispose of, directly or
                                         indirectly, or establishment or increase of a put equivalent position or liquidation
                                         with respect to or decrease of a call equivalent position within the meaning of Section
                                         16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder
                                         with respect to, any security, (b) entry into any swap or other arrangement that transfers
                                         to another, in whole or in part, any of the economic consequences of ownership of any
                                         security, whether any such transaction is to be settled by delivery of such securities,
                                         in cash or otherwise, or (c) public announcement of any intention to effect any transaction
                                         specified in clause (a) or (b).



 


		12.	The
                                         Company will maintain an insurance policy or policies providing directors’ and
                                         officers’ liability insurance, and each Director shall be covered by such policy
                                         or policies, in accordance with its or their terms, to the maximum extent of the coverage
                                         available for any of the Company’s directors or officers.



 


		13.	This
                                         Letter Agreement 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, to the extent they
                                         relate in any way to the subject matter hereof or the transactions contemplated hereby.
                                         This Letter Agreement may not be changed, amended, modified or waived (other than to
                                         correct a typographical error) as to any particular provision, except by a written instrument
                                         executed by all parties hereto.



 


		14.	No
                                         party hereto may assign either this Letter Agreement or any of its rights, interests,
                                         or obligations hereunder without the prior written consent of the other parties. Any
                                         purported assignment in violation of this paragraph shall be void and ineffectual and
                                         shall not operate to transfer or assign any interest or title to the purported assignee.
                                         This Letter Agreement shall be binding on the Sponsor and each Insider and their respective
                                         successors, heirs and assigns and permitted transferees.



 


		15.	Nothing
                                         in this Letter Agreement shall be construed to confer upon, or give to, any person or
                                         corporation other than the parties hereto any right, remedy or claim under or by reason
                                         of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement
                                         hereof. All covenants, conditions, stipulations, promises and agreements contained in
                                         this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto
                                         and their successors, heirs, personal representatives and assigns and permitted transferees.



 


		16.	This
                                         Letter Agreement may be executed in any number of original or facsimile counterparts
                                         and each of such counterparts shall for all purposes be deemed to be an original, and
                                         all such counterparts shall together constitute but one and the same instrument.



 


		17.	This
                                         Letter Agreement shall be deemed severable, and the invalidity or unenforceability of
                                         any term or provision hereof shall not affect the validity or enforceability of this
                                         Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any
                                         such invalid or unenforceable term or provision, the parties hereto intend that there
                                         shall be added as a part of this Letter Agreement a provision as similar in terms to
                                         such invalid or unenforceable provision as may be possible and be valid and enforceable.



 






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		18.	This
                                         Letter 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. The
                                         parties hereto (i) all agree that any action, proceeding, claim or dispute arising out
                                         of, or relating in any way to, this Letter Agreement shall be brought and enforced in
                                         the courts of New York City, in the State of New York, and irrevocably submit to such
                                         jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive
                                         any objection to such exclusive jurisdiction and venue or that such courts represent
                                         an inconvenient forum.



 


		19.	Any
                                         notice, consent or request to be given in connection with any of the terms or provisions
                                         of this Letter 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 facsimile transmission.



 


		20.	This
                                         Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up
                                         Periods or (ii) the liquidation of the Company; provided, however, that this Letter Agreement
                                         shall earlier terminate in the event that the Public Offering is not consummated and
                                         closed by December 31, 2021; provided further that paragraph 4 of this Letter Agreement
                                         shall survive such liquidation.



 


 


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	 	 	Sincerely,
	 	 	 
	 	FORUM INVESTORS IV LLC
	 	 	 	 	 
	 	 	By: Forum Capital Management IV LLC, 

as managing member
	 	 	 	 	 
	 	 	By:	/s/ David Boris 
	 	 	 	Name:	David Boris
	 	 	 	Title:	Managing Member



  


	 	By:	/s/ Marshall Kiev
	 	 	Name:	Marshall Kiev
	 	 	 
	 	By:	/s/ David Boris
	 	 	Name:	David Boris
	 	 	 
	 	By:	/s/ Neil Goldberg
	 	 	Name:	Neil Goldberg
	 	 	 
	 	By:	/s/ Richard Katzman
	 	 	Name:	Richard Katzman
	 	 	 
	 	By:	/s/ Steven Berns
	 	 	Name:	Steven Berns
	 	 	 
	 	By:	/s/ Victor Kiam
	 	 	Name:	Victor Kiam




 


	Acknowledged
    and Agreed:	 
	 	 
	FORUM
    MERGER IV CORPORATION	 
	 	 	 
	By:	/s/
    Marshall Kiev	 
	 	Name: 	Marshall Kiev	 
	 	Title:	Co-Chief Executive Officer	 



 


 






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