Exhibit
10.5


 


Execution Version


 


UNIT
SUBSCRIPTION AGREEMENT


 


This
UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of March 17, 2021, by and between Forum Merger IV
Corporation, a Delaware corporation (the “Company”), and Jefferies LLC (the “Subscriber”).


 


WHEREAS,
the Company desires to sell to the Subscriber on a private placement basis (the “Placement”) an aggregate of
150,000 units (the “Initial Units”) of the Company, and up to an additional 22,500 units (the “Additional
Units” and together with the Initial Units, the “Units”) of the Company in the event that the underwriters’
45-day over-allotment option (“Over-Allotment Option”) is exercised in full or part, each Unit comprised of
one share of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”) and one-fourth
of one warrant, each whole warrant exercisable to purchase one share of Common Stock (“Warrant”), for a purchase
price of $10.00 per Unit. The shares of Common Stock underlying the Warrants are hereinafter referred to as the “Warrant
Shares.” The shares of Common Stock underlying the Units (excluding the Warrant Shares) are hereinafter referred to
as the “Placement Shares.” The Warrants underlying the Units are hereinafter referred to as the “Placement
Warrants.” The Units, Placement Shares, Placement Warrants and Warrant Shares, collectively, are hereinafter referred
to as the “Securities.” Each Placement Warrant is exercisable to purchase one share of Common Stock at an exercise
price of $11.50 during the period commencing on the later of (i) twelve (12) months from the date of the closing of the Company’s
initial public offering of units (the “IPO”) and (ii) 30 days following the consummation of the Company’s
initial business combination (the “Business Combination”), as such term is defined in the registration statement
in connection with the IPO, as amended at the time it becomes effective (the “Registration Statement”), and
expiring on the fifth anniversary of the effective date of the Registration Statement in accordance with FINRA Rule 5110(g)(8)(A);
and


 


WHEREAS,
the Subscriber wishes to purchase the Initial Units and up to 22,500 Additional Units, and the Company wishes to accept such subscription
from the Subscriber.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Subscriber hereby agree as follows:


 


 1. Agreement to Subscribe




 


1.1.
Purchase and Issuance of the Units


 


(a)
Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and
the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined below) the Initial Units in consideration
of the payment of the Initial Purchase Price (as defined below). On the Closing Date, the Company shall, at its option, deliver
to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form.


 


(b)
The Subscriber hereby agrees to purchase the Additional Units at $10.00 per Additional Unit for a purchase price of up to
$225,000. The purchase and issuance of the Additional Units shall occur only in the event that the Over-Allotment Option is
exercised in full or in part. The total number of Additional Units to be purchased hereunder shall be in the same proportion
as the proportion of the Over-Allotment Option that is exercised. Each purchase of Additional Units shall occur
simultaneously with the consummation of the applicable portion of the Over-Allotment Option.


 


1.2.
Purchase Price


 


(a)
As payment in full for the Initial Units being purchased under this Agreement, the Subscriber shall pay $1,500,000 (the
“Initial Purchase Price”) by wire transfer of immediately available funds or by such other method as may
be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial
institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee
(“Continental”), on or prior to the initial Closing Date.


 






     


     


    

 


(b)
As payment in full for the Additional Units being purchased under this Agreement, the Subscriber shall pay $10.00 per
Additional Unit being purchased by wire transfer of immediately available funds or by such other method as may be reasonably
acceptable to the Company, to the Trust Account at a financial institution to be chosen by the Company, maintained by
Continental, on or prior to the Closing Date of the applicable portion of the Over-Allotment Option.


 


1.3.
Closing. The closing of the purchase and sale of the Initial Units shall take place simultaneously with the closing of the
IPO, and the closing of the purchase and sale of the Additional Units shall take place simultaneously with the closing of the
applicable portion of the Over-Allotment Option (each a “Closing Date”). The closing of the purchase and
sale of the Units shall take place at the offices of White & Case LLP, 1221 Avenue of the Americas, New York, New York
10020, or such other place as may be agreed upon by the parties hereto.


 


1.4.
Conditions to Closing. The obligation of the Subscriber to purchase and pay for the Units as provided herein shall be subject
to the satisfaction of the conditions set forth in Section 5 of the Underwriting Agreement, dated as of the date hereof, by
and between the Company and Jefferies LLC, as representative of the underwriters named therein (the “Underwriting
Agreement”).


 


1.5.
Termination. This Agreement and each of the obligations of the undersigned shall be null and void and without effect if a
Closing does not occur prior to December 31, 2021.


 


 2. Representations and Warranties of the Subscriber




 


The
Subscriber represents and warrants that:


 


2.1.
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 Company or the Placement of the Securities.


 


2.2.
Accredited Investor. The 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 that the sale contemplated hereby is being made in reliance, among other things, on a private placement
exemption to “accredited investors” under the Securities Act and similar exemptions under state law.


 


2.3.
Intent. The Subscriber is purchasing the Securities solely for investment purposes, for the Subscriber’s own account
(and/or for the account or benefit of its members or affiliates, as permitted, pursuant to the terms hereof), and not with a
view to the distribution thereof and the Subscriber has no present arrangement to sell the Securities to or through any
person or entity except as may be permitted hereunder. The Subscriber shall not engage in hedging transactions with regard to
the Securities unless in compliance with the Securities Act.


 


2.4.
Restrictions on Transfer. The Subscriber acknowledges and understands the Units are being offered in a transaction not
involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been
registered under the Securities Act and, if in the future the Subscriber decides to offer, resell, pledge or otherwise
transfer the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an
effective registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule
144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from the
registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any
state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the Securities
are subject to transfer restrictions as described in Section 8 hereof. The Subscriber agrees that if any transfer of its
Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may
be required to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent
registration or another available exemption from registration, the Subscriber agrees it will not resell the Securities
(unless otherwise permitted pursuant to the terms hereof). The 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 Securities until the one year
anniversary 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.


 






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2.5.
Sophisticated Investor.


 


(i)
The Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the
Securities.


 


(ii)
The Subscriber is aware that an investment in the Securities is highly speculative and subject to substantial risks because,
among other things, (a) the Securities are subject to transfer restrictions and have not been registered under the Securities
Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such
registration is available and (b) the Subscriber has waived its redemption rights with respect to the Securities as set forth
in Section 5 hereof, and the Securities held by the Subscriber are not entitled to, and have no right, interest or claim to
any monies held in the Trust Account, and accordingly the Subscriber may suffer a loss of a portion or all of its investment
in the Securities. The Subscriber is able to bear the economic risk of its investment in the Securities for an indefinite
period of time.


 


2.6.
Organization and Authority. The Subscriber is duly organized, validly existing and in good standing under the laws of its
state of incorporation or formation and it possesses all requisite power and authority necessary to carry out the
transactions contemplated by this Agreement.


 


2.7.
Authority. This Agreement has been validly authorized, executed and delivered by the Subscriber and is a valid and binding
agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other
laws affecting the enforcement of creditors’ rights generally.


 


2.8.
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 Subscriber’s
charter documents, (ii) any agreement 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.


 


2.9.
No Legal Advice from Company. The Subscriber acknowledges it has had the opportunity to review this Agreement and the
transactions contemplated by this Agreement and the other agreements entered into between the parties hereto with the
Subscriber’s own legal counsel and investment and tax advisors. Except for any statements or representations of the
Company made in this Agreement and the other agreements entered into between the parties hereto, the Subscriber is relying
solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives
or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this
Agreement or the securities laws of any jurisdiction.


 


2.10.
Reliance on Representations and Warranties. The Subscriber understands the Units are being offered and sold to the Subscriber
in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws
and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of the Subscriber set forth in this Agreement in order to
determine the applicability of such provisions.


 






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2.11.
No General Solicitation. The Subscriber is not subscribing for the Units as a result of or subsequent to any general
solicitation or general advertising, including but not limited to any advertisement, article, notice or other communication
published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or
meeting or in a registration statement with respect to the IPO filed with the Securities and Exchange Commission
(“SEC”).


 


2.12.
Legend. The Subscriber acknowledges and agrees the certificates (if any) evidencing each of the Securities shall bear a
restrictive legend (the “Legend”), in form and substance substantially as set forth in Section 4
hereof.


 


 3. Representations, Warranties and Covenants of the Company




 


The
Company represents and warrants to, and agrees with, the Subscriber that:


 


3.1.
Valid Issuance of Capital Stock. The total number of shares of all classes of capital stock which the Company has authority
to issue is 100,000,000 shares of Class A Common Stock, 10,000,000 shares of Class B Common Stock, $0.0001 par value per
share (the “Class B Common Stock”), and 1,000,000 shares of preferred stock, $0.0001 par value per share
(“Preferred Stock”). As of the date hereof, the Company has issued and outstanding 8,625,000 shares of
Class B Common Stock (of which up to 1,125,000 shares are subject to forfeiture as described in the Registration Statement),
no shares of Class A Common Stock and no shares of Preferred Stock. All of the issued shares of capital stock of the Company
have been duly authorized, validly issued, and are fully paid and non-assessable.


 


3.2.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and that certain warrant
agreement to be entered into between the Company and Continental, as warrant agent (the “Warrant
Agreement”), as the case may be, each of the Units, Placement Shares, Placement Warrants and Warrant Shares will be
duly and validly issued, fully paid and non-assessable. On the date of issuance of the Units, the Warrant Shares shall have
been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant
Agreement, as the case may be, the Subscriber will have or receive good title to the Units, Placement Shares and Placement
Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder
and (ii) transfer restrictions under federal and state securities laws.


 


3.3.
Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its
business as now being conducted.


 


3.4.
Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its
obligations under this Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution,
delivery and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby
have been duly authorized by all necessary corporate action, and no further consent or authorization of the Company or its
Board of Directors or stockholders is required, and (iii) this Agreement constitutes valid and binding obligations of the
Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or
affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general
application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities
laws or principles of public policy.


 






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3.5.
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the
transactions contemplated hereby do not (i) result in a violation of the Company’s certificate of incorporation or
by-laws, (ii) conflict with, or constitute a default under any agreement 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. Other than any SEC or state securities filings which may be required to be made by the Company
subsequent to the Closing, and any registration statement which may be filed pursuant thereto, the Company is not required
under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency or self-regulatory entity in order for it to perform any of its
obligations under this Agreement or issue the Units, Placement Shares, Placement Warrants or Warrant Shares in accordance
with the terms hereof.


 


3.6.
Additional Representations and Warranties. The representations and warranties of the Company set forth in the Underwriting
Agreement are hereby incorporated herein.


 


 4. Legends




 


4.1.
Legend. The Company will issue the Units, Placement Shares and Placement Warrants, and when issued, the Warrant Shares,
purchased by the Subscriber in the name of the Subscriber. The certificates (if any) evidencing the Securities will bear the
following Legend and appropriate “stop transfer” instructions:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
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 THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A UNIT SUBSCRIPTION AGREEMENT AMONG FORUM MERGER
III CORPORATION AND JEFFERIES LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF
THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE UNIT SUBSCRIPTION AGREEMENT.”


 


4.2.
Subscriber’s Compliance. Nothing in this Section 4 shall affect in any way the Subscriber’s obligations and
agreements to comply with all applicable securities laws upon resale of the Securities.


 


4.3.
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the
Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective
registration statement filed under the Securities Act, or pursuant to an available exemption from the registration
requirements of the Securities Act and (ii) in compliance herewith.


 


4.4.
Registration Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration
rights agreement (“Registration Rights Agreement”) to be entered into between, among others, the
Subscriber and the Company, on or prior to the effective date of the Registration Statement.


 






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 5. Waiver of Liquidation Distributions




 


In
connection with the Securities 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 of the amounts in the Trust Account with respect to the Securities, whether (i)
in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with
any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares
of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or
(iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of
incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public
shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to
stockholders’ rights or pre-Business Combination activity. In the event the Subscriber purchases shares of Common Stock
in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such
shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company
fails to consummate the Business Combination.


 


 6. 
Terms of Placement Warrants. Each Placement Warrant shall have the terms set forth in the Warrant Agreement.




 


 7. Lock-Up Period




 


7.1.
The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business
Combination; provided, however, that Transfers of Securities are permitted, subject to compliance with Section 8.1 hereof,
(a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or
directors or any affiliate of the Subscriber or to any of the Subscriber’s officers, directors or member(s) or any of
their respective affiliates; (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 any forward purchase agreement or similar arrangement or in connection
with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were
originally purchased; (f) in the event of the Company’s liquidation prior to the completion of the Business
Combination; (g) by virtue of the laws of the state of incorporation or formation of the Subscriber or the Subscriber’s
limited liability company agreement upon dissolution of the Subscriber 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 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.


 


7.2.
For purposes of Section 7.1, the term “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 Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the
Securities, 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).


 






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 8. Terms of the Units and Placement Warrants




 


8.1.
The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the
Units and component parts are subject to the transfer restrictions described in Section 7 hereof, (ii) the Placement Warrants
will be non-redeemable if called for redemption pursuant to Section 6.1 of the Warrant Agreement so long as they are held by
the Subscriber (or any of its permitted transferees) and as otherwise provided in Section 5 herein, and may be exercisable on
a “cashless” basis if held by the Subscriber or its permitted transferees, as further described in the Warrant
Agreement and (iii) the Units and component parts are being purchased pursuant to an exemption from the registration
requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in
clause (i) and they are registered pursuant to the Registration Rights Agreement or an exemption from registration is
available, and the restrictions described above in clause (i) have expired or been waived. Additionally, the Subscriber
acknowledges and agrees that the Units and their component parts and the related registration rights will be deemed
compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule
5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness
or commencement of sales in the IPO, subject to certain limited exceptions to permitted transferees hereunder and in
accordance with FINRA Rule 5110(e)(2). Additionally, the Units and their component parts and the related registration rights
may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the effective
date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide
officers, directors or members of the Subscriber and any such participating underwriter or selected dealer. Additionally,
the Units and their component parts and the related registration rights will not be the subject of any hedging, short sale,
derivative, put or call transaction that would result in the economic disposition of such securities by any person for a
period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO.


 


8.2.
The Subscriber agrees that if the Company seeks stockholder approval of a Business Combination, then in connection with such
Business Combination, the Subscriber shall (i) vote the Placement Shares owned by it in favor of the Business Combination and
(ii) not redeem any Placement Shares owned by the Subscriber in connection with such stockholder approval.


 


 9. Governing Law; Jurisdiction; Waiver of Jury Trial




 


This
Agreement shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be
wholly performed within such state. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION
PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.


 


 10. Assignment; Entire Agreement; Amendment




 


10.1.
Assignment. Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by
the Subscriber to a person agreeing to be bound by the terms hereof, including the transfer restrictions contained in Section
7 hereof.


 


10.2.
Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject
matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among
them.


 


10.3.
Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by all of the parties hereto.


 


10.4.
Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their
respective heirs, legal representatives, successors and permitted assigns.


 






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 11. Notices




 


11.1.
Notices. Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given
if in writing and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner
herein provided or sent by courier (which for all purposes of this Agreement shall include Federal Express or other
recognized overnight courier) or mailed to said party by certified mail, return receipt requested, at its address provided
for herein or such other address as either may designate for itself in such notice to the other. Communications shall be
deemed to have been received when delivered personally, on the scheduled arrival date when sent by next day or 2nd-day
courier service, or if sent by facsimile upon receipt of confirmation of transmittal or, if sent by mail, then three days
after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be delivered (a) if by
electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (b) if
by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the
later of (1) such posting and (2) the giving of such separate notice; and (c) if by any other form of electronic
transmission, when directed to the stockholder.


 


 12. 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
by e-mail delivery of a “pdf” format data file, 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 facsimile or “.pdf”
signature page were an original thereof.


 


 13. Survival; Severability




 


13.1.
Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive each Closing Date.


 


13.2.
Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided
that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any
party.


 


 14. Headings.




 


The
titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting
this Agreement.


 


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	

        

        FORUM
MERGER IV CORPORATION

	 	 	 
	 	By:	/s/
    Marshall Kiev
	 	 	Name:
    	Marshall
    Kiev
	 	 	Title:	Co-Chief Executive
    Officer



  

	 	SUBSCRIBER:
	 	 
	 	

        JEFFERIES
LLC

	 	 	 
	 	By:	/s/
    Tina Pappas
	 	 	Name:
    	Tina
    Pappas 
	 	 	Title:	Managing Director
    



  


[Signature
Page to Unit Subscription Agreement]