Exhibit 10.1


 


SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”)
is entered into on December 10, 2020, by and between Forum Merger III Corporation, a Delaware corporation (the “Company”),
and the undersigned subscriber (“Subscriber”).


 


WHEREAS, concurrently
with the execution of this Subscription Agreement, the Company is entering into an Agreement and Plan of Merger with Electric Last
Mile, Inc., a Delaware corporation (“ELMS”), ELMS Merger Corp., a Delaware corporation, and the other parties
thereto, providing for the combination of the Company and ELMS (the “Merger Agreement” and the transactions
contemplated by the Merger Agreement, the “Transaction”);


 


WHEREAS, in connection
with the Transaction, Subscriber desires to subscribe for and purchase from the Company, immediately prior to the consummation
of the Transaction, that number of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), set forth on the signature page hereto (the “Subscribed Shares”) for a purchase price of
$10.00 per share (the “Per Share Price” and the aggregate of such Per Share Price for all Subscribed Shares
being referred to herein as the “Purchase Price”), and the Company desires to issue and sell to Subscriber the
Subscribed Shares in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Company; and


 


WHEREAS, concurrently
with the execution of this Subscription Agreement, the Company is entering into subscription agreements (the “Other Subscription
Agreements” and together with this Subscription Agreement, the “Subscription Agreements”) with certain
other investors (the “Other Subscribers” and together with Subscriber, the “Subscribers”)
substantially similar to this Subscription Agreement, pursuant to which such investors have agreed to purchase on the closing date
of the Transaction (the “Closing Date”), inclusive of the Subscribed Shares, an aggregate amount of up to 13,000,000
shares of Common Stock, at the Per Share Price (the shares of the Other Subscribers, the “Other Subscribed Shares”
and together with the Subscribed Shares, the “Collective Subscribed Shares”).


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein
contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:


 


1. Subscription.
Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby agrees to subscribe for and purchase,
and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Subscribed Shares (such
subscription and issuance, the “Subscription”).


 


2. Closing.


 


a. The consummation
of the Subscription contemplated hereby (the “Closing”) shall occur on the Closing Date immediately prior to
the consummation of the Transaction and is contingent upon the subsequent occurrence of the closing of the Transaction.


 


b. At least
five (5) Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the “Closing
Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price
to the Company. No later than two (2) Business Days after receiving the Closing Notice, Subscriber shall deliver to the Company
such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber.
Subscriber shall deliver to the Company, on or prior to 8:00 a.m. (Eastern time) (or as soon as practicable after the Company or
its transfer agent delivers evidence of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date) on the
Closing Date, the Purchase Price in cash via wire transfer to the account specified in the Closing Notice against (and concurrently
with) delivery by the Company to Subscriber of (i) the Subscribed Shares in book entry form, free and clear of any liens or other
restrictions (other than those arising under this Subscription Agreement or state or federal securities laws), in the name of Subscriber
(or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (ii)
written notice from the Company or its transfer agent evidencing the issuance to Subscriber of the Subscribed Shares on and as
of the Closing Date. In the event that the consummation of the Transaction does not occur within one (1) Business Day after the
anticipated Closing Date specified in the Closing Notice, the Company shall promptly (but in no event later than two (2) Business
Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Company
by wire transfer in immediately available funds to the account specified by Subscriber. For the purposes of this Subscription Agreement,
“Business Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New
York is closed.


 






     


     


    

 


c. The Closing
shall be subject to the satisfaction or valid waiver by the Company, on the one hand, or Subscriber, on the other, of the conditions
that, on the Closing Date:


 


(i) no suspension
of the qualification of the Subscribed Shares for offering or sale or trading in any jurisdiction, or initiation or threatening
of any proceedings for any of such purposes, shall have occurred;


 


(ii) all conditions
precedent to the closing of the Transaction set forth in the Merger Agreement, including all necessary approval of the Company’s
stockholders and regulatory approvals, if any, shall have been satisfied or waived, and the closing of the Transaction shall be
scheduled to occur concurrently with or immediately following the Closing; and


 


(iii) no governmental
authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary,
preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby
illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; and no such governmental
authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition.


 


d. The obligation
of the Company to consummate the Closing shall be subject to the satisfaction or valid waiver by the Company of the additional
conditions that, on the Closing Date:


 


(i) all representations
and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material respects (other
than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect (as defined below),
which representations and warranties shall be true in all respects) at and as of the Closing Date (except to the extent that any
such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be
true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber
Material Adverse Effect, which representations and warranties shall be true in all respects) as of such earlier date); and


 






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(ii) Subscriber
shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by
this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing.


 


e. The obligation
of Subscriber to consummate the Closing shall be subject to the satisfaction or valid waiver by Subscriber of the additional conditions
that, on the Closing Date:


 


(i) all representations
and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other
than representations and warranties that are qualified as to materiality or Company Material Adverse Effect (as defined below),
which representations and warranties shall be true in all respects) at and as of the Closing Date (except to the extent that any
such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be
true and correct as of such earlier date);


 


(ii) the Company
shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by
this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and


 


(iii) there
shall have been no amendment, waiver or modification to the Merger Agreement that materially and adversely affects the Company,
including any amendment or waiver of any representation or covenant of the Company or ELMS relating to the financial position or
outstanding indebtedness of the Company or ELMS.


 


f. Prior to
or at the Closing, Subscriber shall deliver to the Company a duly completed and executed Internal Revenue Service Form W-9 or appropriate
Form W-8.


 


3. Company Representations
and Warranties. The Company represents and warrants to Subscriber that:


 


a. The Company
(i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, (ii) has the
requisite power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted and
to enter into and perform its obligations under this Subscription Agreement, and (iii) is duly licensed or qualified to conduct
its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation)
in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, except,
with respect to the foregoing clause (iii), where the failure to be in good standing would not reasonably be expected to have a
Company Material Adverse Effect. For purposes of this Subscription Agreement, a “Company Material Adverse Effect”
means an event, change, development, occurrence, condition or effect with respect to the Company and its subsidiaries, taken together
as a whole (on a consolidated basis), that, individually or in the aggregate, has a material adverse effect on (i) the business,
financial condition or results of operations of the Company and its subsidiaries, taken together as a whole (on a consolidated
basis) or (ii) the Company’s ability to timely consummate the transactions contemplated hereby, including the issuance and
sale of the Subscribed Shares.


 






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b. The Subscribed
Shares have been duly authorized and, when issued and delivered to Subscriber against full payment therefor in accordance with
the terms of this Subscription Agreement, will be validly issued, fully paid and non-assessable and will not have been issued in
violation of any preemptive rights created under the Company’s organizational documents or the laws of its jurisdiction of
incorporation.


 


c. This Subscription
Agreement has been duly authorized, executed and delivered by the Company, and assuming the due authorization, execution and delivery
of the same by Subscriber, this Subscription Agreement shall constitute the valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.


 


d. The execution
and delivery of this Subscription Agreement, the issuance and sale of the Subscribed Shares and the compliance by the Company with
all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict
with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of (i)
any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company is
a party or by which the Company is bound or to which any of the property or assets of the Company is subject; (ii) the organizational
documents of the Company; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or
body, domestic or foreign, having jurisdiction over the Company or any of its properties that, in the case of clauses (i) and (iii),
would reasonably be expected to have a Company Material Adverse Effect.


 


e. Assuming
the accuracy of the representations and warranties of Subscriber, the Company is not required to obtain any consent, waiver, authorization
or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental
authority, self-regulatory organization (including The Nasdaq Capital Market) or other person in connection with the execution,
delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Subscribed Shares),
other than (i) filings required by applicable state securities laws, (ii) the filing of the Registration Statement pursuant to
Section 5 below, (iii) the filing of a Notice of Exempt Offering of Securities on Form D with the United States Securities
and Exchange Commission (“Commission”) under Regulation D of the Securities Act of 1933, as amended (the “Securities
Act”), if applicable, (iv) those required by The Nasdaq Capital Market, including with respect to obtaining shareholder
approval, (v) those required to consummate the Transaction as provided under the Merger Agreement, (vi) the filing of notification(s)
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, if applicable, and (vii) those the failure of which to obtain would
not be reasonably likely to have a Company Material Adverse Effect.


 






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f. As of their
respective dates, all reports required to be filed by the Company with the Commission (the “SEC Reports”) complied
in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed,
contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and
the rules and regulations of the Commission with respect thereto as in effect at the time of filing and fairly present in all material
respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for
the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. A copy of each SEC
Report is available to each Subscriber via the Commission’s EDGAR system. The Company has timely filed each report, statement,
schedule, prospectus, and registration statement that the Company was required to file with the Commission since its initial registration
of the Common Stock with the Commission. To the knowledge of the Company, there are no material outstanding or unresolved comments
in comment letters from the staff of the Division of Corporation Finance of the Commission with respect to any of the SEC Reports
as of the date hereof.


 


g. As of the
date hereof, the authorized share capital of the Company consists of 100,000,000 shares of Common Stock and 1,000,000 preferred
shares, par value $0.0001 per share (“Preferred Shares”). As of the Closing Date (and immediately after the
consummation of the Transaction), the authorized share capital of the Company will consist of 1,000,000,000 shares of Common Stock
and 100,000,000 Preferred Shares. As of the date hereof and immediately prior to the Closing and prior to giving effect to the
Transaction: (i) 25,741,250 shares of Common Stock (excluding the Company’s Class B common stock, par value $0.0001
per share (the “Class B Common Stock”)), 6,250,000 shares of Class B Common Stock (the “Founder
Shares”) and no Preferred Shares were issued and outstanding; (ii) 8,580,416 warrants, each exercisable to purchase a
share of Common Stock at $11.50 per full share, and 247,083 private placement warrants, each exercisable to purchase a share of
Common Stock at $11.50 per full share (together “Warrants”), were issued and outstanding; and (iii) no Common
Stock was subject to issuance upon exercise of outstanding options. No Warrants are exercisable on or prior to the Closing. All
(i) issued and outstanding Common Stock has been duly authorized and validly issued, is fully paid and non-assessable and is not
subject to preemptive rights and (ii) outstanding Warrants have been duly authorized and validly issued, are fully paid and are
not subject to preemptive rights. As of the date hereof, except as set forth above and pursuant to (i) the Other Subscription Agreements,
or (ii) the Merger Agreement, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire
from the Company any Common Stock or other equity interests in the Company (collectively, “Equity Interests”)
or securities convertible into or exchangeable or exercisable for Equity Interests. As of the date hereof, the Company has no subsidiaries
and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated
or unincorporated. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company
is a party or by which it is bound relating to the voting of any Equity Interests, other than (A) the letter agreement entered
into by the Company in connection with the Company’s initial public offering on August 18, 2020 pursuant to which the Company’s
sponsor and the Company’s executive officers and independent directors agreed to vote in favor of any proposed Business Combination
(as defined therein), which includes the Transaction, and (B) as contemplated by the Merger Agreement. Other than the Founder Shares,
there are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions
that will be triggered by the issuance of (i) the Subscribed Shares or (ii) the shares to be issued pursuant to any Other Subscription
Agreement.


 






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h. Except for
such matters as have not had and would not be reasonably likely to have a Company Material Adverse Effect, including the issuance
and sale of the Subscribed Shares, as of the date hereof, there is no (i) suit, action, proceeding or arbitration before a governmental
authority or arbitrator pending, or, to the knowledge of the Company, threatened in writing against the Company or (ii) judgment,
decree, injunction, ruling or order of any governmental authority or arbitrator outstanding against the Company.


 


i. The issued
and outstanding shares of Common Stock are registered pursuant to Section 12(b) of the Exchange Act, and are listed for trading
on The Nasdaq Capital Market under the symbol “FIII.” There is no suit, action, proceeding or investigation pending
or, to the knowledge of the Company, threatened against the Company by The Nasdaq Capital Market or the Commission with respect
to any intention by such entity to deregister the shares of Common Stock or prohibit or terminate the listing of the shares of
Common Stock on The Nasdaq Capital Market. The Company has taken no action that is designed to terminate the registration of the
shares of Common Stock under the Exchange Act.


 


j. Upon consummation
of the Transaction, the issued and outstanding shares of Common Stock will continue to be registered pursuant to Section 12(b)
of the Exchange Act and will be listed for trading on The Nasdaq Capital Market.


 


k. Assuming
the accuracy of Subscriber’s representations and warranties set forth in Section 4 of this Subscription Agreement,
no registration under the Securities Act is required for the offer and sale of the Subscribed Shares by the Company to Subscriber.


 


l. Neither
the Company nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising
(within the meaning of Regulation D) in connection with any offer or sale of the Subscribed Shares.


 


m. Except for
such matters as have not had a Company Material Adverse Effect, the Company is, and has been since its inception, in compliance
with all state and federal laws applicable to the conduct of its business. The Company has not received any written, or to its
knowledge, other communication from a governmental entity that alleges that the Company is not in compliance with or is in default
or violation of any applicable law, except where such non-compliance, default or violation would not be reasonably likely to have,
individually or in the aggregate, a Company Material Adverse Effect.


 






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n. The Company
has not entered into any side letter or similar agreement with any Other Subscriber or any other investor in connection with such
Other Subscriber’s direct or indirect investment in the Company other than the Other Subscription Agreements and any joinders
to Convertible Notes (as defined in the Merger Agreement). The Other Subscription Agreements reflect the same Per Share Price and
other terms with respect to the purchase of the Common Stock that are no more favorable to such Other Subscriber thereunder than
the terms of this Subscription Agreement. and they shall not be amended after the date hereof to provide for terms with respect
to the purchase of the Common Stock that are more favorable to such Other Subscriber thereunder than the terms of this Subscription
Agreement, unless such terms are also offered to the Subscriber.


 


o. The Company
acknowledges and agrees that, notwithstanding anything herein to the contrary, the Subscribed Shares may be pledged by Subscriber
in connection with a bona fide margin agreement, provided such pledge shall be (i) pursuant to an available exemption from
the registration requirements of the Securities Act or (ii) pursuant to, and in accordance with, a registration statement
that is effective under the Securities Act at the time of such pledge, and Subscriber effecting a pledge of Subscribed Shares shall
not be required to provide the Company with any notice thereof; provided, however, that neither the Company or their counsel shall
be required to take any action (or refrain from taking any action) in connection with any such pledge, other than providing any
such lender of such margin agreement with an acknowledgment that the Subscribed Shares are not subject to any contractual prohibition
on pledging or lock up, the form of such acknowledgment to be subject to review and comment by the Company in all respects.


 


p. The Company
is not, and immediately after receipt of payment for the Subscribed Shares, will not be, an “investment company” within
the meaning of the Investment Company Act of 1940, as amended.


 


4. Subscriber Representations
and Warranties. Subscriber represents and warrants to the Company that:


 


a. Subscriber
(i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization
(as applicable), and (ii) has the requisite power and authority to enter into and perform its obligations under this Subscription
Agreement.


 


b. This Subscription
Agreement has been duly executed and delivered by Subscriber, and assuming the due authorization, execution and delivery of the
same by the Company, this Subscription Agreement shall constitute the valid and legally binding obligation of Subscriber, enforceable
against Subscriber in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.


 


c. The execution
and delivery of this Subscription Agreement, the purchase of the Subscribed Shares and the compliance by Subscriber with all of
the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict with
or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms of (i)
any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber is
a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject; (ii) the organizational
documents of Subscriber; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or
body, domestic or foreign, having jurisdiction over Subscriber or any of its properties that, in the case of clauses (i) and (iii),
would reasonably be expected to have a Subscriber Material Adverse Effect. For purposes of this Subscription Agreement, a “Subscriber
Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to Subscriber
that would reasonably be expected to have a material adverse effect on Subscriber’s ability to consummate the transactions
contemplated hereby, including the purchase of the Subscribed Shares.


 






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d. Subscriber
(i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited
investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on
Annex A, (ii) is acquiring the Subscribed Shares only for its own account and not for the account of others, or if Subscriber is
subscribing for the Subscribed Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is
a “qualified institutional buyer” or an “accredited investor” and Subscriber has full investment discretion
with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements
herein on behalf of each owner of each such account, and (iii) is not acquiring the Subscribed Shares with a view to, or for offer
or sale in connection with, any distribution thereof in violation of the Securities Act (and has provided the Company with the
requested information on Annex A following the signature page hereto). Subscriber is not an entity formed for the specific purpose
of acquiring the Subscribed Shares.


 


e. Subscriber
understands that the Subscribed Shares are being offered in a transaction not involving any public offering within the meaning
of the Securities Act and that the Subscribed Shares have not been registered under the Securities Act or any state securities
law in reliance on the availability of an exemption from such registration. Subscriber understands that the Subscribed Shares may
not be resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the
Securities Act, except (i) to the Company or a subsidiary thereof, or (ii) pursuant to an applicable exemption from the registration
requirements of the Securities Act, and, in each of cases (i) and (ii), in accordance with any applicable securities laws of the
states and other jurisdictions of the United States.


 


f. Subscriber
understands and agrees that Subscriber is purchasing the Subscribed Shares directly from the Company. Subscriber further acknowledges
that there have not been, and Subscriber hereby agrees that it is not relying on, any representations, warranties, covenants or
agreements made to Subscriber by the Company, the Placement Agent (as defined below), any other party to the Transaction or any
other person or entity, expressly or by implication, or any control persons, officers, directors, employees, partners, agents or
representatives of any of the foregoing other than those representations, warranties, covenants and agreements of the Company set
forth in this Subscription Agreement. Subscriber acknowledges that certain information provided by the Company was based on projections,
and such projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety
of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially
from those contained in the projections.


 






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g. In making
its decision to purchase the Subscribed Shares, Subscriber has relied solely upon independent investigation made by Subscriber.
Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make
an investment decision with respect to the Subscribed Shares, including with respect to the Company and the Transaction (including
ELMS and its subsidiaries (collectively, the “Acquired Companies”)). Subscriber represents and agrees that Subscriber
and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers
and obtain such information as Subscriber and its professional advisor(s), if any, have deemed necessary to make an investment
decision with respect to the Subscribed Shares. Subscriber acknowledges and agrees that Subscriber has not relied on any statements
or other information provided by or on behalf of Jefferies LLC, acting as placement agent to the Company (the “Placement
Agent”), or any affiliates of the Placement Agent or any control persons, officers, directors, employees, partners, agents
or representatives of any of the foregoing concerning ELMS, the Company, the Transaction, the Merger Agreement, this Subscription
Agreement or the transactions contemplated hereby or thereby, the Subscribed Shares or the offer and sale of the Subscribed Shares.
Subscriber acknowledges and agrees that neither the Placement Agent nor any of its affiliates nor any control persons, officers,
directors, employees, partners, agents or representatives of any of the foregoing has provided Subscriber with any information
or advice with respect to the Subscribed Shares nor is such information or advice necessary or desired. Neither the Placement Agent
nor any of its affiliates nor any control persons, officers, directors, employees, partners, agents or representatives of any of
the foregoing has made or makes any representation as to the Company or the Acquired Companies or the quality or value of the Subscribed
Shares and the Placement Agent and any of its affiliates or any control persons, officers, directors, employees, partners, agents
or representatives of any of the foregoing may have acquired non-public information with respect to the Company or the Acquired
Companies which Subscriber agrees need not be provided to it. In connection with the issuance of the Subscribed Shares to Subscriber,
neither the Placement Agent nor any of its affiliates nor any control persons, officers, directors, employees, partners, agents
or representatives of any of the foregoing has acted as a financial advisor or fiduciary to Subscriber.


 


h. Subscriber
became aware of this offering of the Subscribed Shares solely by means of direct contact between Subscriber and the Company or
a representative of the Company, or by means of contact from the Placement Agent, and the Subscribed Shares were offered to Subscriber
solely by direct contact between Subscriber and the Company or a representative of the Company. Subscriber did not become aware
of this offering of the Subscribed Shares, nor were the Subscribed Shares offered to Subscriber, by any other means. Subscriber
acknowledges that the Company represents and warrants that the Subscribed Shares (i) were not offered by any form of general solicitation
or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation
of, the Securities Act, or any state securities laws.


 


i. Subscriber
acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Subscribed Shares.
Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks
of an investment in the Subscribed Shares, and Subscriber has had an opportunity to seek, and has sought, such accounting, legal,
business and tax advice as Subscriber has considered necessary to make an informed investment decision.


 






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j. Subscriber
has adequately analyzed and fully considered the risks of an investment in the Subscribed Shares and determined that the Subscribed
Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear
the economic risk of a total loss of Subscriber’s investment in the Company. Subscriber acknowledges specifically that a
possibility of total loss exists.


 


k. Subscriber
understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Subscribed
Shares or made any findings or determination as to the fairness of this investment.


 


l. Subscriber
is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S.
Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the
President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any
OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii)
a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Subscriber agrees to provide law enforcement
agencies, if requested thereby, such records as required by applicable law, provided that Subscriber is permitted to do so under
applicable law. Subscriber represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section
5311 et seq.), as amended by the USA PATRIOT Act of 2001 and its implementing regulations (collectively, the “BSA/PATRIOT
Act”), that Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under
the BSA/PATRIOT Act. Subscriber also represents that, to the extent required, it maintains policies and procedures reasonably designed
for the screening of its investors against the OFAC sanctions programs, including the OFAC List. Subscriber further represents
and warrants that, to the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held
by Subscriber and used to purchase the Subscribed Shares were legally derived.


 


m. If Subscriber
is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”),
a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Code (as defined below) or
an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a church plan (as defined in section
3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing
but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar
to such provisions of ERISA or the Internal Revenue Code of 1986, as amended (the “Code”), or an entity whose
underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”)
subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, Subscriber represents and warrants
that neither the Company, nor any of its respective affiliates (the “Transaction Parties”) has acted as the
Plan’s fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Subscribed Shares,
and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to any decision
to acquire, continue to hold or transfer the Subscribed Shares.


 






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n. Subscriber
at the Closing will have sufficient funds to pay the Purchase Price pursuant to Section 2.


 


o. Subscriber
acknowledges and agrees that no disclosure or offering document has been prepared by the Placement Agent or any of its affiliates
in connection with the offer and sale of the Subscribed Shares.


 


p. Neither
the Placement Agent, nor any of its affiliates nor any control persons, officers, directors, employees, partners, agents or representatives
of any of the foregoing have made any independent investigation with respect to ELMS, the Company or its subsidiaries or any of
their respective businesses, or the Subscribed Shares or the accuracy, completeness or adequacy of any information supplied to
Subscriber by the Company.


 


q. In connection
with the issue and purchase of the Subscribed Shares, the Placement Agent has not acted as Subscriber’s financial advisor
or fiduciary.


 


r. Subscriber
acknowledges and agrees that the purchase and sale of the Subscribed Shares hereunder meets the exemptions from filing under FINRA
Rule 5123(b)(1).


 


s. Subscriber
acknowledges and agrees that Placement Agent may have acquired, or during the term of the Subscribed Shares may acquire, non-public
information with respect to ELMS, which Subscriber agrees need not be provided to it.


 






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5. Registration
of Subscribed Shares.


 


a. The Company
agrees that, within thirty (30) calendar days following the Closing Date, the Company will submit to or file with the Commission
(at the Company’s sole cost and expense) a registration statement registering the resale of the Subscribed Shares (the “Registration
Statement”), and the Company shall use its commercially reasonable efforts to have the Registration Statement declared
effective as soon as practicable after the filing thereof,, but in any event no later than the earlier of (1) forty-five (45)
calendar days following the Closing Date (or seventy-five (75) calendar days after the Closing Date if the Registration Statement
is reviewed by, and comments thereto are provided by, the Commission) and (2) the second (2nd) business day after the date the
Company is notified in writing by the Commission that the Registration Statement will not be “reviewed” or will not
be subject to further review. The Company will use its commercially reasonable efforts to provide a draft of the Registration
Statement to Subscriber for review at least two (2) business days in advance of the filing of the Registration Statement. Notwithstanding
the foregoing, if the Commission prevents the Company from including any or all of the shares proposed to be registered under
the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Subscribed Shares
by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Subscribed Shares
which is equal to the maximum number of Subscribed Shares as is permitted by the Commission. In such event, the number of Subscribed
Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among
all such selling stockholders. The Company agrees that the Company will use its commercially reasonable efforts to cause such
Registration Statement to remain effective until the earlier of (i) three years from the issuance of the Subscribed Shares, (ii)
the date on which all of the Subscribed Shares shall have been sold, or (iii) the first date on which Subscriber can sell all
of its Subscribed Shares (or shares received in exchange therefor) under Rule 144 of the Securities Act (“Rule 144”)
without limitation as to the manner of sale or the amount of such securities that may be sold, and the Company shall use its commercially
reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as
reasonably practicable. The Company will use its commercially reasonable efforts to (i) cause the removal of all restrictive legends
from any Registrable Securities (as defined below) being sold under the Registration Statement or pursuant to Rule 144 at the
time of sale of such Registrable Securities and, at the request of a Holder (as defined below), cause the removal of all restrictive
legends from any Registrable Securities held by such Holder that may be sold by such Holder without restriction under Rule 144,
including without limitation, any volume and manner of sale restrictions, and (ii) cause its legal counsel to deliver the necessary
legal opinions, if any, to the transfer agent in connection with the instruction under subclause (i) upon the receipt of such
supporting documentation, if any, as reasonably requested by such counsel. The Company will use commercially reasonable efforts
to file all reports, and provide all customary and reasonable cooperation, reasonably necessary to enable Holder to resell Registrable
Securities pursuant to the Registration Statement or Rule 144, as applicable, qualify the Registrable Securities for listing on
the applicable stock exchange and update or amend the Registration Statement as necessary to include Registrable Securities. “Registrable
Securities” shall mean, as of any date of determination, the Subscribed Shares and any other equity security issued or issuable
with respect to the Subscribed Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement
or similar event, provided, however, that such securities shall cease to be Registrable Securities at the earliest of (A) four
(4) years, (B) the date all Subscribed Shares held by a Holder may be sold by such Holder without volume or manner of sale limitations
pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information required
under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), (C) the date on which such securities have actually been sold by a Holder,
or (D) when such securities shall have ceased to be outstanding. “Holder” shall mean the Subscriber or any affiliate
of the Subscriber to which the rights under this Section 5 shall have been assigned. Subscriber agrees to disclose its beneficial
ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of Subscribed Shares to the Company (or its successor)
upon reasonable request to assist the Company in making the determination described above. The Company’s obligations to
include the Subscribed Shares in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company
such information regarding Subscriber, the securities of the Company held by Subscriber and the intended method of disposition
of the Subscribed Shares as shall be reasonably requested by the Company to effect the registration of the Subscribed Shares,
and shall execute such documents in connection with such registration as the Company may reasonably request that are customary
of a selling stockholder in similar situations provided that Subscriber shall not in connection with the foregoing be required
to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer
the Subscribed Shares. Subscriber shall not be entitled to use the Registration Statement for an underwritten offering of Subscribed
Shares. Notwithstanding anything to the contrary in this Subscription Agreement, the Company may delay filing, postpone effectiveness
or suspend the use of the Registration Statement if it determines that, in order for the Registration Statement to not contain
a material misstatement or omission, an amendment thereto would be needed, to include information that would at that time not
otherwise be required in a current, quarterly or annual report under the Exchange Act, or if such filing, effectiveness or use
would materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of
information that would materially adversely affect the Company (each such circumstance, a “Suspension Event”);
provided, that, (i) the Company shall not so delay filing, postpone effectiveness, or suspend the use of the Registration Statement
for a period of more than forty-five (45) consecutive days or more than two (2) times in any three hundred sixty (360) day period
and (ii) the Company shall use commercially reasonable efforts to make the Registration Statement available for the sale by Subscriber
of its Subscribed Shares as soon as practicable thereafter. Upon receipt of any written notice from the Company (which notice
shall not contain any material non-public information regarding the Company and which notice shall not be subject to any duty
of confidentiality) of the happening of any Suspension Event during the period that the Registration Statement is effective or
if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material
fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that (i) it will
promptly discontinue offers and sales of the Subscribed Shares under the Registration Statement (excluding, for the avoidance
of doubt, sales conducted pursuant to Rule 144) until Subscriber receives copies of a supplemental or amended prospectus (which
the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice
that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers
and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company
unless otherwise required by law or subpoena. If so directed by the Company, Subscriber will deliver to the Company or, in Subscriber’s
sole discretion destroy, all copies of the prospectus covering the Subscribed Shares in Subscriber’s possession; provided,
however, that this obligation to deliver or destroy all copies of the prospectus covering the Subscribed Shares shall not apply
(i) to the extent Subscriber is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory,
self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy or (ii)
to copies stored electronically on archival servers as a result of automatic data back-up. For as long as the Subscriber holds
Subscribed Shares, the Company shall file all reports for so long as the condition in Rule 144(c)(1) (or Rule 144(i)(2), if applicable)
is required to be satisfied, and provide all customary and reasonable cooperation, necessary to enable the Subscriber to resell
the Subscribed Shares pursuant to Rule 144 of the Securities Act (in each case, when Rule 144 of the Securities Act becomes available
to the Subscribers).






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b. The Company
shall indemnify and hold harmless Subscriber (to the extent a seller under the Registration Statement), the officers, directors,
agents and employees of Subscriber, each person who controls Subscriber (within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling person, to the fullest
extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without
limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”) that arise out of or are
based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included
in the Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus,
or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary
to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading, except to the extent that such untrue statements, alleged untrue statements, omissions
or alleged omissions are based upon information regarding Subscriber furnished in writing to the Company by Subscriber expressly
for use therein or that Subscriber has omitted a material fact from such information. The Company shall notify Subscriber promptly
of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this
Section 5 of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of an indemnified party and shall survive the transfer of the Subscribed Shares by Subscriber. Notwithstanding
the forgoing, the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action
if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld
or delayed).


 


c. Subscriber
shall, severally and not jointly with any Other Subscriber in the offering contemplated by this Subscription Agreement, indemnify
and hold harmless the Company, its directors, officers, agents and employees, each person who controls the Company (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees
of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses arising out of or based
upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included
in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus,
or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statements, alleged
untrue statements, omissions or alleged omissions are based upon information regarding Subscriber furnished in writing to the Company
by Subscriber expressly for use therein. In no event shall the liability of Subscriber be greater in amount than the dollar amount
of the net proceeds received by Subscriber upon the sale of the Subscribed Shares giving rise to such indemnification obligation.
Notwithstanding the forgoing, Subscriber indemnification obligations shall not apply to amounts paid in settlement of any Losses
or action if such settlement is effected without the prior written consent of Subscriber (which consent shall not be unreasonably
withheld or delayed).


 






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d.
Any person or entity entitled to indemnification herein shall (A) give prompt written notice to the indemnifying party of any
claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s
or entity’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and
(B) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying
parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any
liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld,
conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not
be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with
respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the
consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in
all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement)
or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party or which
does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release
from all liability in respect to such claim or litigation.


 


e. The
indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party
and shall survive the transfer of securities.


 


f. If the
indemnification provided under this Section 5 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu
of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such
losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations; provided, however, the liability of the
Investor shall be limited the net proceeds received by such Subscriber from the sale of Subscribed Shares giving rise to such indemnification
obligation. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied
by (or not supplied by, in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s
and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action.
The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include,
subject to the limitations set forth in this Section 5, any legal or other fees, charges or expenses reasonably incurred by such
party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 5(f) from any person or entity
who was not guilty of such fraudulent misrepresentation.


 






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6.
Termination. This Subscription Agreement shall terminate and be void and of no further force
and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part
of any party in respect thereof, upon the earliest to occur of (a) such date and time as the Merger Agreement is terminated
in accordance with its terms, (b) upon the mutual written agreement of the Company and Subscriber to terminate this
Subscription Agreement, (c) if, on the Closing Date of the Transaction, any of the conditions to Closing set forth in Section
2 of this Subscription Agreement have not been satisfied as of the time required hereunder to be so satisfied or waived
by the party entitled to grant such waiver and, as a result thereof, the transactions contemplated by this Subscription
Agreement are not consummated, or (d) June 30, 2021 (the “Outside Date”), if the Closing has not occurred
by such date; provided, that nothing herein will relieve any Party from liability for any willful breach hereof prior to the
time of termination, and each Party will be entitled to any remedies at law or in equity to recover losses, liabilities or
damages arising from such breach. The Company shall notify Subscriber of the termination of the Merger Agreement promptly
after the termination thereof.


 


7. Trust Account
Waiver. Subscriber hereby acknowledges that the Company has established a trust account (the
“Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and
from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon)
for the benefit of the Company’s public stockholders and certain other parties (including the underwriters of the IPO).
For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby (a) agrees that it does not
now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the
Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim arises as a result
of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether
such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are
collectively referred to hereafter as the “Released Claims”), (b) irrevocably waives any Released Claims
that it may have against the Trust Account now or in the future as a result of, or arising out of, any negotiations,
contracts or agreements with the Company, and (c) will not seek recourse against the Trust Account for any reason whatsoever;
provided however, that nothing in this Section 7 shall be deemed to limit any Subscriber’s right, title,
interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of
the Company acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any
redemption right with respect to any such securities of the Company or any Subscriber’s right to distributions from the
Trust Account in accordance with the Company’s amended and restated certificate of incorporation in respect of Common
Stock of the Company acquired by any means other than pursuant to this Subscription Agreement.


 


8. Miscellaneous.


 


a. All notices,
requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other
communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent by electronic
mail, on the date of transmission to such recipient if sent during normal business hours of the recipient and, if not sent during
normal business hours, then on the recipient’s next Business Day, (iii) one (1) Business Day after being sent to the recipient
by reputable overnight courier service (charges prepaid), or (iv) four (4) Business Days after being mailed to the recipient by
certified or registered mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended recipient
at its address specified on the signature page hereof or to such electronic mail address or address as subsequently modified by
written notice given in accordance with this Section 8(a).


 






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b. Subscriber
acknowledges that the Company, the Placement Agent and others will rely on the acknowledgments, understandings, agreements, representations
and warranties of Subscriber contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify
the Company and the Placement Agent if it becomes aware that any of the acknowledgments, understandings, agreements, representations
and warranties of Subscriber set forth herein are no longer accurate in all material respects. The Company acknowledges that Subscriber,
the Placement Agent and others will rely on the acknowledgments, understandings, agreements, representations and warranties of
the Company contained in this Subscription Agreement. Prior to the Closing, the Company agrees to promptly notify Subscriber and
the Placement Agent if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties
of the Company set forth herein are no longer accurate in all material respects.


 


c. Each of
the Company, the Placement Agent and Subscriber is irrevocably authorized to produce this Subscription Agreement or a copy hereof
to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


 


d. Each Party
shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.


 


e. Neither
this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Subscribed Shares acquired hereunder,
if any, and the rights set forth in Section 5) may be transferred or assigned. Neither this Subscription Agreement nor any rights
that may accrue to the Company hereunder may be transferred or assigned (provided, that, for the avoidance of doubt, the Company
may transfer the Subscription Agreement and its rights hereunder in connection with the consummation of the Transaction). Notwithstanding
the foregoing, Subscriber may assign its rights and obligations under this Subscription Agreement to one or more of its affiliates
or, with the Company’s prior written consent, to another person, provided that no such assignment shall relieve Subscriber
of its obligations hereunder if any such assignee fails to perform such obligations.


 


f. All the
agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.


 


g. The Company
may request from Subscriber such additional information as the Company may reasonably deem necessary to evaluate the eligibility
of Subscriber to acquire the Subscribed Shares, and Subscriber shall promptly provide such information as may be reasonably requested,
to the extent readily available and to the extent consistent with its internal policies and procedures; provided, that the
Company agrees to keep any such information provided by Subscriber confidential.


 


h. This Subscription
Agreement may not be amended, modified, or waived except by an instrument in writing, signed by the party against whom enforcement
of such amendment, modification or waiver is sought.


 


i. This Subscription
Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties,
both written and oral, among the parties, with respect to the subject matter hereof. Except as set forth herein, this Subscription
Agreement shall not confer any rights or remedies upon any person other than the parties hereto and their respective permitted
successors and assigns.


 


j. Except as
otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and
their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations,
warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors,
administrators, successors, legal representatives and permitted assigns.


 






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k. If
any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue
in full force and effect.


 


l. This Subscription
Agreement may be executed and delivered in one or more counterparts (including by facsimile or electronic mail or in .pdf) and
by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All
counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.


 


m. This Subscription
Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for
the benefit of, nor may any provision hereof be enforced by, any other person; provided, however, that the Placement
Agent shall be an intended third party beneficiary of the representations and warranties of the Company in Section 3 hereof
and of the Subscriber in Section 4 hereof and, with respect thereto, shall be entitled to the rights and benefits hereunder
and may enforce the provisions hereof as if it were a party hereto.


 


n. The parties
hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not
performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto
shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically
the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled
at law, in equity, in contract, in tort or otherwise.


 


o. This Subscription
Agreement and all disputes, legal actions, suits and proceedings arising out of or relating to this Subscription Agreement shall
be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the principles of conflicts
of laws that would otherwise require the application of the law of any other state.


 


p. EACH
PARTY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED
TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE
BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS,
TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.
WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION
OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY
OR ENFORCEABILITY OF THIS SUBSCRIPTION AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT.


 






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q. The parties
agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Subscription Agreement must be
brought exclusively in the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State
of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any
federal court within the State of Delaware or, in the event each federal court within the State of Delaware declines to accept
jurisdiction over a particular matter, any state court within the State of Delaware) (collectively the “Designated Courts”).
Each party hereby consents and submits to the exclusive jurisdiction of the Designated Courts. No legal action, suit or proceeding
with respect to this Subscription Agreement may be brought in any other forum. Each party hereto hereby irrevocably waives all
claims of immunity from jurisdiction and any objection which such party may now or hereafter have to the laying of venue of any
suit, action or proceeding in any Designated Court, including any right to object on the basis that any dispute, action, suit or
proceeding brought in the Designated Courts has been brought in an improper or inconvenient forum or venue. Each of the parties
hereto also agrees that delivery of any process, summons, notice or document to a party hereof in compliance with Section 8(a)
of this Subscription Agreement shall be effective service of process for any action, suit or proceeding in a Designated Court with
respect to any matters to which the parties have submitted to jurisdiction as set forth above.


  


r. This Subscription
Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related
to this Subscription Agreement, or the negotiation, execution or performance of this Subscription Agreement, may only be brought
against the entities that are expressly named as parties hereto (each, a “Party”) and then only with respect to the
specific obligations set forth herein with respect to such Party. Any obligations and/or restrictions applicable to a Party pursuant
to this Subscription Agreement shall not apply to any of such Party’s parent companies or any affiliate. No past, present
or future director, officer, employee, incorporator, manager, member, partner, stockholder, affiliate, agent, attorney or other
representative of any Party or of any affiliate of any Party, or any of their successors or permitted assigns, shall have any liability
for any obligations or liabilities of any Party under this Subscription Agreement or for any claim, action, suit or other legal
proceeding based on, in respect of or by reason of the transactions contemplated hereby.


 






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s. The Company
shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement,
issue one or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure
Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated
hereby (and by the Other Subscription Agreements), the Transaction and any other material, nonpublic information that the Company
has provided to Subscriber at any time prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure
Document, Subscriber shall not be in possession of any material, non-public information received from the Company or any of its
officers, directors or employees or agents, and Subscriber shall no longer be subject to any confidentiality or similar obligations
under any current agreement, whether written or oral with Company, the Placement Agent, or any of their affiliates in connection
with the Transaction. The Company understands and confirms that the Subscriber and its affiliates will rely on the foregoing representations
in effecting transactions in securities of the Company. Notwithstanding the foregoing, the Company shall not publicly disclose
the name of Subscriber or any affiliate or investment adviser of Subscriber, or include the name of Subscriber or any affiliate
or investment adviser of Subscriber in any press release or in any filing with the Commission or any regulatory agency or trading
market, without the prior written consent (including by e-mail) of Subscriber, except in the Registration Statement contemplated
by Section 5 of this Subscription Agreement, as required by the federal securities laws, rules or regulations and/or to
the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the Commission or any
regulatory agency or under the rules and regulations of The Nasdaq Stock Market, in which case the Company shall provide Subscriber
with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with Subscriber regarding
such disclosure.


 


t. The obligations
of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber or any other
investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance of the
obligations of any Other Subscriber or any other investor under the Other Subscription Agreements. The decision of Subscriber to
purchase Subscribed Shares pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber
or any other investor and independently of any information, materials, statements or opinions as to the business, affairs, operations,
assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or any of
its subsidiaries which may have been made or given by any Other Subscriber or investor or by any agent or employee of any Other
Subscriber or investor, and neither Subscriber nor any of its agents or employees shall have any liability to any Other Subscriber
or investor (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing
contained herein or in any Other Subscription Agreement, and no action taken by Subscriber or any Other Subscriber or investor
pursuant hereto or thereto, shall be deemed to constitute Subscriber and any Other Subscribers or other investors as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that Subscriber and any Other Subscribers
or other investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated
by this Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted
as agent for Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent of Subscriber
in connection with monitoring its investment in the Subscribed Shares or enforcing its rights under this Subscription Agreement.
Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out
of this Subscription Agreement, and it shall not be necessary for any Other Subscriber or investor to be joined as an additional
party in any proceeding for such purpose.


 






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9. Non-Reliance
and Exculpation. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation
or warranty made by any person, firm or corporation (including, without limitation, the Placement Agent, any of its affiliates
or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than
the statements, representations and warranties of the Company expressly contained in Section 3 of this Subscription Agreement,
in making its investment or decision to invest in the Company. Subscriber acknowledges and agrees that none of the Placement
Agent, its affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the
foregoing, shall have any liability to Subscriber, or to any Other Subscriber or any other investor, pursuant to, arising out of
or relating to this Subscription Agreement or any Other Subscription Agreement related to the private placement of the Collective
Subscribed Shares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby,
for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Collectively
Subscribed Shares.


 


[Signature pages follow.]





 






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IN WITNESS WHEREOF,
each of the Company and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative
as of the date first set forth above.


 


	 	FORUM MERGER III CORPORATION
	 	 	 
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Address for Notices:
	 	 	 
	 	1615 South Congress Avenue, Suite 103, Delray Beach, Florida 33445



 






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	 	SUBSCRIBER: 
	 	 
	 	Print Name: 	                 


 


	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Address for Notices:
	 	 
	 	 
	 	 
	 	 
	 	Name in which shares are to be registered:
	 	 


 


 


	Number of Subscribed Shares subscribed for:		 
	 	 	 
	Price Per Subscribed Share:	$10.00	 
	 	 	 
	Aggregate Purchase Price:	$	 


 


You must pay the Purchase
Price by wire transfer of United States dollars in immediately available funds to the account of the Company specified by the Company
in the Closing Notice.








 






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Annex
A



ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER





 


This Annex A should be completed and signed
by Subscriber

and constitutes a part of the Subscription Agreement.


 


		A.	QUALIFIED INSTITUTIONAL BUYER STATUS (Please check the
box, if applicable)



 


		☐	Subscriber is a “qualified
institutional buyer” (as defined in Rule 144A under the Securities Act).



 


		B.	ACCREDITED INVESTOR STATUS (Please check the box)



 


		☐	Subscriber is an “accredited
investor” (within the meaning of Rule 501(a) under the Securities Act) and has marked and initialed the appropriate box
below indicating the provision under which it qualifies as an “accredited investor.”



 


		C.	AFFILIATE STATUS

(Please check the applicable box)



 


SUBSCRIBER:


 


		☐	is:



 


		☐	is not:



 


an “affiliate”
(as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of the Company.


 


Rule 501(a), in relevant
part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories,
or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities
to that person. Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply
to Subscriber and under which Subscriber accordingly qualifies as an “accredited investor.”


 


		☐	Any bank, registered
broker or dealer, insurance company, registered investment company, business development company, or small business investment
company (in each case as defined in Rule 501(a));



 


		☐	Any plan established
and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions
for the benefit of its employees, if such plan has total assets in excess of $5,000,000;



 


		☐	Any employee benefit
plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered investment
adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000;



 


		☐	Any corporation, Massachusetts
or similar business trust, partnership or any organization described in Section 501(c)(3) of the Internal Revenue Code, not formed
for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;



 






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		☐	Any director, executive
officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general
partner of a general partner of that issuer;



 


		☐	Any natural person whose
individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000. For
purposes of calculating a natural person’s net worth: (a) the person’s primary residence must not be included as an
asset; (b) indebtedness secured by the person’s primary residence up to the estimated fair market value of the primary residence
must not be included as a liability (except that if the amount of such indebtedness outstanding at the time of calculation exceeds
the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount
of such excess must be included as a liability); and (c) indebtedness that is secured by the person’s primary residence
in excess of the estimated fair market value of the residence must be included as a liability;



 


		☐	Any natural person who
had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse
in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current
year.



 


		☐	Any trust with assets
in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated person as
described in Rule 506(b)(2)(ii) under the Securities Act; or



 


		☐	Any entity in which
all of the equity owners are accredited investors meeting one or more of the above tests or one of the following tests.



 


[Specify
which tests:                            ]


 


	 	SUBSCRIBER:
	 	Print Name:
	 	 	 
	 	By:	            
	 	Name:	 
	 	Title:	 


 




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