Exhibit 10.6.1


 


UNIT
SUBSCRIPTION AGREEMENT


 


This
UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of July [__], 2018, by and among Forum Merger II
Corporation, a Delaware corporation (the “Company”), Jefferies LLC and EarlyBirdCapital, Inc. (collectively,
the “Subscribers”).


 


WHEREAS,
the Company desires to sell to the Subscribers on a private placement basis (the “Offering”) an aggregate of
100,000 units (the “Initial Units”) of the Company, and up to an additional 15,000 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 warrant,
each 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 consummation of the Business Combination; and


 


WHEREAS,
the Subscribers wish to purchase an aggregate of 100,000 Initial Units and up to 15,000 Additional Units, as described on Exhibit
A hereto, and the Company wishes to accept such subscription from the Subscribers.


 


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 Subscribers 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 Subscribers hereby agree
                                         to purchase from the Company, and the Company hereby agrees to sell to the Subscribers,
                                         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 Subscribers the certificates representing the Securities
                                         purchased or effect such delivery in book-entry form.



 


		(b)	Subscribers
                                         hereby agree to purchase up to an additional 15,000 Additional Units at $10.00 per Additional
                                         Unit for a purchase price of up to $150,000, as described on Exhibit A hereto.
                                         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 any 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 Subscribers
                                         shall pay $1,000,000 (the “Initial Purchase Price”), as described
                                         on Exhibit A hereto, 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 Subscribers
                                         shall pay $10.00 per Additional Unit being purchased, as described on Exhibit A
                                         hereto, 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 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 Additional Units shall take place simultaneously with the closing 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 Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, New York, 10105, or such
other place as may be agreed upon by the parties hereto.


 


1.4
Conditions to Closing. The obligation of the Subscribers 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, 2018.


 


2.
Representations and Warranties of Subscriber


 


Subscriber
represents and warrants to the Company that:


 


2.1.
No Government Recommendation or Approval. Each Subscriber understands that no federal or state agency has passed upon or made
any recommendation or endorsement of the Company or the Offering of the Securities.


 


2.2.
Accredited Investor. Each 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. Each Subscriber is purchasing the Securities solely for investment purposes, for 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 Subscriber has no present arrangement to sell the Securities to or through any person or entity except
as may be permitted hereunder. The Subscribers shall not engage in hedging transactions with regard to the Securities unless in
compliance with the Securities Act.


 


2.4.
Restrictions on Transfer. Each 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 a 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,
each Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section 8 hereof.
Each 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, 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, each Subscriber agrees it will
not resell the Securities (unless otherwise permitted pursuant to the terms hereof). Subscriber further acknowledges that because
the Company is a shell company, Rule 144 may not be available to 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)
Each Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the
Securities.


 


(ii)
Each 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) each Subscriber has waived its redemption rights with respect to the Securities as set forth in Section 5
hereof, and the Securities held by the Subscribers are not entitled to, and have no right, interest or claim to any monies held
in the Trust Account, and accordingly each Subscriber may suffer a loss of a portion or all of its investment in the Securities.
Each 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. Each 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 each 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 each Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) such Subscriber's charter documents, (ii)
any agreement or instrument to which such Subscriber is a party or (iii) any law, statute, rule or regulation to which such Subscriber
is subject, or any agreement, order, judgment or decree to which such Subscriber is subject.


 


2.9.
No Legal Advice from Company. Each 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 such 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, each 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. Each Subscriber understands the Units are being offered and sold to the Subscribers
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 each Subscriber set forth in this Agreement in order to determine the applicability
of such provisions.


 


2.11.
No General Solicitation. Neither Subscriber is 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. Each Subscriber acknowledges and agrees the certificates evidencing each of the Securities shall bear a restrictive legend
(the “Legend”), in form and substance substantially as set forth in Section 4 hereof.


 






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3.
Representations, Warranties and Covenants of the Company


 


The
Company represents and warrants to, and agrees with, Subscribers 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 5,750,000 shares of Class B Common Stock (of
which up to 750,000 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 and 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, Subscribers 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.


 


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.


 






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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 Subscribers in the name of each Subscriber. 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
II CORPORATION, JEFFERIES LLC AND EARLYBIRDCAPITAL, INC. 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.
Subscribers’ Compliance. Nothing in this Section 4 shall affect in any way the Subscribers’ 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 Subscribers 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 Subscribers
and the Company, on or prior to the effective date of the Registration Statement.


 


5.
Waiver of Liquidation Distributions.


 


In
connection with the Securities purchased pursuant to this Agreement, each 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 a 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.


 






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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 (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 a Subscriber or to any member(s) of a
Subscriber or any of their 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 a Subscriber or a Subscriber’s limited liability company agreement upon dissolution of a 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).


 


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 so long as they are held by the initial holder thereof (or any of its permitted transferees), and may be exercisable
on a “cashless” basis if held by a 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) has expired. Additionally, each 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(g) 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(g)(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
or partners of any 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
Each Subscriber agrees that if the Company seeks stockholder approval of a Business Combination, then in connection with such
Business Combination, such 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 such 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.


 






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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 a 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.


 


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 II CORPORATION

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


 


	 	SUBSCRIBERS:

         

        JEFFERIES
        LLC

	 	 	 
	 	By:	                        
	 	 	Name:  
	 	 	Title:
    


 


	 	EARLYBIRDCAPITAL,
    INC.
	 	 	 
	 	By:	                        
	 	 	Name:  
	 	 	Title:
    


 






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Exhibit
A


 


	Name	 	Number of Private Placement Units (No Exercise of Over- allotment Option)	 	 	Purchase Price (No Exercise
    of Over- allotment Option)	 	 	Number of Private Placement Units (Exercise of Over- allotment Option in Full)	 	 	Purchase Price (Exercise of Over- allotment Option in Full)	 
	Jefferies LLC	 	 	 	 	 	$	  	 	 	 	 	 	 	$	 
 	 
	EarlyBirdCapital, Inc.	 	 	 	 	 	$	 	 	 	 	 	 	 	$	    	 
	Total	 	 	100,000	 	 	$	1,000,000	 	 	 	115,000	 	 	$	1,150,000