Exhibit 10.5


 





UNIT SUBSCRIPTION AGREEMENT


 


This UNIT SUBSCRIPTION AGREEMENT
(this “Agreement”) is made as of the 15th day of March 2017, by and between Forum Merger Corporation,
a Delaware corporation (the “Company”), having its principal place of business at 135 East 57th Street,
8th Floor, New York, NY 10022, and  Forum Investors I, LLC, a Delaware limited liability company (the
“Subscriber”), having its principal place of business at 135 East 57th Street, 8th Floor,
New York, NY 10022.


 


WHEREAS, the Company desires
to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 480,000 units (the “Initial
Units”) of the Company, and up to an additional 56,250 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”), one right (“Right”) to
receive one-tenth of one share of Common Stock upon the consummation of a Business Combination (defined below), to be governed
by the Right Agreement (defined herein), and one-half of one warrant, each whole warrant exercisable to purchase one share of Common
Stock (“Warrant”), for a purchase price of $10.00 per Unit. The shares of Common Stock underlying the Rights
are hereinafter referred to as the “Right Shares”.  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 Right Shares and Warrant Shares) are hereinafter referred to as the “Placement Shares.” The Rights
underlying the Units are hereinafter referred to as the “Placement Rights.” The Warrants underlying the Units
are hereinafter referred to as the “Placement Warrants.”  The Units, Placement Shares, Placement Rights,
Placement Warrants, Right Shares and Warrant Shares, collectively, are hereinafter referred to as the “Securities.”  Each
whole Placement Warrant is exercisable to purchase one full 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 Subscriber
wishes to purchase 480,000 Initial Units and up to 56,250 Additional Units, and the Company wishes to accept such subscription
from Subscriber.


 


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


 


1.     Agreement
to Subscribe


 


		1.1.	Purchase and Issuance of the Units. 



 


		(a)	Upon the terms and subject to the conditions of
this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber,
on the Closing Date (as defined below) the Initial Units in consideration of the payment of the Initial Purchase Price (as defined
below). On the Closing Date, or within a reasonable time after the Closing Date, but in no event later than thirty (30) days after
the Closing Date, the Company shall deliver to the Subscriber the certificates representing the Securities purchased.



 


		(b)	Subscriber hereby agrees to purchase up to an
additional 56,250 Additional Units at $10.00 per Additional Unit for a purchase price of up to $562,500. 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 Subscriber shall pay $4,800,000 (the “Initial Purchase Price”) by
wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust
account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental
Stock Transfer & Trust Company, acting as trustee (“Continental”), or into an escrow account maintained
by Ellenoff Grossman & Schole LLP (“EG&S”), counsel for the Company, one (1) business day
prior to the date of effectiveness of the Registration Statement.



 


		(b)	As payment in full for the Additional Units being
purchased under this Agreement, the Subscriber shall pay $10.00 per Additional Unit being purchased by wire transfer of immediately
available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account at a financial institution
to be chosen by the Company, maintained by Continental, or into an escrow account maintained by EG&S, one (1) business day
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 EG&S,
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      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 June 30, 2017.


  


2.     Representations
and Warranties of Subscriber


 


Subscriber represents and
warrants to the Company that:


 


2.1.    No
Government Recommendation or Approval.  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. 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.  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 of an agreement (the “Insider Letter”) to
be entered into with respect to the Securities between, among others, Subscriber  and the Company, as described in the
Registration Statement), 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 under the Insider Letter.  Subscriber shall
not engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act.


  


2.4.    Restrictions
on Transfer.  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 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, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as described in Section
8 hereof. 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, Subscriber agrees
it will not resell the Securities (unless otherwise permitted pursuant to the Insider Letter, as described in the Registration
Statement).  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.


 



    	 



    	 



    




2.5.  Sophisticated
Investor.


 


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


 


(ii) Subscriber is aware
that an investment in the Securities is highly speculative and subject to substantial risks because, among other things, 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. Subscriber is able to bear
the economic risk of its investment in the Securities for an indefinite period of time.


 


2.6.   Independent
Investigation.  Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation
of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written
representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of
the Company, other than as set forth in this Agreement. Subscriber is familiar with the business, operations and financial condition
of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors
concerning the Company and the terms and conditions of the offering of the Units and has had full access to such other information
concerning the Company as Subscriber has requested. Subscriber confirms that all documents that it has requested have been made
available and that Subscriber has been supplied with all of the additional information concerning this investment which Subscriber
has requested.


 


2.7   Organization
and Authority.  Subscriber is duly organized, validly existing and in good standing under the laws of the State of Delaware
and it possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.8.  Authority.
This Agreement has been validly authorized, executed and delivered by 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.


  


2.9.    No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by Subscriber of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) Subscriber's charter documents, (ii) any agreement
or instrument to which Subscriber is a party or (iii) any law, statute, rule or regulation to which Subscriber is subject, or any
agreement, order, judgment or decree to which Subscriber is subject.


 


2.10.  No Legal Advice
from Company.  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 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, 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.


 


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


 



    	 



    	 



    




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


 


2.13.  Legend.  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.


 


3.    Representations,
Warranties and Covenants of the Company


 


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


 


3.1.    Valid
Issuance of Capital Stock. The total number of shares of all classes of capital stock which the Company has authority to issue
is 30,000,000 shares of Class A Common Stock, 5,000,000 shares of Class F Common Stock, $0.0001 par value per share (the “Class
F 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 3,593,750 shares of Class F Common Stock (of which up to 468,750
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, that certain right
agreement to be entered into with Continental, as rights agent (the “Right Agreement”) 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 Rights, Placement Warrants, Right Shares and Warrant Shares
will be duly and validly issued, fully paid and non-assessable. On the date of issuance of the Units, the Right Shares and Warrant
Shares shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the
Right Agreement and the Warrant Agreement, as the case may be, Subscriber will have or receive good title to the Units, Placement
Shares, Placement Rights and Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i)
transfer restrictions hereunder and pursuant to the Insider Letter 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 Rights, Placement Warrants, Right Shares or Warrant Shares in accordance with the terms hereof.


 



    	 



    	 



    




4.     Legends


 


4.1.    Legend.
The Company will issue the Units, Placement Shares, Placement Rights and Placement Warrants, and when issued, the Right Shares
and Warrant Shares, purchased by the Subscriber in the name of the 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 AN INSIDER LETTER BETWEEN, AMONG OTHERS, FORUM MERGER CORPORATION
AND FORUM INVESTORS I, LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP
PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER.”


  


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


 


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


 


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


 


5.    Waiver
of Liquidation Distributions.


 


In connection with the Securities
purchased pursuant to this Agreement, 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 or (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.  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.     Termination
of Placement Rights and Placement Warrants.


 


6.1.    Failure
to Consummate Business Combination. The Placement Rights and Placement Warrants shall be terminated upon the dissolution of the
Company or in the event that the Company does not consummate the Business Combination within 24 months from the consummation of
the IPO, unless otherwise extended by the Corporation.


 



    	 



    	 



    




6.2.    Termination
of Rights as Holder. If the Placement Rights and Placement Warrants are terminated in accordance with Section 6.1, then after
such time a Subscriber (or successor in interest) shall no longer have any rights as a holder of such Placement Rights or Placement
Warrants and the Company shall take such action as is appropriate to cancel such Placement Rights and Placement Warrants. Subscriber
hereby irrevocably grants the Company a limited power of attorney for the purpose of effectuating the foregoing and agrees to take
any and all measures reasonably requested by the Company necessary to effect the foregoing.


 


7.     Rescission
Right Waiver and Indemnification.


 


7.1.    Subscriber
understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general
solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect to the
Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to rescind
its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders
and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its stockholders, Subscriber
hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to sue or rights in law or arbitration,
as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and agrees this waiver is being made
in order to induce the Company to sell the Units to the Subscriber. Subscriber agrees the foregoing waiver of rescission rights
shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”)
and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses
in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses
reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with
any present or future actual or asserted right to rescind the purchase of the Units hereunder or relating to the purchase of the
Units and the transactions contemplated hereby.


 


7.2.    Subscriber
agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or
any Claim that may arise now or in the future.


 


7.3.    Subscriber
acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section 7. 


 


7.4.    Subscriber
agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has offered such
waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies
to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this
regard.


 


8.     Terms
of the Units and Underlying Securities


 


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
will be subject to transfer restrictions, except in limited circumstances, until 30 days following the consummation of the Business
Combination, (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 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 to be signed on or before the date of the Prospectus or an exemption
from registration is available.


 


8.2 Subscriber agrees to
vote the Placement Shares in accordance with the terms of the Insider Letter and as otherwise described in the Registration Statement.


 



    	 



    	 



    




9.     Governing
Law; Jurisdiction; Waiver of Jury Trial


 


This Agreement shall be
governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within
such state. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement
and the transactions contemplated hereby.


  


10.   Assignment;
Entire Agreement; Amendment


 


10.1.  Assignment.
Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by a Subscriber to
a person agreeing to be bound by the terms hereof, including the waiver 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 the party against whom enforcement of any such amendment, waiver, discharge or termination
is sought.


 


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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This subscription is accepted by the Company
on the 15th day of March, 2017.


 


	 	FORUM MERGER CORPORATION
	 	 	 
	 	By:	/s/ David Boris
	 	 	Name:  David Boris
	 	 	Title: Chief Financial Officer


 


Accepted and agreed on the date hereof


 


	 	
        

        FORUM INVESTORS I, LLC

        By: Forum Capital Management LLC, its 

        Managing Member

	 	 	 
	 	By:	/s/ David Boris
	 	 	Name:  David Boris
	 	 	Title: Managing Member