Exhibit 10.3


 


ESCROW
AGREEMENT


 


THIS
ESCROW AGREEMENT (this “Agreement”) is made and entered into as of October 15, 2020, by and among Tattooed
Chef, Inc. (f/k/a Forum Merger II Corporation), a Delaware corporation, (the “Parent”), Salvatore Galletti,
in the capacity as the initial Holder Representative under the Merger Agreement (as defined below) (the “Holder Representative”
and, together with the “Parent”, sometimes referred to individually as a “Party” and collectively
as the “Parties”), and Citibank, N. A., as escrow agent (the “Escrow Agent”). Capitalized
terms used but not defined herein shall have the meanings ascribed to such terms in that certain Agreement and Plan of Merger
(the “Merger Agreement”), dated as of June 11, 2020, by and among (i) the Parent, (ii) Sprout Merger Sub, Inc.,
a Delaware corporation and a wholly owned subsidiary of the Parent, (iii) Myjojo, Inc., a Delaware corporation, and (iv) the Holder
Representative, in his capacity as the initial Holder Representative thereunder.


 


RECITALS




 


WHEREAS,
the Merger Agreement provides that, at the Closing, the Parent shall deposit one hundred thousand (100,000) shares of Parent Common
Stock (the “Adjustment Escrow Stock”) into an adjustment escrow account (the “Adjustment Escrow Account”)
to be held in accordance with the terms of the Merger Agreement and this Agreement; and


 


WHEREAS,
the Merger Agreement provides that, at the Closing, the Parent shall deposit Five Million (5,000,000) shares of Parent Common
Stock (the “Ittella Holdback Shares”) into an escrow account (the “Ittella Holdback Account”)
to be held in accordance with the terms of the Merger Agreement and this Agreement.


 


NOW
THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:


 


		1.	Appointment.
                                         The Parties hereby appoint the Escrow Agent as their escrow agent for the purposes set
                                         forth herein, and the Escrow Agent hereby accepts such appointment and agrees to act
                                         as escrow agent in accordance with the terms and conditions set forth herein.



 


		2.	Escrow
                                         Property.



 


(a) Simultaneous
with the execution and delivery of this Agreement, Parent is depositing, or causing to be deposited, with the Escrow Agent the
Adjustment Escrow Stock and the Ittella Holdback Shares, in book-entry form, to be held at Parent’s transfer agent in the
name of the Escrow Agent (collectively, the “Escrow Shares”) into the Adjustment Escrow Account and the Ittella
Holdback Account, respectively (collectively, the “Escrow Accounts” or, individually, each an “Escrow
Account”), which are separate and distinct accounts. The Escrow Agent hereby acknowledges receipt of the Escrow Shares.
The Escrow Agent shall hold the Escrow Shares, including all interest, dividends, gains and other income paid or earned with respect
thereto (including pursuant to or as a part of any merger, acquisition, consolidation, acquisition of property or stock, reorganization
or liquidation involving Parent or any of its subsidiaries) (collectively, the “Escrow Earnings”), if any,
minus any payments or distributions made therefrom in accordance with this Agreement (collectively, the “Escrow
Funds”), subject to the terms and conditions of this Agreement. The Escrow Agent agrees to hold and distribute the Escrow
Funds and the Escrow Shares (collectively, the “Escrow Property”) in accordance with the terms of this Agreement.


 






     


     


    




 


(b) For
greater certainty, all Escrow Earnings shall be retained by the Escrow Agent and reinvested in the Escrow Funds and shall become
part of the Escrow Funds; and shall be disbursed as part of the Escrow Funds in accordance with the terms and conditions of this
Agreement.


 


		3.	Investment
                                         of Escrow Funds.



 


(a) Unless
otherwise instructed in writing jointly by the Parties, the Escrow Agent shall hold the Escrow Funds in a “noninterest-bearing
deposit account” insured by the Federal Deposit Insurance Corporation (“FDIC”) to the applicable limits.
The Escrow Funds shall at all times remain available for distribution in accordance with Section 4.


 


(b) The
Escrow Agent shall send an account statement to each of the Parties on a monthly basis reflecting activity in the Escrow Accounts
for the preceding month.


 


(c) The
Escrow Agent shall have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation
of the escrowed property, as applicable, provided that the Escrow Agent has made such investment, reinvestment or liquidation
of the escrowed property in accordance with the terms, and subject to the conditions of this Agreement. The Escrow Agent does
not have a duty nor will it undertake any duty to provide investment advice.


 


		4.	Disposition
                                         and Termination of the Escrow Property.



 


(a) The
Parties shall act in accordance with, and the Escrow Agent shall hold and release the Escrow Property as provided in, this Section 4(a)
as follows:


 


(i) Upon
receipt of a Joint Release Instruction with respect to any Escrow Property, the Escrow Agent shall, promptly after receipt of
a Joint Release Instruction, disburse such Escrow Property to the Parent or the Holder Representative, as applicable, in accordance
with such Joint Release Instruction.


 


(ii) Upon
receipt by the Escrow Agent of a copy of a Final Determination from any Party, the Escrow Agent shall, on the fifth (5th) Business
Day following receipt by the Escrow Agent of the Final Determination, disburse as directed, part or all, as the case may be, of
the Escrow Property in accordance with such Final Determination. The Escrow Agent will act on such Final Determination without
further inquiry.


 


(iii) All
payments of any part of the Escrow Funds shall be made by wire transfer of immediately available funds or check as set forth in
the Joint Release Instruction or Final Determination, as applicable.


 


(iv) Any
instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of any funds
on deposit in any Escrow Account under the terms of this Agreement must be in writing, executed by the appropriate Party or Parties
as evidenced by the signatures of the person or persons set forth on Exhibit A-1 and Exhibit A-2 and delivered to the Escrow
Agent either (i) by confirmed facsimile only at the fax number set forth in Section 12 or (ii) attached to an e-mail received
on a Business Day from an e-mail address set forth in Section 12. If a Joint Release Instruction or Final Determination
is delivered to the Escrow Agent, whether in writing, by email or otherwise, the Escrow Agent is authorized to seek confirmation
of such instruction by telephone call back to the person or persons designated in Exhibits A-1 and or A-2 annexed
hereto (the “Call Back Authorized Individuals”), and the Escrow Agent may rely upon the confirmations
of anyone purporting to be a Call Back Authorized Individual. To assure accuracy of the instructions it receives, the Escrow Agent
may record such call backs. If the Escrow Agent is unable to verify the instructions, or is not satisfied with the verification
it receives, it will not execute the instruction until all such issues have been resolved. The persons and telephone numbers for
call backs may be changed only in writing, executed by an authorized signer of applicable Party set forth on Exhibit A-1 or Exhibit
A-2, actually received and acknowledged by the Escrow Agent.


 






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(b) Certain
Definitions.


 


(i) “Business
Day” means any day that is not a Saturday, a Sunday or other day on which banks are not required or authorized by law
to be closed in Chicago, Illinois or New York, New York.


 


(ii) “Final
Determination” means a final non-appealable order of any court of competent jurisdiction or arbitrator or determination
by the Accounting Referee (as determined under the Merger Agreement) issued, together with (A) a certificate of the prevailing
Party to the effect that such order is final and non-appealable and from a court of competent jurisdiction or arbitrator having
proper authority and (B) the written payment instructions of the prevailing Party to effectuate such order or determination.


 


(iii)
“Joint Release Instruction” means the joint written instruction executed by an authorized signer of each of
the Parent and the Holder Representative directing the Escrow Agent to disburse all or a portion of the Escrow Property, as applicable.


 


(iv) “Person”
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust,
a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.


 


(v) “Parent
Common Stock” means (i) prior to the Closing, 100,000,000 shares of Class A Common Stock (par value $0.0001 per share)
and 10,000,000 shares of Class B Common Stock (par value $0.0001 per share) and (ii) at and after the Closing, the common stock,
par value $0.0001 per share, of the Parent.


 


		5.	Escrow
                                         Shares.



 


(a) Any
Escrow Funds or other property distributable or issuable in respect of or in exchange for any Escrow Shares shall be distributed
or issued to the Escrow Agent to be held in the applicable Escrow Account for such Escrow Shares pending release of such Escrow
Shares.


 


(b) With
respect to the Escrow Shares, Parent shall retain all voting and economic rights with respect to such Escrow Shares while such
shares remain deposited with the Escrow Agent for so long as such Escrow Shares are held by the Escrow Agent, the Escrow Agent
shall vote the Escrow Shares solely as directed in writing by Parent.


 






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		6.	Escrow
                                         Agent. The Escrow Agent undertakes to perform only such duties as are expressly set
                                         forth herein, which shall be deemed purely ministerial in nature, and no other duties,
                                         including but not limited to any fiduciary duty, shall be implied. The Escrow Agent shall
                                         neither be responsible for, nor chargeable with, knowledge of, nor have any requirements
                                         to comply with, the terms and conditions of any other agreement, instrument or document
                                         between the Parties, in connection herewith, if any, including without limitation the
                                         Merger Agreement, nor shall the Escrow Agent be required to determine if any Person has
                                         complied with any such agreements, nor shall any additional obligations of the Escrow
                                         Agent be inferred from the terms of such agreements, even though reference thereto may
                                         be made in this Agreement. Notwithstanding the terms of any other agreement between the
                                         Parties, the terms and conditions of this Agreement will control the actions of the Escrow
                                         Agent. The Escrow Agent may rely upon and shall not be liable for acting or refraining
                                         from acting upon any Joint Release Instruction or Final Determination furnished to it
                                         hereunder and reasonably believed by it in good faith to be genuine and to have been
                                         signed and presented by an authorized signer of the proper Party or Parties. Concurrent
                                         with the execution of this Agreement, the Parties shall deliver to the Escrow Agent authorized
                                         signers’ forms in the form of Exhibit A-1 and Exhibit A-2. The Escrow
                                         Agent shall be under no duty to inquire into or investigate the validity, accuracy or
                                         content of any such document, notice, instruction or request; provided, however, that
                                         the Escrow Agent may not act upon instruction by either the Parent or the Holder Representative
                                         alone where Joint Written Instruction is required as provided hereunder. The Escrow Agent
                                         shall have no duty to solicit any payments which may be due it or the Escrow Property.
                                         In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder
                                         or shall receive instructions, claims or demands from either Party hereto which, in its
                                         opinion, conflict with any of the provisions of this Agreement, it shall be entitled
                                         to (a) refrain from taking any action and its sole obligation shall be to keep safely
                                         all property held in escrow until it shall be directed otherwise in a Joint Release Instruction
                                         or Final Determination or (b) interplead all of the assets held hereunder into, or may
                                         seek other judicial relief or orders from, a court of competent jurisdiction, and the
                                         Escrow Agent shall act in accordance with any such judicial relief or court order. The
                                         Escrow Agent may consult with legal counsel of its selection in the event of any dispute
                                         or question as to the meaning or construction of any of the provisions hereof or its
                                         duties hereunder. The Escrow Agent will not be liable for any action taken, suffered
                                         or omitted to be taken by it in good faith except to the extent that the Escrow Agent’s
                                         fraud, gross negligence or willful misconduct was the direct cause of any loss to either
                                         Party. To the extent practicable, the Parties agree to pursue commercially reasonable
                                         redress or recourse in connection with any dispute without making the Escrow Agent a
                                         party to the same. Anything in this Agreement to the contrary notwithstanding, except
                                         in the case of the Escrow Agent’s fraud, in no event shall the Escrow Agent be
                                         liable, for any special, indirect, punitive, incidental or consequential losses or damages
                                         of any kind whatsoever (including but not limited to lost profits), even if the Escrow
                                         Agent has been advised of the likelihood of such losses or damages and regardless of
                                         the form of action.



 


		7.	Resignation
                                         and Removal of Escrow Agent. The Escrow Agent (a) may resign and be discharged from
                                         its duties or obligations hereunder by giving thirty (30) calendar days’ advance
                                         notice in writing of such resignation to the Parties specifying a date when such resignation
                                         shall take effect or (b) may be removed, with or without cause, by the Parent and the
                                         Holder Representative acting jointly at any time by providing written notice to the Escrow
                                         Agent. Any corporation or association into which the Escrow Agent may be merged or converted
                                         or with which it may be consolidated, or any corporation or association to which all
                                         or substantially all of the escrow business of the Escrow Agent’s line of business
                                         may be transferred, shall be the Escrow Agent under this Agreement without further act;
                                         provided, however, that the Escrow Agent shall give the Parties thirty (30) days’
                                         prior written notice of any such change. The Escrow Agent’s sole responsibility
                                         after such thirty (30) day notice period expires or after receipt of written notice of
                                         removal shall be to hold and safeguard the Escrow Property (without any obligation to
                                         reinvest the same) and to deliver the same (i) to a substitute or successor escrow agent
                                         pursuant to a joint written designation from the Parties, (ii) as set forth in a Joint
                                         Release Instruction or (iii) in accordance with the directions of a Final Determination,
                                         and, at the time of such delivery, the Escrow Agent’s obligations hereunder shall
                                         cease and terminate. In the event the Escrow Agent resigns, if the Parties have failed
                                         to appoint a successor escrow agent prior to the expiration of thirty (30) calendar days
                                         following receipt of the notice of resignation, the Escrow Agent may petition any court
                                         of competent jurisdiction for the appointment of such a successor escrow agent (which,
                                         for the avoidance of doubt, shall be a comparable nationally recognized financial institution),
                                         and any such resulting appointment shall be binding upon all of the parties hereto.



 






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		8.	Fees
                                         and Expenses. All fees and expenses, if any, of the Escrow Agent are described in
                                         Schedule 1 and shall be paid by the Parent. The fees agreed upon for the services
                                         to be rendered hereunder are intended as full compensation for the Escrow Agent services
                                         as contemplated by this Agreement.



 


		9.	Indemnity.
                                         Each of the Parties shall jointly and severally indemnify, defend , and hold harmless
                                         the Escrow Agent and its affiliates and their respective successors, assigns, directors,
                                         officers, agents and employees (the “Indemnitees”) from and against
                                         any and all losses, damages, claims, liabilities, penalties, judgments, settlements,
                                         actions, suits, proceedings, litigation, investigations, costs or expenses (including
                                         the documented and reasonable fees and expenses of one outside counsel and experts) (collectively
                                         “Escrow Agent Losses”) arising out of or in connection with (a) the
                                         Escrow Agent’s execution and performance of this Agreement, tax reporting or withholding,
                                         the enforcement of any rights or remedies under or in connection with this Agreement,
                                         or as may arise by reason of any act, omission or error of the Indemnitee, except to
                                         the extent that such Escrow Agent Losses, as adjudicated by a court of competent jurisdiction,
                                         have been caused by the fraud, gross negligence or willful misconduct of such Indemnitee,
                                         or (b) the Escrow Agent is following any instructions or other directions from the Parent
                                         or the Holder Representative, except to the extent the Escrow Agent following any such
                                         instruction or direction is forbidden by the terms hereof. Notwithstanding anything to
                                         the contrary herein, the Parent and the Holder Representative agree, solely as between
                                         themselves, that any obligation for indemnification under this Section 9
                                         (or for reasonable fees and expenses of the Escrow Agent described in Section 8)
                                         shall be borne by the Party or Parties determined by a court of competent jurisdiction
                                         to be responsible for causing the loss, damage, liability, cost or expense against which
                                         the Escrow Agent is entitled to indemnification or, if no such determination is made,
                                         then one-half by the Parent and one-half by the Holder Representative. The Parties hereto
                                         acknowledge that the foregoing indemnities shall survive the resignation or removal of
                                         the Escrow Agent or the termination of this Agreement.



 


		10.	Tax
                                         Matters.



 


(a) The
Holder Representative shall be responsible for and the taxpayer on all taxes due on the interest or income earned on the Escrow
Property and for any dividends earned on the Escrow Shares for the calendar year in which such interest or income is earned, if
any. The Escrow Agent shall report any interest or income earned on the Escrow Property to the IRS or other taxing authority on
IRS Form 1099. Prior to the date hereof, the Parties shall provide the Escrow Agent with certified tax identification numbers
by furnishing appropriate form W-9 and such other forms and documents that the Escrow Agent may request.


 






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(b) The
Escrow Agent shall be responsible only for income reporting to the Internal Revenue Service with respect to income (if any) earned
on the Escrow Funds. The Escrow Agent shall timely prepare and timely file all appropriate tax or other information reporting
with respect to the Escrow Property as is required by applicable law. The Escrow Agent shall withhold any taxes required to be
withheld by applicable law, including but not limited to required withholding in the absence of proper tax documentation, and
shall remit such taxes to the appropriate authorities. 


 


(c) The
Escrow Agent, its affiliates, and its employees are not in the business of providing tax or legal advice to any taxpayer outside
of Citigroup, Inc. and its affiliates. This Agreement and any amendments or attachments hereto are not intended or written to
be used, and may not be used or relied upon, by any such taxpayer or for the purpose of avoiding tax penalties. Any such taxpayer
should seek advice based on the taxpayer's particular circumstances from an independent tax advisor.


 


		11.	Covenant
                                         of Escrow Agent. The Escrow Agent hereby agrees with and covenants to the Parent
                                         and the Holder Representative that it shall perform all of its obligations under this
                                         Agreement and shall not deliver custody or possession of any of the Escrow Property to
                                         anyone except pursuant to the express terms of this Agreement or as otherwise required
                                         by law.



 


		12.	Notices.
                                         All notices, requests, demands and other communications required under this Agreement
                                         shall be in writing, in English, and shall be deemed to have been duly given if delivered
                                         (i) personally, (ii) by facsimile transmission with written confirmation of receipt,
                                         (iii) on the day of transmission if sent by electronic mail (“e-mail”) with
                                         a PDF attachment executed by an authorized signer of the Party/ Parties to the e-mail
                                         address given below, and written confirmation of receipt is obtained promptly after completion
                                         of the transmission, (iv) by overnight delivery with a reputable national overnight delivery
                                         service, or (v) by mail or by certified mail, return receipt requested, and postage prepaid.
                                         If any notice is mailed, it shall be deemed given five (5) Business Days after the date
                                         such notice is deposited with the United States Postal Service. If notice is given to
                                         a Party, it shall be given at the address for such Party set forth below. It shall be
                                         the responsibility of the Parties to notify the Escrow Agent and the other Party in writing
                                         of any name or address changes.



 


if
to the Parent, then to:


 


Tattooed
Chef, Inc.


c/o
Monitoring Committee


1615
South Congress Avenue, Suite 103 


Delray
Beach, FL 33445 


Attn:
David Boris, Co-Chief Executive Officer


Email:
david@forummerger.com


 






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with
a copy (which shall not constitute notice) to:


 


White
& Case LLP


1221
Avenue of the Americas


New
York, New York 10020


Attention:
Joel Rubinstein


Email:
joel.rubinstein@whitecase.com


 


and


 


White
& Case LLP


111
South Wacker Drive, Suite 5100


Chicago,
IL 60606


Attention:
Gary Silverman


Email:
gary.silverman@whitecase.com


 


or,
if to the Holder Representative, then to:


 


Salvatore
Galletti


6305
Alondra Blvd.


Paramount,
CA 90723


Email:
sgalletti@ittellafoods.com


 


with
a copy (which shall not constitute notice) to:


 


Rutan
& Tucker, LLP


611
Anton Blvd.


Costa
Mesa, CA 92626


Attn:
Ellis Wasson


Email:
ewasson@rutan.com


 


or,
if to the Escrow Agent, then to:


 


Citibank,
N.A.


c/o
Citi Private Bank


227
W. Monroe Street, 3rd Floor


 


Chicago,
IL 60606


Attn:
Connie Feltenberger





Telephone
No.: (312) 384-1446





Facsimile
No.: (312) 546-6726





E-mail:
connie.feltenberger@citi.com


 


Notwithstanding
the above, in the case of communications delivered to the Escrow Agent pursuant to the foregoing clause (i) through (iv) of this
Section 12, such communications shall be deemed to have been given on the date received by the Escrow Agent. If the
Escrow Agent, in its sole discretion, determines that an emergency exists, the Escrow Agent may use such other means of communication
as the Escrow Agent deems appropriate.


 






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		13.	Termination.
                                         This Agreement shall terminate on the first to occur of (a) the distribution of all
                                         of the amounts in the Escrow Property in accordance with this Agreement or (b) delivery
                                         to the Escrow Agent of a written notice of termination executed jointly by the Parent
                                         and the Holder Representative after which this Agreement shall be of no further force
                                         and effect except that the provisions of Section 9 shall survive termination.



 


		14.	Miscellaneous.
                                         The provisions of this Agreement may be waived, altered, amended or supplemented,
                                         in whole or in part, only by a writing signed by all of the parties hereto. Neither this
                                         Agreement nor any right or interest hereunder may be assigned in whole or in part by
                                         any party, except as provided in Section 7 and Section 17, without the
                                         prior consent of the other parties. This Agreement shall be governed by and construed
                                         under the laws of the State of Delaware. Each party irrevocably waives any objection
                                         on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably
                                         consents to service of process by mail or in any other manner permitted by applicable
                                         law and consents to the jurisdiction of the courts located in the State of Delaware.
                                         The parties hereby waive any right to a trial by jury with respect to any lawsuit or
                                         judicial proceeding arising or relating to this Agreement. This Agreement may be executed
                                         in multiple counterparts, each of which shall be deemed an original, but all of which
                                         together shall constitute one and the same instrument. All signatures of the parties
                                         to this Agreement may be transmitted by facsimile or electronic transmission in portable
                                         document format (.pdf), and such facsimile or .pdf will, for all purposes, be deemed
                                         to be the original signature of such party whose signature it reproduces, and will be
                                         binding upon such party. If any provision of this Agreement is determined to be prohibited
                                         or unenforceable by reason of any applicable law of a jurisdiction, then such provision
                                         shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
                                         without invalidating the remaining provisions thereof, and any such prohibition or unenforceability
                                         in such jurisdiction shall not invalidate or render unenforceable such provisions in
                                         any other jurisdiction. The Parties represent, warrant and covenant that each document,
                                         notice, instruction or request provided by such Party to the Escrow Agent shall comply
                                         with applicable laws and regulations. Where, however, the conflicting provisions of any
                                         such applicable law may be waived, they are hereby irrevocably waived by the parties
                                         hereto to the fullest extent permitted by law, to the end that this Agreement shall be
                                         enforced as written. Except as expressly provided in Section 8 and Section
                                         9, nothing in this Agreement, whether express or implied, shall be construed to give
                                         to any person or entity other than the Escrow Agent and the Parties any legal or equitable
                                         right, remedy, interest or claim under or in respect of this Agreement or any funds escrowed
                                         hereunder.



 


		15.	Compliance
                                         with Court Orders. If any Escrow Property shall be attached, garnished or levied
                                         upon by any court order, or the delivery thereof shall be stayed or enjoined by an order
                                         of a court, or any order, judgment or decree shall be made or entered by any court order
                                         affecting the Escrow Property deposited under this Agreement, the Escrow Agent is hereby
                                         expressly authorized, in its sole discretion, to obey and comply with all writs, orders
                                         or decrees so entered or issued, which it is advised by legal counsel of its own choosing
                                         is binding upon it, whether with or without jurisdiction, and in the event that the Escrow
                                         Agent obeys or complies with any such writ, order or decree in good faith it shall not
                                         be liable to any of the Parties or to any other Person, by reason of such compliance
                                         notwithstanding such writ, order or decree be subsequently reversed, modified, annulled,
                                         set aside or vacated.



 






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		16.	Further
                                         Assurances. Following the date hereof, each party shall deliver to the other parties
                                         such further information and documents and shall execute and deliver to the other parties
                                         such further instruments and agreements as any other party shall reasonably request to
                                         consummate or confirm the transactions provided for herein, to accomplish the purpose
                                         hereof or to assure to any other party the benefits hereof.



 


		17.	Assignment.
                                         No assignment of the interest of any of the Parties shall be binding upon the Escrow
                                         Agent unless and until written notice of such assignment is filed with and consented
                                         to by the Escrow Agent (such consent not to be unreasonably withheld). Any transfer or
                                         assignment of the rights, interests or obligations hereunder in violation of the terms
                                         hereof shall be void and of no force or effect. To comply with federal law including
                                         USA Patriot Act requirements, assignees shall provide to the Escrow Agent the appropriate
                                         form W-9 or W-8 as applicable and such other forms and documentation that the Escrow
                                         Agent may request to verify identification and authorization to act. In no event shall
                                         the Escrow Agent be obligated hereunder to (x) make any payments from the Escrow Property
                                         directly to any assignee of either Party of any rights under this Agreement, or (y) obey
                                         any written instructions delivered pursuant hereto from any assignee of any rights under
                                         this Agreement, unless, in the case of clauses (x) and (y), such assignee has become
                                         a Party to this Agreement.



 


		18.	Force
                                         Majeure. The Escrow Agent shall not incur any liability for not performing any act
                                         or fulfilling any obligation hereunder by reason of any occurrence beyond its control
                                         (including, but not limited to, any provision of any present or future law or regulation
                                         or any act of any governmental authority, any act of God or war or terrorism, or the
                                         unavailability of the Federal Reserve Bank wire services or any electronic communication
                                         facility), it being understood that the Escrow Agent shall use commercially reasonable
                                         efforts which are consistent with accepted practices in the banking industry to resume
                                         performance as soon as reasonably practicable under the circumstances.



 


		19.	Compliance
                                         with Federal Law. To help the U.S. Government fight the funding of terrorism and
                                         money laundering activities and to comply with Federal law requiring financial institutions
                                         to obtain, verify and record information on the source of funds deposited to an account,
                                         the Parties shall provide the Escrow Agent with the name, address, taxpayer identification
                                         number, and remitting bank for all Parties depositing funds at Citibank pursuant to the
                                         terms and conditions of this Agreement. For a non-individual person such as a business
                                         entity, a charity, a trust or other legal entity, the Escrow Agent will ask for documentation
                                         to verify its formation and existence as a legal entity. The Escrow Agent may also ask
                                         to see licenses, identification and authorization documents from individuals claiming
                                         authority to represent the entity or other relevant documentation.



 


		20.	SEC
                                         Shareholder Disclosure Rule 14b-2.  SEC Rule 14b-2 directs the Escrow Agent to contact
                                         either Party to request authorization to provide such Party’s name, address and
                                         share position with respect to the referenced account to requesting companies whose stock
                                         such Party has voting authority over. Under the Rule, the Escrow Agent must make the
                                         disclosures for accounts opened after December 28, 1986, if requested, unless a Party
                                         specifically objects to disclosure. Hence, failure to respond will be deemed consent
                                         to disclosure. The Escrow Agent thanks the Parties for assisting the Escrow Agent in
                                         complying with this SEC rule.












 


Parent:


 


☐
Yes, we are authorized to release your name, address and share positions.


 


☐
No, we are not authorized to release your name, address and share positions.


 


Holder
Representative:


 


☐
Yes, we are authorized to release your name, address and share positions.


 


☐
No, we are not authorized to release your name, address and share positions.


 


		21.	Use
                                         of Names. Except as otherwise expressly permitted under Section 19, no publicly
                                         distributed printed or other material in any language, including prospectuses, notices,
                                         reports, and promotional material which mentions “Citibank” or either of
                                         the Parties by name or the rights, powers, or duties of the Escrow Agent or the Parties
                                         under this Agreement shall be issued by any other party hereto, or on such party’s
                                         behalf, without the prior written consent of each party hereto who is named or mentioned
                                         in such material.



 




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


 





	 	Parent:	FORUM MERGER II CORPORATION
	 	 	 
	 	By:	/s/ Marshall Kiev
	 	Name:	Marshall Kiev
	 	Its:	Co-President and CEO





 


Signature Page to Escrow Agreement

  




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


 





	 	Holder Representative:
	 	 	 
	 	By:	/s/ Salvatore Galletti
	 	Name:	Salvatore Galletti








 


Signature Page to Escrow Agreement

  




    11


     


    

 


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


 





	 	ESCROW AGENT:
	 	 
	 	CITIBANK, N.A.
	 	 	 
	 	By:	/s/ Connie Feltenberger
	 	Name:	Connie Feltenberger
	 	Its:	Senior Vice President


  


Signature Page to Escrow Agreement




 




    12


     


    

 


Schedule
1


 


ESCROW
AGENT FEE SCHEDULE


 


Citibank,
N.A., Escrow Agent


 


Acceptance
Fee


 


To
cover the acceptance of the Escrow Agent appointment, the study of the Agreement, and supporting documents submitted in connection
with the execution and delivery thereof, and communication with other members of the working group:


 


Fee:
WAIVED


 


Administration
Fee


 


The
annual administration fee covers maintenance of the Escrow Account including safekeeping of assets in the escrow account, normal
administrative functions of the Escrow Agent, including maintenance of the Escrow Agent’s records, follow-up of the Agreement’s
provisions, and any other safekeeping duties required by the Escrow Agent under the terms of the Agreement. Fee is based on Escrow
Amount being deposited in a non-interest bearing deposit account, FDIC insured to the applicable limits.


 


Fee:
$7,500.00


 


Tax
Preparation Fee


 


To
cover preparation and mailing of Forms 1099-INT, if applicable for the escrow parties for each calendar year:


 


Fee:
WAIVED


 


Transaction
Fees


 


To
oversee all required disbursements or release of property from the escrow account to any escrow party, including cash disbursements
made via check and/or wire transfer, fees associated with postage and overnight delivery charges incurred by the Escrow Agent
as required under the terms and conditions of the Agreement:


 


Fee:
WAIVED


 


Other
Fees


 


Material
amendments to the Agreement: additional fee(s), if any, to be discussed at time of amendment.


 





 









TERMS
AND CONDITIONS: The above schedule of fees does not include charges for reasonable out-of-pocket expenses or for any services
of an extraordinary nature that we or our legal counsel may be called upon from time to time to perform in either an agency or
fiduciary capacity. Our participation in the transactions contemplated by the Agreement is subject to internal approval of the
third party depositing monies into the escrow account.




 




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EXHIBIT
A-1


 


Certificate
as to Parent Authorized Signatures


 


The
specimen signatures shown below are the specimen signatures of the individuals who have been designated as authorized representatives
of the Parent and are authorized to initiate and approve transactions of all types for the escrow account or accounts established
under this Agreement, on behalf of the Parent. The below listed persons (must list at least two individuals) have also been designated
Call Back Authorized Individuals and may be contacted by Citibank N.A. prior to the release of Escrow Property from the escrow
account(s).








 


	Name
    / Title / Telephone	 	Specimen
    Signature
	 	 	 
	 	 	 
	Marshall
    Kiev	 	/s/
    Marshall Kiev
	Name	 	Signature
	
	 	 
	Authorized
    Signatory	 	 
	Title	 	 
	 	 	 
	 	 	 
	Phone	 	Mobile
    Phone
	 	 	 
	David
    Boris	 	/s/
    David Boris
	Name	 	Signature
	
	 	 
	Manager	 	 
	Title	 	 
	 	 	 
	Phone	 	Mobile
    Phone
	 	 	 
	 	 	 
	Name	 	Signature
	 	 	 
	 	 	 
	Title	 	 
	 	 	 
	 	 	 
	Telephone	 	Mobile
    Phone



 


Exhibit to Escrow Agreement


 



    14


     


    

EXHIBIT
A-2


 


Certificate
as to Holder Representative Authorized Signatures


 


The
specimen signatures shown below are the specimen signatures of the individuals who have been designated as authorized representatives
of the Holder Representative and are authorized to initiate and approve transactions of all types for the escrow account or accounts
established under this Agreement, on behalf of the Holder Representative. The below listed persons (must list at least two individuals)
have also been designated Call Back Authorized Individuals and may be contacted by Citibank N.A. prior to the release of
Escrow Property from the escrow account(s).





 


	Name
    / Title / Telephone	 	Specimen
    Signature
	 	 	 
	 	 	 
	Salvatore
    Galletti	 	/s/
    Salvatore Galletti
	Name	 	Signature
	 	 	 
	 Chief
Executive Officer
	 	 
	Title	 	 
	 	 	 
	 	 	 
	Phone	 	Mobile
    Phone
	 	 	 
	 	 	 
	Name	 	Signature
	
	 	 
	 	 	 
	Title	 	 
	 	 	 
	 	 	 
	Phone	 	Mobile
    Phone
	 	 	 
	 	 	 
	Name	 	Signature
	 	 	 
	 	 	 
	Title	 	 
	 	 	 
	 	 	 
	Telephone	 	Mobile
    Phone


 


Exhibit
to Escrow Agreement 


 


15