Exhibit 10.3


 


Execution
Version


 


ESCROW
AGREEMENT


 


This
ESCROW AGREEMENT (this “Agreement”) is made and entered into as of June 25, 2021, by and among Forum Merger III Corporation,
a Delaware corporation, (“Parent”), Jason Luo, in the capacity as the initial Stockholder Representative (acting on
behalf of the Stockholders and not in his personal capacity) under the Merger Agreement (as defined below) (“Stockholder Representative”
and, together with the “Parent”, sometimes referred to individually as a “Party” and collectively
as the “Parties”), solely for Section 2(c) and Article XIII herein, Forum Investors III LLC, a Delaware
limited liability company (“Sponsor”), and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow
Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement
(as defined herein).


 


WHEREAS,
Parent, ELMS Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent,
Electric Last Mile, Inc., a Delaware corporation (the “Company”) and Stockholder Representative have entered into
that certain Agreement and Plan of Merger, dated as of December 10, 2020 (together with all exhibits, schedules and annexes thereto,
as amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), pursuant
to which the parties thereto have agreed to establish an escrow arrangement for the purposes set forth therein;


 


WHEREAS,
in accordance with Section 2.11(c) of the Merger Agreement, Parent shall deposit Two Hundred Fifty Thousand (250,000) shares of Parent
Common Stock (the “Adjustment Escrow Shares”) and Five Million (5,000,000) shares of Parent Common Stock (the “Earnout
Shares”) into an escrow account (the “Escrow Account”) to be held in accordance with the terms of the Merger
Agreement and this Agreement;


 


WHEREAS,
the Adjustment Escrow Shares and the Earnout Shares shall be held in escrow by the Escrow Agent pursuant to the terms of this Agreement
and the Merger Agreement;


 


WHEREAS,
pursuant to Section 8.1 of the Merger Agreement, the Stockholder Representative is appointed as the representative, true and lawful attorney-in-fact
and agent for all of the Stockholders for all purposes set forth therein; and


 


WHEREAS,
the Parties desire to constitute and appoint the Escrow Agent as escrow agent hereunder, and the Escrow Agent is willing to assume and
perform the duties and obligations of the escrow agent pursuant to the terms and conditions set forth herein.


 


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.	Deposit,
                                            Delivery and Receipt of Escrow Shares; Other Actions.



 


		(a)	At
                                            the Closing, Parent shall deliver, or cause to be delivered (unless delivered previously)
                                            the Adjustment Escrow Shares and the Earnout Shares to the Escrow Agent, to be held in the
                                            Escrow Account. The Escrow Agent will hold the Adjustment Escrow Shares and the Earnout Shares,
                                            together with any dividend or other distribution paid on such Adjustment Escrow Shares or
                                            Earnout Shares, as applicable (the “Escrow Dividends”), in escrow for
                                            the Stockholder Representative, or the Parent, as applicable, and will administer and disburse
                                            the Adjustment Escrow Shares, the Earnout Shares and the Escrow Dividends, if any, in accordance
                                            with the terms of this Agreement and the Merger Agreement.



 


		(b)	The
                                            Escrow Agent will hold the Adjustment Escrow Shares and the Earnout Shares as a book-entry
                                            position registered in the name of “Continental Stock Transfer & Trust Company,
                                            as Escrow Agent under the Escrow Agreement, dated June 25, 2021” until (i) any such
                                            Adjustment Escrow Shares are to be (x) released to the Stockholders Representative for further
                                            delivery to the Stockholders, or (y) otherwise released to Parent, in each case, in accordance
                                            with the terms of this Agreement and the Merger Agreement, or (ii) any such Earnout Shares
                                            are to be (x) released to the Stockholders Representative for further delivery to the Stockholders,
                                            or (y) otherwise released to Parent, in each case, in accordance with the terms of this Agreement
                                            and the Merger Agreement.



 


		(c)	When
                                            all or any portion of the Adjustment Escrow Shares or the Earnout Shares are required to
                                            be released under the Merger Agreement, the Parties and Sponsor shall deliver joint written
                                            instructions to the Escrow Agent in accordance with the security procedures set forth in
                                            Section 11 and executed by Parent, the Stockholder Representative and Sponsor (a “Release
                                            Notice”). The Parties agree that neither the Adjustment Escrow Shares nor the Earnout
                                            Shares shall be subject to attachment by any creditor (including any creditor of any party
                                            to the Merger Agreement).



 


		(d)	The
                                            Escrow Agent does not own or have any interest in the Adjustment Escrow Shares or the Earnout
                                            Shares or any Escrow Dividends, but is serving as escrow holder, having only possession thereof
                                            and agreeing to hold and distribute the Adjustment Escrow Shares or the Earnout Shares and
                                            any Escrow Dividends in accordance with the terms and conditions set forth herein.



 


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



 


		(f)	Any
                                            Escrow Dividends shall be distributed to and held by the Escrow Agent, and shall be disbursed
                                            by the Escrow Agent together with and when the Adjustment Escrow Shares or the Earnout Shares,
                                            as applicable, on which such Escrow Dividend
was distributed are released, to the same person or entity to whom such Adjustment Escrow Shares or Earnout Shares, as applicable, are
released in accordance with the terms of this Agreement. For the avoidance of doubt, any release or distribution of the Adjustment Escrow
Shares or the Earnout Shares in accordance with this Agreement shall also be understood to include a distribution of the Escrow Dividends,
if any, with respect to such released Adjustment Escrow Shares or Earnout Shares.



 




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		(g)	Unless
                                            otherwise instructed in writing jointly by the Parties, the Escrow Agent shall hold the Escrow
                                            Dividends in a “noninterest-bearing deposit account” insured by the Federal Deposit
                                            Insurance Corporation (“FDIC”) to the applicable limits.



 


		(h)	The
                                            Escrow Agent shall have no duty, responsibility or obligation to invest any Escrow Dividends
                                            held by it hereunder other than in accordance with this Section 2.



 


		3.	Release
                                            Notices.



 


		(a)	The
                                            Escrow Agent shall disburse the Adjustment Escrow Shares and the Earnout Shares only in accordance
                                            with the Release Notice. Each such Release Notice shall set forth in reasonable detail the
                                            event giving rise to the requested release and the specific release instructions with respect
                                            thereto (including the number of Adjustment Escrow Shares or Earnout Shares to be released
                                            and the identity of the person to whom they should be released).



 


		(b)	If
                                            the Adjustment Escrow Shares or the Earnout Shares are to be released to the Stockholders
                                            (as opposed to a release to Parent), the specified number of Adjustment Escrow Shares or
                                            Earnout Shares, as applicable, (and the applicable portion of the Escrow Dividends) shall
                                            be released to the Stockholder Representative for further delivery to the applicable Stockholders
                                            as specified by the Stockholder Representative in the Release Notice (in which case, Parent
                                            shall have no liability for the accuracy of, or compliance with the terms of the Merger Agreement,
                                            or any other document, of such instructions).



 


		(c)	If
                                            the Merger Agreement requires that all or any portion of the Adjustment Escrow Shares or
                                            the Earnout Shares are to be released to Parent, then the Release Notice shall specify the
                                            number of Adjustment Escrow Shares and the Earnout Shares, as applicable, to be released
                                            to Parent (and the applicable portion of the Escrow Dividends).



 


		(d)	In
                                            the event an equitable adjustment is required under Section 4(c) below, any Release
                                            Notice shall also include reasonably detailed information with respect to such equitable
                                            adjustment.



 




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		(e)	During
                                            the period from the date of this Agreement until the date upon which all of the Adjustment
                                            Escrow Shares and the Earnout Shares have been released, Parent and
the Stockholder Representative agree to promptly and jointly issue all applicable Release Notices upon the occurrence of each release
event, as such events are described in the Merger Agreement (and in accordance with Section 4). For the avoidance of doubt, in
the event of a conflict between the terms of this Agreement and the Merger Agreement, then, as between Parent and the Stockholder Representative,
the terms of the Merger Agreement shall control and the aforementioned parties shall use reasonable best efforts to effect an amendment
to this Agreement (including to Section 4 below).



 


		(f)	Within
                                            five (5) Business Days following the receipt of any Release Notice and subject to the receipt
                                            of required documentation for compliance with applicable anti-money laundering requirements,
                                            the Escrow Agent shall release and deliver to the person or persons designated in the applicable
                                            Release Notice the number of Adjustment Escrow Shares or Earnout Shares set forth in such
                                            Release Notice by transfer of the relevant Adjustment Escrow Shares or Earnout Shares into
                                            the securities accounts designated in such Release Notice.



 


		(g)	The
                                            Escrow Agent shall be entitled to rely upon, and be held harmless for such reliance, on any
                                            Release Notice for any action taken, suffered or omitted to be taken in good faith by it.
                                            The Escrow Agent shall have no obligation to determine whether a release event has occurred
                                            or is contemplated to occur under the Merger Agreement, this Agreement (including, without
                                            limitation, under Section 4), or any other document.



 


		(h)	For
                                            purposes of this Agreement, “Business Day” shall mean any day other than
                                            (a) a Saturday or a Sunday; (b) a day on which banking and savings and loan institutions
                                            are authorized or required by Law to be closed in New York City, New York; or (c) the location
                                            of the Escrow Agent’s offices in Section 10 are authorized or required by law
                                            to close.



 






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		4.	Disbursement
                                            and Termination. The Parties shall act in accordance with, and the Escrow Agent shall
                                            hold and release the Adjustment Escrow Shares or the Earnout Shares as follows:



 


		(a)	Earnout
                                            Release. If, during the thirty-six (36) month period following the Closing Date (the
                                            “Earnout Period”), the closing price per share of Parent Common Stock
                                            on any twenty (20) trading days in any thirty (30) consecutive day trading period (i) equals
                                            or exceeds Fourteen Dollars ($14.00) (the “First Share Price Trigger”),
                                            or (ii) equals or exceeds Sixteen Dollars ($16.00) (the “Second Share Price Trigger”
                                            and, together with the First Share Price Trigger, each a “Share Price Trigger”
                                            and collectively, the “Share Price Triggers”) then, for each Share Price
                                            Trigger that is achieved, Two Million Five Hundred Thousand (2,500,000) shares of Parent
                                            Common Stock will be released from the Escrow Account. Upon receipt of a Release Notice with
                                            respect to any Earnout Shares, the Escrow Agent shall, promptly
after receipt of such Release Notice, disburse such Earnout Shares to the Stockholder Representative, as applicable, in accordance with
such Release Notice.






 


		(i)	If,
                                            during the Earnout Period, there is a qualifying Change of Control in accordance with Section
                                            2.10 of the Merger Agreement, then any Earnout Release that has not previously been released
                                            from escrow to the Stockholder Representative (whether or not previously earned) shall be
                                            deemed earned (and the applicable Share Price Trigger(s) achieved, as applicable), and Parent
                                            and the Stockholder Representative shall jointly deliver a Release Notice directing the Escrow
                                            Agent to release from the Escrow Account to Stockholder Representative a number of shares
                                            equal to the remaining Earnout Release(s) within ten (10) Business Days following the date
                                            of such qualifying Change of Control.



 


		(ii)	If,
                                            during the Earnout Period, there is a Final Determination in accordance with Section 2.10
                                            of the Merger Agreement that the Stockholders are entitled to receive an Earnout Release,
                                            then Parent and the Stockholder Representative shall jointly deliver a Release Notice directing
                                            the Escrow Agent to release from the Escrow Account to Stockholder Representative a number
                                            of shares equal to such Earnout Release within ten (10) Business Days following the date
                                            on which the applicable Share Price Trigger was met or exceeded.



 


		(iii)	If,
                                            pursuant to Section 2.10 of the Merger Agreement, it is finally determined that the Stockholders
                                            are not entitled to or eligible to receive any further Earnout Releases, Parent and Stockholder
                                            Representative shall jointly direct the Escrow Agent to release from the Escrow Account to
                                            Parent for immediate cancellation of all such Earnout Shares that have not been released.



 


		(b)	Escrow
                                            Termination Date. Subject to the provisions of Section 8, this Agreement shall
                                            terminate after all of the Adjustment Escrow Shares and the Earnout Shares and Escrow Dividends
                                            have been released from the Escrow Account.



 


		(c)	Records.
                                            The Escrow Agent shall keep proper books of record and account in which full and correct
                                            entries shall be made of all release activity in the Escrow Account.



 


		5.	Escrow
                                            Agent.



 


		(a)	The
                                            Escrow Agent shall have only those duties as are specifically and expressly provided herein,
                                            which shall be deemed purely ministerial in nature, and no other duties shall be implied.
                                            The Escrow Agent shall not have any fiduciary, partnership or joint venture relationship
                                            with any Party or any other person or entity arising out of or in connection with this Agreement.



 






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		(b)	The
                                            Escrow Agent shall not 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 among 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 or
                                            entity 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. In the event of any conflict between the terms and provisions
                                            of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this
                                            Agreement, or any other agreement among the Parties, the terms and conditions of this Agreement
                                            shall govern and control in all respects relating to the Escrow Agent, but in every other
                                            respect involving the parties and beneficiaries of any such other agreement, the other agreement
                                            shall control.



 


		(c)	The
                                            Escrow Agent may rely upon, and shall not be liable for acting or refraining from acting
                                            upon, any Release Notice or other written notice, document, instruction or request furnished
                                            to it hereunder and reasonably believed by it to be genuine and to have been signed or presented
                                            by the proper Party or Parties without inquiry and without requiring substantiating evidence
                                            of any kind. The Escrow Agent shall not be liable to any Party, any beneficiary, or other
                                            person or entity for refraining from acting upon any Release Notice or other written notice,
                                            document, instruction or request furnished to it hereunder setting forth, claiming, containing,
                                            objecting to, or related to the transfer or distribution of the Adjustment Escrow Shares
                                            or the Earnout Shares, or any portion thereof, unless such Release Notice or other written
                                            notice, document, instruction or notice shall have been delivered to the Escrow Agent in
                                            accordance with Section 11 below and the Escrow Agent has been able to satisfy any
                                            applicable security procedures as may be required hereunder and as set forth in Section
                                            11. The Escrow Agent shall not be under any duty to inquire into or investigate the validity,
                                            accuracy or content of any such document, notice, instruction or request. The Escrow Agent
                                            shall have no duty to solicit any receipt of the Adjustment Escrow Shares or the Earnout
                                            Shares which may be due to it or the Escrow Account, nor shall the Escrow Agent have any
                                            duty or obligation to confirm or verify the accuracy or correctness of any number or class
                                            of Adjustment Escrow Shares or Earnout Shares deposited with it hereunder.



 


		(d)	The
                                            Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by
                                            it in good faith except to the extent that a final adjudication of a court of competent jurisdiction
                                            determines that the Escrow Agent’s fraud, gross negligence or willful misconduct was
                                            the primary cause of any loss to either Party. The Escrow Agent may execute any of its powers
                                            and perform any of its duties hereunder directly or through affiliates or agents, and the
                                            Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by
                                            any such attorney or agent in good faith, absent fraud, gross negligence, bad faith or willful
                                            misconduct (each as determined by a final, nonappealable judgment of a court of competent
                                            jurisdiction) in the selection and continued employment thereof. The Escrow
Agent may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be
liable for any action taken, suffered or omitted to be taken by it in accordance with, or in reasonable reliance upon, the advice or
opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain or believe there
is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any Party which, in its
opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action, and its sole
obligation shall be to keep safely all property held in escrow until it shall be given a direction in writing by the Parties which eliminates
such ambiguity or uncertainty to the satisfaction of Escrow Agent or by a final and non-appealable order or judgment of a court of competent
jurisdiction. To the extent practicable, the Parties agree to pursue any redress or recourse in connection with any dispute arising under
the Merger Agreement (other than with respect to a dispute involving the Escrow Agent) without making the Escrow Agent a party to the
same. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental,
punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow
Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.



 




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		6.	Succession.



 


		(a)	The
                                            Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving
                                            thirty (30) days advance notice (pursuant to Section 10) in writing of such resignation
                                            to the Parties specifying a date when such resignation shall take effect. By delivery of
                                            joint written instructions by the Parties to the Escrow Agent, the Parties shall have the
                                            right to terminate their appointment of the Escrow Agent, or successor escrow agent, as Escrow
                                            Agent, upon thirty (30) days’ notice to the Escrow Agent. If the Escrow Agent shall
                                            resign, be removed or otherwise become incapable of acting, the Parties shall appoint a successor
                                            to be the Escrow Agent. If the Parties have failed to appoint a successor escrow agent prior
                                            to the expiration of thirty (30) days after giving notice of such removal or following the
                                            receipt of the notice of resignation or incapacity, the Escrow Agent may petition any court
                                            of competent jurisdiction for the appointment of a successor escrow agent within the relevant
                                            jurisdiction or for other appropriate relief, and any such resulting appointment shall be
                                            binding upon all of the parties hereto. The Escrow Agent’s sole responsibility after
                                            such thirty (30) day notice period expires shall be to hold the Adjustment Escrow Shares
                                            and the Earnout Shares (without any obligation to reinvest the same) and to deliver the same
                                            to a designated substitute escrow agent as jointly instructed in writing by the Parties,
                                            if any, or in accordance with the directions of a final order or judgment of a court of competent
                                            jurisdiction, at which time of delivery, the Escrow Agent’s obligations hereunder shall
                                            cease and terminate, subject to the provisions of Section 8 hereunder. The Escrow
                                            Agent shall have the right to withhold monies or property in an amount equal to any amount
due and then owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the
Escrow Agent that the Parties are obligated to indemnify or reimburse the Escrow Agent for pursuant to this Agreement in connection with
the termination of this Agreement, so long as the Escrow Agent has previously submitted a written invoice in respect thereof to the Parties
that the Parties have not paid within thirty (30) days of receipt of such invoice.



 




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		(b)	Any
                                            entity into which the Escrow Agent may be merged or converted or with which it may be consolidated,
                                            or any entity to which all or substantially all the escrow business may be transferred, shall
                                            be the Escrow Agent under this Agreement without further action on the part of any party
                                            hereto. The Escrow Agent shall promptly notify the Parties in the event this occurs.



 


		(c)	Every
                                            successor escrow agent appointed hereunder shall execute, acknowledge and deliver to its
                                            predecessor, and also to the Parties, an instrument in writing accepting such appointment
                                            hereunder, and thereupon such successor escrow agent, without any further action, shall become
                                            fully vested with all the rights, immunities and powers and shall be subject to all of the
                                            duties and obligations, of its predecessor; and every predecessor escrow agent shall deliver
                                            all property and moneys held by it hereunder to such successor escrow agent, at which time
                                            of delivery the Escrow Agent’s obligations hereunder shall cease and terminate, subject
                                            to the provisions of Section 8.



 


		7.	Compensation
                                            and Reimbursement. Parent agrees to (a) pay the Escrow Agent upon execution of this Agreement,
                                            and from time to time thereafter, all reasonable compensation for the services to be rendered
                                            hereunder by the Escrow Agent as described in Schedule 2 attached hereto, and (b)
                                            pay or reimburse the Escrow Agent upon request for all reasonable, out-of-pocket and documented
                                            expenses, disbursements and advances, including, without limitation, reasonable attorney’s
                                            fees and expenses, incurred or made by it in connection with the performance, modification
                                            and termination of this Agreement.



 


		8.	Indemnity.



 


		(a)	Subject
                                            to Section 8(c) below, the Escrow Agent shall be liable for any and all losses, damages,
                                            claims, costs, charges, penalties and related interest, counsel fees and expenses, payments,
                                            expenses and liability (collectively, “Losses”), only to the extent such
                                            Losses are determined by a court of competent jurisdiction to be a result of its own fraud,
                                            gross negligence, bad faith or willful misconduct; provided, however, that any liability
                                            of the Escrow Agent will be limited in the aggregate to the aggregate value of the Adjustment
                                            Escrow Shares, the Earnout Shares and the Earnout Dividends deposited with the Escrow Agent.



 






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		(b)	The
                                            Parties shall jointly and severally indemnify and hold the Escrow Agent harmless from and
                                            against, and the Escrow Agent shall not be responsible for, any and
all Losses arising out of or attributable to the Escrow Agent’s duties under this Agreement or this appointment, including the
reasonable, out-of-pocket and documented costs and expenses of defending itself against any Losses or enforcing this Agreement (collectively,
“Agent Claims”), except to the extent that such Losses are determined by a court of competent jurisdiction to be a
result of the Escrow Agent’s own fraud, gross negligence, bad faith or willful misconduct. Notwithstanding the foregoing, and except
as provided in Section 7, as between themselves, the Parties agree that any Agent Claims payable hereunder shall be paid (or reimbursed,
as applicable): (a) in the case that the Agent Claim is not attributable to actions or inactions of any particular Party, by Parent;
and (b) in the event that the Agent Claim is attributable to the actions or inactions of a certain Party, by such Party (and such Party
shall reimburse the other Parties, in the event that such other Party(ies) has made indemnification payments under this Section 8(b)
in respect of such Agent Claim).



 


		(c)	Notwithstanding
                                            anything in this Agreement to the contrary, none of the Parties or the Escrow Agent shall
                                            be liable for any incidental, punitive, indirect, special or consequential damages of any
                                            nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned
                                            by a breach of any provision of this Agreement even if apprised of the possibility of such
                                            damages.



 


		(d)	In
                                            order that the indemnification provisions contained in this Section 8 shall apply,
                                            upon the assertion of a claim for which one party may be required to indemnify the other,
                                            the party seeking indemnification shall promptly notify the other party of such assertion
                                            in writing after it becomes aware, and shall keep the other party advised with respect to
                                            all developments concerning such claim; provided, that failure to give prompt notice shall
                                            not relieve the indemnifying party of any liability to the indemnified party, except to the
                                            extent that the indemnifying party demonstrates that the defense of such action has been
                                            materially prejudiced by the indemnified party’s failure to timely give such notice.
                                            The indemnifying party shall have the option to participate with the indemnified party in
                                            the defense of such claim or to defend against said claim in its own name or the name of
                                            the indemnified party unless such claim is (i) brought by the indemnified party or (ii) the
                                            indemnified party reasonably determines that there may be a conflict of interest between
                                            the indemnified party and the indemnifying party in the defense of such claim and the indemnified
                                            party does in fact assume the defense. The indemnified party shall in no case confess any
                                            claim, make any compromise or take any action adverse to the indemnifying party in any case
                                            in which the indemnifying party may be required to indemnify it, except with the indemnifying
                                            party’s prior written consent, which shall not be unreasonably withheld or delayed.



 


		(e)	For
                                            the avoidance of doubt, this Section 8 shall survive termination of this Agreement
                                            or the resignation, replacement or removal of the Escrow Agent for any reason.



 






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		9.	Patriot
                                            Act Disclosure/Taxpayer Identification Numbers/Tax Reporting.



 


		(a)	Patriot
                                            Act Disclosure. Section 326 of the Uniting and Strengthening America by Providing Appropriate
                                            Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”)
                                            requires the Escrow Agent to implement reasonable procedures to verify the identity of any
                                            person that opens a new account with it. Accordingly, the Parties acknowledge that Section
                                            326 of the USA PATRIOT Act and the Escrow Agent’s identity verification procedures
                                            require the Escrow Agent to obtain applicable information which is required to confirm the
                                            Parties’ identity including without limitation name, address and organizational documents
                                            (collectively, “Identifying Information”). The Parties agree to provide
                                            the Escrow Agent with and consent to the Escrow Agent obtaining from third parties any Identifying
                                            Information required as a condition of opening an account with or using any service provided
                                            by the Escrow Agent for the purposes of this Agreement.



 


		(b)	Certification
                                            and Tax Reporting. The Parties have provided, or promptly following the date hereof will
                                            provide, the Escrow Agent with their respective fully executed Internal Revenue Service (“IRS”)
                                            Form W-8 or Form W-9, as applicable. The Escrow Agent shall make such reports to the applicable
                                            tax authorities as directed by Parent and shall have no obligation under this Agreement to
                                            make any other reports with respect to taxes. If required by law, the Escrow Agent shall
                                            withhold any taxes it deems appropriate in the absence of proper tax documentation or as
                                            required by law, and shall remit such taxes to the appropriate authorities.



 


		10.	Notices.
                                            All notices, demands and other communications given pursuant to the terms and provisions
                                            hereof shall be in writing, except for communications from the Parties setting forth, claiming,
                                            containing, objecting to, or in any way related to the transfer or distribution of funds,
                                            including but not limited to funds transfer instructions (all of which shall be specifically
                                            governed by Section 11 below), shall be deemed effective on the date of receipt, and
                                            may be sent by:



 


		(a)	by
                                            facsimile or other electronic submission (including e-mail);



 


		(b)	by
                                            overnight courier or delivery service; or



 


		(c)	by
                                            certified or registered mail, return receipt requested; to the appropriate notice address
                                            set forth below or at such other address as any party hereto may have furnished to the other
                                            parties hereto in writing by registered mail, return receipt requested.



 


If
to the Stockholder Representative:


 


Jason
Luo


[Address]


E-mail:
jluo@electriclastmile.com


 




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


 


Foley
& Lardner LLP


111
Huntington Avenue


Suite
2500


Boston,
MA 02199


Attention:
Paul D. Broude


E-mail:
pbroude@foley.com


 


If
to Parent:


Forum
Merger III Corporation


1615
South Congress Avenue,


Suite
103


Delray
Beach, FL 33445


Attention:
Marshall Kiev


David
Boris


E-mail:
mk@mkcapitalpartners.com


david@forummerger.com


 


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


E-mail:
joel.rubinstein@whitecase.com


 


and


 


White
& Case LLP


111
South Wacker Drive, Suite 5100


Chicago,
IL 60606


Attention:
Gary Silverman


E-mail:
gary.silverman@whitecase.com


 


If
to the Escrow Agent:


 


Continental
Stock Transfer & Trust Company


Attention:
Henry Farrell 


Telephone
No.: 212-845-3277


E-mail:
hfarrell@contentialstock.com


 






    11


     


    

 


		11.	Security
                                            Procedures.



 


		(a)	Notwithstanding
                                            anything to the contrary as set forth in this Agreement, any instructions setting forth,
                                            claiming, containing, objecting to, or in any way related to the transfer or distribution
                                            of the Adjustment Escrow Shares or the Earnout Shares, including but not limited to any such
                                            instructions that may otherwise be set forth in a Release Notice or other written notice,
                                            document, instruction or request permitted pursuant to Section 4 of this Agreement,
                                            may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission
                                            (including e-mail) and no instruction for or related to the transfer or distribution of the
                                            Adjustment Escrow Shares or the Earnout Shares, or any portion thereof, shall be deemed delivered
                                            and effective unless the Escrow Agent actually shall have received such instruction by facsimile
                                            or other electronic transmission (including e-mail) at the number or e-mail address provided
                                            to the Parties by the Escrow Agent in accordance with Section 10 and as further evidenced
                                            by a confirmed transmittal to that number or e-mail address.



 


		(b)	In
                                            the event transfer instructions are so received by the Escrow Agent by facsimile or other
                                            electronic submission (including e-mail), the Escrow Agent is authorized to seek confirmation
                                            of such instructions by telephone call-back to the person or persons designated on Schedule
                                            1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be
                                            the person or persons so designated. The persons and telephone numbers for call-backs may
                                            be changed only in a writing actually received and acknowledged by the Escrow Agent. If the
                                            Escrow Agent is unable to reach the Stockholder Representative after a reasonable amount
                                            of time, the Escrow Agent is hereby authorized both to receive written instructions from
                                            and seek written confirmation of such instructions by any one or more of Parent’s executive
                                            officers (“Executive Officers”), as the Escrow Agent may select. Such
                                            Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate,
                                            and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer
                                            as confirmation on behalf of the Stockholder Representative.



 


		(c)	Notwithstanding
                                            anything to the contrary herein, the Escrow Agent shall only deliver or distribute the Adjustment
                                            Escrow Shares and the Earnout Shares upon receipt of and in accordance with the delivery
                                            instructions set forth in the applicable Release Notice.



 


		(d)	The
                                            Parties acknowledge that the security procedures set forth in this Section 11 are
                                            commercially reasonable.



 


		12.	Compliance
                                            with Court Orders. In the event that any escrow or trust 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 affecting the property deposited under this Agreement, the Escrow Agent is hereby
expressly authorized, in its sole discretion, to obey and comply with all writs, orders, judgments 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, judgment or decree, it shall not be liable to any of the parties hereto or
to any other person, entity, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently
reversed, modified, annulled, set aside or vacated.



 




    12


     


    

 


		13.	Miscellaneous.



 


		(a)	Amendment.
                                            Except for transfer instructions as provided in Section 11, the provisions of this
                                            Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a
                                            writing signed by the parties hereto, including Sponsor.



 


		(b)	Assignment.
                                            Neither this Agreement nor any right, obligation or interest hereunder may be assigned in
                                            whole or in part by any party hereto, except as provided in Section 6, without the prior
                                            written consent of all of the other parties hereto; provided that Sponsor may transfer and
                                            assign this Agreement and its rights, obligations and interests hereunder to Marshall Kiev,
                                            David Boris or any of their respective Affiliates in connection with the dissolution or other
                                            winding up of Sponsor.



 


		(c)	Governing
                                            Law; Jurisdiction. This Agreement shall be governed by and construed under the laws of
                                            the State of New York, without regard to principles of law (including conflicts of law) that
                                            will require the application of the laws of any other jurisdiction. Each party to this Agreement
                                            irrevocably waives any objection on the grounds of venue, forum non-conveniens, lack of jurisdiction
                                            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 any court of the State
                                            of New York or United States federal court located in the State of New York. The parties
                                            to this Agreement further hereby waive any right to a trial by jury with respect to any lawsuit
                                            or judicial proceeding arising or relating to this Agreement.



 


		(d)	Force
                                            Majeure. No party to this Agreement is liable to any other party hereto for losses due
                                            to, or if it is unable to perform its obligations under the terms of this Agreement because
                                            of acts reasonably beyond its control including, without limitation, acts of God, fire, terrorism,
                                            disease, pandemic, floods, strikes, shortage of supply, breakdowns or malfunctions, interruptions
                                            or malfunction of computer facilities, or loss of data due to power failures or mechanical
                                            difficulties with information storage or retrieval systems, labor difficulties, war, or civil
                                            unrest; provided, that the Escrow Agent shall use commercially reasonable efforts to resume
                                            performance as soon as practicable. If any such act occurs, then the Escrow Agent
shall give, as promptly as practicable, written notice to the Parties, stating the nature of such act and any action being taken to avoid
or minimize its effect.



 




    13


     


    

 


		(e)	Counterparts.
                                            This Agreement may be executed in one or more 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 pdf (including
                                            via e-mail). A signature to this Agreement transmitted electronically shall have the same
                                            authority, effect, and enforceability as an original signature, and will be binding and effective
                                            upon such party when a counterpart shall have been signed by each of the parties hereto and
                                            delivered to the other parties hereto.



 


		(f)	Severability.
                                            If any term, provision, covenant or restriction of this Agreement is held by a court of competent
                                            jurisdiction or other authority to be invalid, void or unenforceable by reason of any applicable
                                            law of a jurisdiction, then the remainder of the terms, provisions, covenants and restrictions
                                            of this Agreement shall remain in full force and effect and shall in no way be affected,
                                            impaired or invalidated.



 


		(g)	Interpretation.
                                            When a reference is made in this Agreement to Sections, such reference shall be to a Section
                                            of this Agreement unless otherwise indicated. Whenever the words “include,” “includes”
                                            or “including” are used in this Agreement they shall be deemed to be followed
                                            by the words “without limitation.” The table of contents and headings set forth
                                            in this Agreement are for convenience of reference purposes only and shall not affect or
                                            be deemed to affect in any way the meaning or interpretation of this Agreement or any term
                                            or provision hereof. All references to currency, monetary values and dollars set forth herein
                                            shall mean U.S. dollars. The Parties agree that they have been represented by counsel during
                                            the negotiation and execution of this Agreement and, therefore, waive the application of
                                            any Law, regulation, holding or rule of construction providing that ambiguities in an agreement
                                            or other document will be construed against the party drafting such agreement or document.



 


		(h)	Enforcement,
                                            Remedies and Compliance. A person or entity who is not a party to this Agreement shall
                                            have no right to enforce any term of this Agreement. Each Party represents, warrants and
                                            covenants 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 above, 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.
                                            Except as otherwise expressly provided herein or as between the applicable Parties in the
                                            Merger Agreement, any and all remedies herein expressly
conferred upon a party hereto will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity
upon such party, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy.



 




    14


     


    

 


		(i)	Waiver
                                            of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
                                            FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
                                            CLAIM, DEMAND, ACTION OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
                                            TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY OR IN ANY WAY CONNECTED WITH OR
                                            RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY
                                            OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING,
                                            AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH PARTY HERETO HEREBY FURTHER AGREES
                                            AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
                                            TRIAL WITHOUT A JURY AND THAT THE PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OF A COPY
                                            OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO
                                            TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES
                                            THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED,
                                            EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY HERETO WOULD NOT, IN THE EVENT OF LITIGATION,
                                            SEEK TO ENFORCE SUCH WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH
                                            WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS
                                            AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
                                            13(i).



 


		(j)	Publicity.
                                            Except as may be required by applicable law (including securities laws), court order, regulatory
                                            authority (including a securities authority) or as shall be required or desirable to be presented
                                            by a party to any tax authority of such party, none of the parties hereto shall disclose,
                                            issue a news release, public announcement, advertisement, or other form of publicity concerning
                                            the existence of this Agreement or the services to be provided hereunder without obtaining
                                            the prior written approval of the other parties hereto, which may be withheld in the other
                                            parties’ sole discretion; provided that the Escrow Agent may use Parent’s name
                                            in its customer lists or otherwise as required by applicable law or regulation.



 


		(k)	Successors.
                                            All the covenants and provisions of this Agreement by or for the benefit of the parties hereto
                                            shall bind and inure to the benefit of their respective permitted successors and assigns
                                            hereunder.



 






    15


     


    

 


		(l)	Third
                                            Party Beneficiaries. The provisions of this Agreement are intended to benefit only the
                                            parties hereto and their respective permitted successors and assigns. No rights shall be
                                            granted to any other person or entity by virtue of this Agreement, and there are no third
                                            party beneficiaries hereof.



 


		(m)	Survival.
                                            Notwithstanding anything to the contrary, all provisions regarding indemnification, liability
                                            and limits thereon, compensation and expenses (with respect to any fees or expenses payable
                                            in respect of the period preceding the termination or expiry of this Agreement) and confidentiality
                                            shall survive the termination or expiration of this Agreement. For the avoidance of doubt,
                                            Section 8, Section 6, Section 7 (with respect to any outstanding fees
                                            or expenses payable in respect of the period preceding the termination or expiry of this
                                            Agreement) and Section 13 shall survive termination of this Agreement or the resignation,
                                            replacement or removal of the Escrow Agent for any reason.



 


		(n)	Merger
                                            of Agreement. This Agreement together with the Merger Agreement constitutes the entire
                                            agreement between the parties hereto related to the Adjustment Escrow Shares and the Earnout
                                            Shares and supersedes any prior agreement with respect to the subject matter hereof, whether
                                            oral or written.



 


		(o)	No
                                            Strict Construction. The parties hereto have participated jointly in the negotiation
                                            and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation
                                            arises, this Agreement shall be construed as if drafted jointly by all parties hereto, and
                                            no presumption or burden of proof shall arise favoring or disfavoring any party by virtue
                                            of the authorship of any provision of this Agreement.



 


*
* * * *


 




    16


     


    

 


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


 


	FORUM
MERGER III CORPORATION 
	 
	 	 
	By:	/s/
    David Boris	 
	Name: 	David
    Boris	 
	Title:	Co-Chief
    Executive Officer and Chief Financial Officer	 


 


	STOCKHOLDER
REPRESENTATIVE:  	 
	 	 
	By:	/s/ Jason Luo                                 	 
	Name: 	Jason
Luo	 



 


	CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, AS ESCROW AGENT   	 
	 	 
	By:	/s/ Henry Farrell	 
	Name: 	Henry Farrell	 
	Title:	Vice President	 



 


	FORUM INVESTORS III LLC   	 
	 	 
	By:	Forum Capital Management III LLC, as managing member	 
	By:	/s/ David Boris	 
	Name: 	David Boris	 
	Title:	Co-Chief Executive Officer and Chief Financial Officer	 



 


[Signature page to Escrow Agreement]