Exhibit 10.3


 


Exhibit C 


 


FORM OF LOCK-UP AGREEMENT


 


THIS LOCK-UP AGREEMENT (this
 “Agreement”) is dated as of [ ], 2022, by and between the undersigned (the “Holder”) and FG Merger
Corp., a Delaware corporation (“Buyer” or “Parent”). Capitalized terms used and not otherwise defined
herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).


 


BACKGROUND


 


		A.	Buyer, [    ] Merger Sub Inc., a Delaware
                                            corporation and wholly-owned subsidiary of Buyer, and iCoreConnect Inc., a Nevada Corporation
                                            (the “Company”), entered into a Merger Agreement and Plan of Reorganization
                                            dated as of [     ], 2022 (the “Business Combination Agreement”).



 


		B.	The Holder is the record and/or beneficial
                                            owner of a certain number of (i) shares of Parent Common Stock, or securities exchangeable
                                            or convertible into shares of Parent Common Stock, (ii) shares of Parent Preferred Stock,
                                            or (iii) shares of Company Common Stock, or securities exchangeable or convertible into shares
                                            of Company Common Stock, which will be exchanged for shares of Parent Common Stock pursuant
                                            to the Business Combination Agreement.



 


		C.	As
                                            a condition of, and as a material inducement for Buyer to enter into and consummate the transactions
                                            contemplated by the Business Combination Agreement, the Holder has agreed to execute and
                                            deliver this Agreement.



 


NOW, THEREFORE, for and in consideration of the
mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which hereby
acknowledged, the parties, intending to be legally bound, agree as follows:


 


AGREEMENT


 


1.             
Lock-up. 


 


(a)                Except
as permitted by this Section 1, during the Lock-up Period (as defined below), the Holder irrevocably agrees, it, he or she will
not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the Lock-up Shares (as defined below),
enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole
or in part, any of the economic consequences of ownership of such Lock-up Shares, whether any of these transactions are to be settled
by delivery of any such Lock-up Shares, in cash or otherwise, publicly disclose the intention to make any offer, sale, pledge or disposition,
or to enter into any transaction, swap, hedge or other arrangement, or engage in any Short Sales (as defined below) with respect to any
security of Buyer.


 


(b)               In
furtherance of the foregoing, Buyer will (i) place a stop order on all Lock-up Shares, including those which may be covered by a registration
statement, and (ii) notify Buyer’s transfer agent in writing of the stop order and the restrictions on such Lock-up Shares under
this Agreement and direct Buyer’s transfer agent not to process any attempts by the Holder to resell or transfer any Lock-up Shares,
except in compliance with this Agreement. Such stop order will expire, be revoked or be rescinded upon the expiration of the Lock-up
Period or any waiver, amendment or rescission of this Section 1 pursuant to the terms of this Agreement or the termination of
this Agreement pursuant to Section 5.


 


(c)                For
purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated
under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of
direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total
return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.


 






    


    


    

 


(d)                For
purpose of this Agreement, the “Lock-up Period” means with respect to the Lock-up Shares, the period commencing on
the Closing Date and ending on the date that is ) one hundred eighty (180) days after the consummation of the Merger.


 


Notwithstanding the foregoing,
and subject to the conditions below, the restrictions set forth herein shall not apply to: (1) transfers or distributions of Lock-up
Shares (or equity of the Holder or the Holder’s partners, members or stockholders) to the Holder’s current or former general
or limited partners, subsidiaries, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the
meaning of Rule 405 under the Securities Act of 1933, as amended) or to the estates of any of the foregoing; (2) transfers by bona fide
gift, including to charitable organizations, or to a member of the Holder’s immediate family or to a trust, the beneficiary of
which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (3) by virtue of the laws of descent
and distribution upon death of the Holder; (4) transfers pursuant to a qualified domestic relations order; (5) transfers to Buyer’s
officers, directors or their affiliates; (6) pledges of Lock-Up Shares or any security convertible into or exercisable or exchangeable
for Lock-Up Shares as security or collateral in connection with any borrowing or the incurrence of any indebtedness by the Holder (provided
such borrowing or incurrence of indebtedness is secured by a portfolio of assets or equity interests issued by multiple issuers); (7)
transfers pursuant to a bona fide tender offer, merger, consolidation or other similar transaction in each case made to all holders of
the shares involving a Change of Control (as defined below) (including negotiating and entering into an agreement providing for any such
transaction), provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the
Holder’s Lock-up Shares shall remain subject to the provisions of this Section 1; or (8) inclusion of the Lock-up Shares in a resale
registration statement filed by the Buyer pursuant to any registration rights agreement with the Buyer (provided that the sale of any
such Lock-up Shares shall be subject to the provisions of this Section 1), provided, however, that, in the case of any transfer pursuant
to the foregoing (1) through (5) clauses, it shall be a condition to any such transfer that the transferee/donee agrees in writing (a
copy of which shall be provided by the Holder to the parties hereto), to be bound by the terms of this Agreement (including, without
limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto;
and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure
requirements of the Securities Act and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement
of the transfer or disposition prior to the expiration of the Lock-up Period. For the avoidance of doubt, the restrictions set forth
herein shall also not apply to transactions relating to Parent Preferred Stock, Parent Common Stock or other securities convertible into
or exercisable or exchangeable for Parent Common Stock acquired in open market transactions after the effective time of the Merger. The
Holder shall be permitted to enter into a trading plan established in accordance with Rule 10b5-1 under the Exchange Act during
the applicable Lock-up Period so long as no transfers or other dispositions of the Holder’s Lock-up Shares in contravention of this
Section 1 are effected prior to the expiration of the applicable Lock-up Period.


 


In the event that any Holder
is granted a discretionary release, waiver or termination of the restrictions set forth herein or in any other agreement containing restrictions
similar to those contained in this Agreement, such discretionary release or waiver shall automatically apply pro rata to all Holders.


 






    


    


    

 


2.             
Representations and Warranties. Each of the parties hereto, by their respective execution
and delivery of this Agreement, hereby represents and warrants to the others and to all third party beneficiaries of this Agreement that
(a) such party has the full right, capacity and authority to enter into, deliver and perform its respective obligations under this Agreement,
(b) this Agreement has been duly executed and delivered by such party and is the binding and enforceable obligation of such party, enforceable
against such party in accordance with the terms of this Agreement (except as such enforceability may be limited or otherwise affected
by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors
generally and principles of equity, whether considered at law or equity), and (c) the execution, delivery and performance of such party’s
obligations under this Agreement will not conflict with or breach the terms of any other agreement, contract, commitment or understanding
to which such party is a party or to which the assets or securities of such party are bound. The Holder has independently evaluated the
merits of his/her/its decision to enter into and deliver this Agreement, and such Holder confirms that he/she/it has not relied on the
advice of the Company, Buyer, their respective legal counsels, or any other person.


 


3.             Beneficial
Ownership. The Holder hereby represents and warrants that, as of the date of this Agreement, it does
not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules
and regulations promulgated thereunder), any shares of capital stock of Buyer or Company, or any economic interest in or derivative of
such stock, other than those securities specified on the signature page hereto. For purposes of this Agreement, the “Lock-up
Shares” shall mean (i) the shares of Parent Preferred Stock held by such Holder immediately following the Parent Common Conversion
and Closing (ii) the shares of Parent Common Stock held by such Holder immediately following the Closing and (iii) any shares of Parent
Common Stock issued pursuant to the conversion of Parent Preferred Stock during the Lock-Up Period.


 


4.             No
Additional Fees/Payment. Other than the consideration specifically referenced herein, the parties hereto
agree that no fee, payment or additional consideration in any form has been or will be paid to the Holder in connection with this Agreement.


 


5.             Termination. This Agreement and all of its provisions shall terminate and be of no further force or effect upon
the earlier to occur of (a) termination of the Business Combination Agreement in accordance with its terms or (b) the expiration of the
Lock-up Period.


 


6.             
Notices. Any notices required or permitted to be sent hereunder shall be sent in writing,
addressed as specified below, and shall be deemed given: (a) if by hand or recognized courier service, by 4:00 PM on a business day,
addressee’s day and time, on the date of delivery, and otherwise on the first business day after such delivery; (b) if by fax or
email, on the date that transmission is confirmed electronically, if by 4:00 PM on a business day, addressee’s day and time, and
otherwise on the first business day after the date of such confirmation; or (c) five (5) days after mailing by certified or registered
mail, return receipt requested. Notices shall be addressed to the respective parties as follows (excluding telephone numbers, which are
for convenience only), or to such other address as a party shall specify to the others in accordance with these notice provisions:


 


		(a)	If to Buyer, to:



 


FG Merger Corp.


105 S Maple Street


Itasca, IL 60143


Attention: Hassan Baqar


E-mail: hbaqar@sequoiafin.com


 






    


    


    

 


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


 


Loeb & Loeb


345 Park Avenue, 19th Floor


New York, NY 10154


Attention: Mitchell S. Nussbaum, Esq.


E-mail: mnussbaum@loeb.com


 


		(b)	If to the Holder, to the address set
                                            forth on the Holder’s signature page hereto, 



 


or to such other address as any party
                                            may have furnished to the others in writing in accordance herewith.


 





7.             Enumeration
and Headings; Interpretation. The enumeration and headings contained in this Agreement are for convenience
of reference only and shall not control or affect the meaning or construction of any of the provisions of this Agreement. The titles
and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.
In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including”
(and with correlative meaning “include”) means including without limiting the generality of any description preceding or
succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; and (iii) the words
 “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed in each case to
refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement.


 


8.             Counterparts. This Agreement may be executed in facsimile and in any number of counterparts,
each of which when so executed and delivered shall be deemed an original, but all of which shall together constitute one and the same
agreement. The delivery of an electronic signature to, or a copy/scan of a manual signature on a counterpart to, this Agreement by facsimile,
email or other electronic transmission shall be deemed an original signature for all purposes hereunder.


 


9.             
Successors and Assigns. This Agreement and the terms, covenants, provisions and conditions
hereof shall be binding upon, and shall inure to the benefit of, the respective heirs, successors and assigns of the parties hereto.
The Holder hereby acknowledges and agrees that this Agreement is entered into for the benefit of and is enforceable by Buyer and its
successors and assigns.


 


10.            No
Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any
party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the
benefit of, any person or entity that is not a party hereto or thereto or a successor or permitted assign of such a party.


 


11.           
Severability. If any provision of this Agreement is held to be invalid or unenforceable
for any reason, such provision will be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of
the parties and, in any event, the remaining provisions of this Agreement shall remain in full force and effect and shall be binding
upon the parties hereto.


 






    


    


    

 


12.           
Amendments and Waivers. This Agreement may be amended or modified by written agreement
executed by each of the parties hereto. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof.
No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to
be or construed as a further or continuing waiver of any such term, condition, or provision


 


13.            Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts
and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may
reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


14.            No Strict Construction. The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.


 


15.            Governing
Law. The terms and provisions of this Agreement shall be construed in accordance with the laws of the
State of Delaware. 


 


16.            Controlling
Agreement. To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise
modified from time to time) directly conflicts with a provision in the Business Combination Agreement, the terms of this Agreement shall
control.


 


[Signature Page Follows]


 






    


    


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Lock-up Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


	 	FG MERGER CORP.




 


	 	By:	 
	 	 	Name:
	 	 	Title:




 


Signature Page to Lock-up
Agreement


 






    


    


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Lock-up Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


	 	HOLDERS:
	 	 
	 	[      ]




 





	 	By:	 
	 	 	Name:
	 	 	Address:         [     
  ]


 


	 	NUMBER AND TYPE OF Lock-up Shares:




 


Signature Page to Lock-up
Agreement