Exhibit 10.7
SUBSCRIPTION AGREEMENT
TO: The Directors of USFM Corporation (the “Company”).
The undersigned hereby subscribes for 11,576 warrants of the Company with an exercise price of $128.62 per each common stock (the “Share”) underlying the warrant and 10-year expiration from the date of business combination of the Company (the “Warrants”). The detailed terms of the Warrants are stipulated in a separate warrant agreement. In consideration for the issue of the Warrants, the undersigned hereby agrees and undertakes to pay $23.15 to the Company, respectively.
We agree to take the Shares and Warrants subject to the Certificate of Formation and any By-laws of the Company as well as subject to the warrant agreement and we authorize you to enter the following name and address in the stockholders ledger of the Company:
| Name: | FG Merchant Partners, LP | ||
| Address: | 6408 Bannington Road | ||
| Charlotte, NC 28226 |
FG Merchant Partners GP, LLC, General Partner
| Signed: | /s/ D. Kyle Cerminara | |
| Name: | D. Kyle Cerminara | |
| Title: | CEO of Fundamental Global, Inc., its Managing Member | |
| Dated: | July 7, 2026 |
Accepted:
USFM Corporation
| Signed: | /s/ Robert Price | |
| Name: | Robert Price | |
| Title: | Director | |
| Dated: | July 07, 2026 |