UNDERWRITING AGREEMENT between FG MERGER II CORP. and THINKEQUITY LLC as Representative of the Several Underwriters Dated: [ • ], 2023 FG MERGER II CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 27th, 2023 • FG Merger II Corp. • Blank checks • New York
The undersigned, FG Merger II Corp., a Nevada corporation (the “Company”), hereby confirms its agreement with ThinkEquity LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
FORM OF PUBLIC WARRANT AGREEMENT between FG MERGER II CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2023Warrant Agreement • November 27th, 2023 • FG Merger II Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2023, is by and between FG Merger II Corp., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 27th, 2023 • FG Merger II Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_], 2023 by and between FG Merger II Corp., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • November 27th, 2023 • FG Merger II Corp. • Blank checks • Nevada
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2023, by and between FG Merger II Corp., a Nevada corporation (the “Company”), and __________ (“Indemnitee”).
FORM OF PRIVATE WARRANT AGREEMENT between FG MERGER II CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2023Warrant Agreement • November 27th, 2023 • FG Merger II Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2023, is by and between FG Merger II Corp., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2023 • FG Merger II Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2023, is made and entered into by and among FG Merger II Corp., a Nevada corporation (the “Company”), FG Merger Investors II LLC, a Nevada limited liability company (the “Sponsor”), ThinkEquity LLC, as a representative of the underwriters (the “Underwriters”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, the Underwriters and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FG Merger II Corp. Itasca, Illinois 60143Letter Agreement • November 27th, 2023 • FG Merger II Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between FG Merger II Corp., a Nevada corporation (the “Company”), and ThinkEquity LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 8,625,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public O
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • November 27th, 2023 • FG Merger II Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [_], 2023, by and between FG Merger II Corp., a Nevada corporation (the “Company”), having its principal place of business at 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143, and FG Merger Investors II LLC, a Nevada limited liability company (the “Subscriber”), having its principal place of business at 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143.
15 EXERCISE PRICE WARRANTS PURCHASE AGREEMENTPrice Warrants Purchase Agreement • November 27th, 2023 • FG Merger II Corp. • Blank checks • New York
THIS $15 EXERCISE PRICE WARRANTS PURCHASE AGREEMENT, dated as of [_], 2023 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among FG Merger II Corp., a Nevada corporation (the “Company”), and FG Merger Investors II LLC, a Nevada limited liability company (the “Purchaser”).
FG MERGER II CORP. Itasca, IL 60143Fg Merger Ii Corp • November 27th, 2023 • FG Merger II Corp. • Blank checks
This letter agreement (this “Agreement”) by and among FG Merger II Corp. (the “Company”) and FG Merger Investors II LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SUBSCRIPTION AGREEMENTSubscription Agreement • November 27th, 2023 • FG Merger II Corp. • Blank checks
The undersigned hereby subscribes for 2,156,250 shares of common stock (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $25,000 to the Company.
