0001104659-25-064945 Sample Contracts

UNDERWRITING AGREEMENT between FG MERGER III CORP. and THINKEQUITY LLC as Representative of the Several Underwriters Dated: [ • ], 2025 FG MERGER III CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • July 2nd, 2025 • FG Merger III Corp. • Blank checks • New York

The undersigned, FG Merger III 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:

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FORM OF PRIVATE WARRANT AGREEMENT between FG MERGER III CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2025
Warrant Agreement • July 2nd, 2025 • FG Merger III Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2025, is by and between FG Merger III 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”).

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FG Merger III Corp. Itasca, Illinois 60143 Re: Initial Public Offering Ladies and Gentlemen:
Underwriting Agreement • July 2nd, 2025 • FG Merger III 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 III Corp., a Nevada corporation (the “Company”), and ThinkEquity LLC and EarlyBirdCapital, Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 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 Uni

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