FG Merger II Corp. Sample Contracts
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 • January 21st, 2025 • FG Merger II Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_], 2025 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”).
UNDERWRITING AGREEMENT between FG MERGER II CORP. and THINKEQUITY LLC as Representative of the Several Underwriters Dated: [ • ], 2025 FG MERGER II CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 2025 • 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:
INDEMNITY AGREEMENTIndemnity Agreement • February 3rd, 2025 • FG Merger II Corp. • Blank checks • Nevada
This INDEMNITY AGREEMENT (this “Agreement”) is made as of January 28, 2025, by and between FG Merger II Corp., a Nevada corporation (the “Company”), and each of the undersigned (each, an “Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 3rd, 2025 • FG Merger II Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 28, 2025 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”).
UNDERWRITING AGREEMENT between FG MERGER II CORP. and THINKEQUITY LLC as Representative of the Several Underwriters Dated: January 28, 2025 FG MERGER II CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 3rd, 2025 • 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:
WARRANT AGREEMENT between FG MERGER II CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of January 30, 2025Warrant Agreement • February 3rd, 2025 • FG Merger II Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 30, 2025, 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”).
RIGHTS AGREEMENTRights Agreement • February 3rd, 2025 • FG Merger II Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of January 28, 2025 between FG Merger II Corp., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”).
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.
FG Merger II Corp. Itasca, Illinois 60143Underwriting 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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 2025 • FG Merger II Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 28, 2025, 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”), Ramnarain Joseph Jaigobind (Mr. Jaigobind) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, Mr. Jaigobind, 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 60143Underwriting Agreement • October 4th, 2024 • 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 9,200,000 of the Company’s units (including up to 1,200,000 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 right to receive one-twentieth (1/20) of a share of common stock upon the consummation of an initial business combination (each, a “Right”). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by t
15 EXERCISE PRICE WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • February 3rd, 2025 • FG Merger II Corp. • Blank checks • New York
THIS $15 EXERCISE PRICE WARRANTS PURCHASE AGREEMENT, dated as of January 28, 2025 (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, Illinois 60143Underwriting Agreement • August 23rd, 2024 • 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 9,200,000 of the Company’s units (including up to 1,200,000 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 right to receive one-twentieth (1/20) of a share of common stock upon the consummation of an initial business combination (each, a “Right”). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by t
RIGHTS AGREEMENTRights Agreement • January 21st, 2025 • FG Merger II Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2025 between FG Merger II Corp., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • January 21st, 2025 • FG Merger II Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [_], 2025, 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 Ramnarain Joseph Jaigobind (“Subscriber”), an individual, and FG Merger Investors II LLC, a Nevada limited liability company (the “Sponsor”), having its principal place of business at 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143.
FG MERGER II CORP. Itasca, IL 60143Administrative Services Agreement • January 21st, 2025 • 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”):
LOCK-UP AGREEMENTLock-Up Agreement • August 5th, 2025 • FG Merger II Corp. • Blank checks • Nevada
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [•], 2025, by and between the undersigned (the “Holders”) and FG Merger II Corp., a Nevada corporation (“Acquiror” and, following the Mergers, the “Surviving Pubco”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).
FG Merger II Corp. Itasca, Illinois 60143Underwriting Agreement • January 21st, 2025 • 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 9,200,000 of the Company’s units (including up to 1,200,000 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 right to receive one-tenth (1/10) of a share of common stock upon the consummation of an initial business combination (each, a “Right”). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the C
sponsor SUPPORT AGREEMENTSponsor Support Agreement • August 5th, 2025 • FG Merger II Corp. • Blank checks • Nevada
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of August 4, 2025, is entered into by and among FG Merger II Corp., a Nevada corporation (together with its successors, “Acquiror”), and FG Merger Investors II LLC, a Nevada limited liability company (the “Supporting Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
LETTER AGREEMENTLetter Agreement • May 15th, 2025 • FG Merger II Corp. • Blank checks
This Letter Agreement supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter of this Letter Agreement. Notwithstanding the foregoing and except as expressly modified by this Letter Agreement, the Underwriting Agreement shall remain in full force and effect without modification.
FG MERGER II CORP.Administrative Services Agreement • February 3rd, 2025 • 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”):
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • February 3rd, 2025 • FG Merger II Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 28th day of January, 2025, 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 Ramnarain Joseph Jaigobind (“Subscriber”), an individual, and FG Merger Investors II LLC, a Nevada limited liability company (the “Sponsor”), having its principal place of business at 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143.
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.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 4th, 2025 • FG Merger II Corp. • Blank checks • Nevada
THIS FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of November 3, 2025, by and among FG MERGER II CORP., a Nevada corporation (“Acquiror”), FG MERGER SUB II INC., a Nevada corporation (“Merger Sub”), and BOXABL INC., a Nevada corporation (the “Company”). Acquiror, Merger Sub and the Company are sometimes referred to collectively in this Amendment as the “Parties.”
FG Merger II Corp. Itasca, Illinois 60143Underwriting Agreement • February 3rd, 2025 • 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 9,200,000 of the Company’s units (including up to 1,200,000 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 right to receive one-tenth (1/10) of a share of common stock upon the consummation of an initial business combination (each, a “Right”). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the C
COMPANY SUPPORT AGREEMENTCompany Support Agreement • August 5th, 2025 • FG Merger II Corp. • Blank checks • Nevada
This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of August 4, 2025, is entered into by and among FG Merger II Corp., a Nevada corporation (together with its successors, “Acquiror”), Boxabl Inc., a Nevada corporation (the “Company”), and the stockholder of the Company set forth on the signature page hereto (the “Supporting Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER by and among FG MERGER II CORP., FG MERGER SUB II INC., and BOXABL INC., Dated as of August 4, 2025Merger Agreement • August 5th, 2025 • FG Merger II Corp. • Blank checks • Nevada
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 4, 2025 by and among (i) FG MERGER II CORP., a Nevada corporation (together with its successors, the “Acquiror”), (ii) FG MERGER SUB II INC., a Nevada corporation and wholly-owned subsidiary of the Acquiror (“Merger Sub” and together with the Acquiror, the “Acquiror Entities”), and (iii) BOXABL INC., a Nevada corporation, (the “Company” and, together with its Subsidiaries, the “Boxabl Companies”). The Acquiror, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.