FG Merger II Corp. Watch

from S-1/A 7 pages 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 the Company With the U.S. Securities and Exchange Commission (The “Commission”) and the Units Have Been Approved for Listing on the NASDAQ Global Market. Certain Capitalized Terms Used Herein Are Defined in Paragraph 11 Hereof

from S-1/A 2 pages FG Merger Investors LLC 104 S. Walnut Street, Unit 1a, Itasca, Il 60143 Re: Administrative Services Agreement Ladies and Gentlemen

from S-1/A 14 pages Indemnity Agreement

from S-1/A 8 pages Private Placement Units Purchase Agreement

from S-1/A 6 pages $15 Exercise Price Warrants Purchase Agreement

from S-1/A 15 pages Registration Rights Agreement

from S-1/A 15 pages Investment Management Trust Agreement

from S-1/A 7 pages 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 the Company With the U.S. Securities and Exchange Commission (The “Commission”) and the Units Have Been Approved for Listing on the NASDAQ Global Market. Certain Capitalized Terms Used Herein Are Defined in Paragraph 11 Hereof

from S-1/A 2 pages FG Merger Investors LLC 104 S. Walnut Street, Unit 1a, Itasca, Il 60143 Re: Administrative Services Agreement Ladies and Gentlemen

from S-1/A 1 page Subscription Agreement

from S-1/A 4 pages Promissory Note

from S-1/A 14 pages Indemnity Agreement

from S-1/A 8 pages Private Placement Units Purchase Agreement

from S-1/A 6 pages $15 Exercise Price Warrants Purchase Agreement

from S-1/A 15 pages Registration Rights Agreement

from S-1/A 15 pages Investment Management Trust Agreement

from S-1/A 7 pages 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 Offering Pursuant to a Registration Statement on Form S-1 and Prospectus (The “Prospectus”) Filed by the Company With the U.S. Securities and Exchange Commission (The “Commission”) and the Units Have Been Approved for Listing on the NASDAQ Global Market. Certain Capitalized Terms Used Herein Are Defined in Paragraph 11 Hereof