FACT II Acquisition Corp. Watch

from 8-K 15 pages Indemnity Agreement

from 8-K 16 pages FACT II Acquisition Corp. 14 Wall Street, 20th Floor New York, New York 10005 United States of America Re: Initial Public Offering Ladies and Gentlemen

from 8-K 17 pages Registration Rights Agreement

from 8-K 16 pages Investment Management Trust Agreement

from 8-K 9 pages Unit Subscription Agreement

from 8-K 9 pages Unit Subscription Agreement

from 8-K 8 pages Unit Subscription Agreement

from 8-K 9 pages Unit and Restricted Share Subscription Agreement

from S-1/A 8 pages Unit Subscription Agreement

from S-1/A 9 pages Unit Subscription Agreement

from S-1/A 9 pages Unit Subscription Agreement

from S-1/A 15 pages Form of Indemnity Agreement

from S-1/A 9 pages Unit and Restricted Share Subscription Agreement

from S-1/A 17 pages Form of Registration Rights Agreement

from S-1/A 16 pages Form of Investment Management Trust Agreement

from S-1/A 14 pages This Letter (This “Letter Agreement”) Is Being Delivered to You in Accordance With the Underwriting Agreement (The “Underwriting Agreement”) Entered Into or Proposed to Be Entered Into by and Between FACT II Acquisition Corp., a Cayman Islands Exempted Company (The “Company”), and Cohen & Company Capital Markets, a Division of J.V.B. Financial Group, LLC (“Ccm”), and Seaport Global Securities LLC (“Seaport” and Together With Ccm, the “Underwriters”), Relating to an Underwritten Initial Public Offering (The “Public Offering”), of 17,500,000 of the Company’s Units (“Units”) (Including Up to 2,625,000 Units That May Be Purchased to Cover Over-Allotments, if Any), Each Comprised of One Class a Ordinary Share of the Company, Par Value $0.0001 Per Share (Each, an “Ordinary Share”), and One-Half of One Warrant (Each Whole Warrant, a “Warrant”). Each Warrant Entitles the Holder Thereof to Purchase One Ordinary Share at a Price of $11.50 Per Share, Subject to Adjustment. the Units Shall Be Sold in the Public Offering Pursuant to a Registration Statement on Form S-1 and a Prospectus (The “Prospectus”) Filed by the Company With the U.S. Securities and Exchange Commission (The “Commission”) and the Company Has Applied to Have the Units Listed on the NASDAQ Global Market. Certain Capitalized Terms Used Herein Are Defined in Paragraph 11 Hereof

from S-1/A 9 pages Unit and Restricted Share Subscription Agreement

from S-1/A 17 pages Form of Investment Management Trust Agreement

from S-1/A 9 pages Unit and Restricted Share Subscription Agreement

from S-1/A 17 pages Form of Investment Management Trust Agreement