FORM OF WARRANT AGREEMENT FACT II ACQUISITION CORP. and ODYSSEY TRANSFER AND TRUST COMPANY Dated [●], 2024Warrant Agreement • October 18th, 2024 • FACT II Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2024, is by and between FACT II Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation, as warrant agent (in such capacity, the “Warrant Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • November 27th, 2024 • FACT II Acquisition Corp. • Blank checks • New York
This Unit Subscription Agreement (this “Agreement”) is made as of this 25th day of November, 2024, by and between FACT II Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 14 Wall Street, 20th Floor, New York, NY 10005, and FACT II Acquisition Parent LLC (the “Purchaser”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 18th, 2024 • FACT II Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2024, by and between FACT II Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).
UNDERWRITING AGREEMENT between FACT II ACQUISITION CORP. and COHEN & COMPANY CAPITAL MARKETS a division of J.V.B. Financial Group, LLC and SEAPORT GLOBAL SECURITIES LLC Dated: November 25, 2024 FACT II ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 27th, 2024 • FACT II Acquisition Corp. • Blank checks • New York
The undersigned, FACT II Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”) and Seaport Global Securities LLC (“Seaport” and collectively with CCM, the “Representatives,” and each, a “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representatives are listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representatives) as follows:
UNIT AND RESTRICTED SHARE SUBSCRIPTION AGREEMENTUnit and Restricted Share Subscription Agreement • October 18th, 2024 • FACT II Acquisition Corp. • Blank checks • New York
This Unit and Restricted Share Subscription Agreement (this “Agreement”) is made as of this ____ day of _____, 2024, by and between FACT II Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 14 Wall Street, 20th Floor, New York, NY 10005, and FACT II Acquisition LLC (the “Purchaser”).
FACT II Acquisition Corp. 14 Wall Street, 20th Floor New York, New York 10005 United States of AmericaUnderwriting Agreement • November 27th, 2024 • FACT II Acquisition Corp. • Blank checks
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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2024 • FACT II Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 25, 2024, is made and entered into by and among FACT II Acquisition Corp., a Cayman Islands exempted company (the “Company”), and FACT II Acquisition LLC, a Cayman Islands limited liability company (“Sponsor HoldCo”), FACT II Acquisition Parent LLC, a Cayman Islands limited liability company (“Sponsor”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), an underwriter in the Company’s initial public offering, Seaport Global Securities LLC (“Seaport” and together with CCM, the “IPO Underwriters”), an underwriter in the Company’s initial public offering, and any other parties listed on the signature page hereto (together with Sponsor HoldCo, Sponsor, CCM and Seaport, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
INDEMNITY AGREEMENTIndemnification & Liability • November 27th, 2024 • FACT II Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ________________ by and between FACT II Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ___________ (“Indemnitee”).
UNIT AND RESTRICTED SHARE SUBSCRIPTION AGREEMENTUnit and Restricted Share Subscription Agreement • November 27th, 2024 • FACT II Acquisition Corp. • Blank checks • New York
This Unit and Restricted Share Subscription Agreement (this “Agreement”) is made as of this 25th day of November, 2024, by and between FACT II Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 14 Wall Street, 20th Floor, New York, NY 10005, and FACT II Acquisition LLC (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 27th, 2024 • FACT II Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 25, 2024, by and between FACT II Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).
WARRANT AGREEMENT FACT II ACQUISITION CORP. and ODYSSEY TRANSFER AND TRUST COMPANY Dated November 25, 2024Warrant Agreement • November 27th, 2024 • FACT II Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated November 25, 2024, is by and between FACT II Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation, as warrant agent (in such capacity, the “Warrant Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 16th, 2024 • FACT II Acquisition Corp. • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of July 12, 2024, by and between FACT II Acquisition LLC, a Cayman Islands limited liability company (the “Company”), and FACT II Acquisition Parent LLC, a Cayman Islands limited liability company (the “Purchaser”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 4 hereof and, if not so defined, then such capitalized terms shall have the meanings ascribed thereto in the LLC Agreement (as defined below).
