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0001213900-24-089005 Sample Contracts

FORM OF WARRANT AGREEMENT FACT II ACQUISITION CORP. and ODYSSEY TRANSFER AND TRUST COMPANY Dated [●], 2024
Warrant 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”).

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment 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”).

UNIT AND RESTRICTED SHARE SUBSCRIPTION AGREEMENT
Unit 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”).