Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of [_], 2022 by and between FG Merger Corp., a Delaware
corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation,
a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333- 262298 (the “Registration Statement”) and prospectus
(the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
and three-quarters of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock, subject
to adjustment (such initial public offering hereinafter referred to as the “Offering”), has been declared effective
as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered
into an Underwriting Agreement (the “Underwriting Agreement”) with ThinkEquity, a division of Fordham Financial
Management, Inc., as a representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein; and


 


WHEREAS, as described in the Prospectus, $71,750,000 of the gross proceeds
of the Offering and sale of the Private Placement Units and Private Placement Warrants (each as defined in the Underwriting Agreement)
(or $82,512,500 if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited
and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the
benefit of the Company and the holders of the Common Stock included in the Units issued in the Offering as hereinafter provided (the amount
to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS
AGREED:


 


1. Agreements and Covenants
of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold the Property in
trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United
States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more),
maintained by the Trustee and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise and
administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner,
upon the written instruction of the Company, invest and reinvest the Property solely in United States government securities within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money
market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the
Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
as determined by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting
the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration during such periods;


 


(d) Collect and receive,
when due, all interest or other income arising from the Property, which shall become part of the “Property,” as such term
is used herein;


 






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(e) Promptly notify the
Company and the Representative of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary
information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation
of the tax returns relating to assets held in the Trust Account;


 


(g) Participate in any
plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company
to do so;


 


(h) Render to the Company
monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust
Account;


 


(i) Commence liquidation
of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company
(“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A
or Exhibit B, as applicable, signed on behalf of the Company by any of its Chief Executive Officer, Chief Financial Officer,
President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”)
or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative,
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the
funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses),
only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, the later
of:


 


(1) (x)15 months from the
closing of the Offering (the “Combination Period”), or (y) if the Board extends the Combination Period by an
additional 3-month period, 18 months from the closing of the Offering; provided, however, that in order for the Combination Period to
be extended, FG Merger Investors LLC, the Company’s sponsor, or its affiliates or designees, upon five days advance notice prior
to the last day of the Combination Period, must deposit into the Trust Account $700,000, or $805,000 if the Underwriters’ over-allotment
option is exercised in full ($0.10 per unit in either case) (each such deposit, an “Extension Deposit”) on or
prior to the last day of the Combination Period; provided, further, that the Company shall issue a press release announcing the intention
to extend the Combination Period at least three days prior to the last day of the Combination Period, and that, the day after the last
day of the Combination Period, the Company shall issue a press release announcing whether or not the Extension Deposit has been timely
deposited; and


 


(2) such later date as
may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation
if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in
accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account,
including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest
to pay dissolution expenses), shall be distributed to the Public Stockholders of record as of such date;


 


(j) Upon written request
from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C
(a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the
amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets
of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic
funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority, so long
as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided, however,
that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets
held in the Trust Account as shall be designated by the Company in writing to make such distribution (it being acknowledged and agreed
that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request
of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall
have no responsibility to look beyond said request;


 


(k) Upon written request
from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D
(a “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the
amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders properly submitted in connection
with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the
substance or timing of the Company’s obligation to redeem 100% of shares of Common Stock included in the Units sold in the Offering
(the “public shares”) if the Company has not consummated an initial Business Combination within such time as
is described in the Company’s amended and restated certificate of incorporation or with respect to any other material provisions
relating to stockholders’ rights or pre-initial Business Combination activity. The written request of the Company referenced above
shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility
to look beyond said request; and


 






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(l) Not make any withdrawals
or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 


2. Agreements and Covenants
of the Company. The Company hereby agrees and covenants to:


 


(a) Give all instructions
to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer,
President, Executive Vice President, Vice President or Secretary. In addition, except with respect to its duties under Sections 1(i),
1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal
or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized
above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section 4
hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and
disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action,
suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way
arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property,
except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt
by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends
to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred
to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such
Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel,
which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written
consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own
counsel;


 


(c) Pay the Trustee the
fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing
fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not
be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(j) hereof.
The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering.
The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation
of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c),
Schedule A and as may be provided in Section 2(b) hereof;


 


(d) In connection with
any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination involving the Company and one or more businesses (the “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such
stockholders regarding such Business Combination;


 


(e) Provide the Representative
with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed
withdrawal from the Trust Account promptly after it issues the same; and


 


(f) Instruct the Trustee
to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions
that are not permitted under this Agreement.


 


3. Limitations of Liability.
The Trustee shall have no responsibility or liability to:


 


(a) Imply obligations,
perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which
is expressly set forth herein;


 






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(b) Take any action with
respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third
party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding
for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect
to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the
Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund any depreciation
in principal of any Property;


 


(e) Assume that the authority
of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties hereto
or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the
Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by
the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as
to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by
the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission
of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper
party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g) Verify the accuracy
of the information contained in the Registration Statement;


 


(h) Provide any assurance
that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration
Statement;


 


(i) File information returns
with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company
documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute and
file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the
Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations,
except pursuant to Section 1(j) hereof; or


 


(k) Verify calculations,
qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or
1(k) hereof.


 


4. Trust Account Waiver.
The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any
monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now
or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under
Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company
and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5. Termination. This
Agreement shall terminate as follows:


 


(a) If the Trustee gives
written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a
successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies
the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall
transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports
and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event
that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the
Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District
Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 






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(b) At such time that the
Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof
and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect
to Section 2(b).


 


6. Miscellaneous.


 


(a) The Company and the
Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the
Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall
rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information
relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error
in the information or transmission of the funds.


 


(b) This Agreement shall
be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of
law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in
several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains
the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Subject to Section 6(d) hereof,
this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing
signed by each of the parties hereto.


 


(d) This Agreement or any
provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent of the Stockholders.
For purposes of this Section 6(d), the “Consent of the Stockholders” means receipt by the Trustee of a certificate from
the inspector of elections of the stockholder meeting certifying that the Company’s stockholders of record as of a record date established
in accordance with Section 213(a) of the Delaware General Corporation Law, as amended (“DGCL”) (or any successor
rule), who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock have voted in favor of such change,
amendment or modification. No such amendment will affect any Public Stockholder who has otherwise indicated his election to redeem his
shares of Common Stock in connection with a stockholder vote sought to amend this Agreement to modify the substance or timing of the Company’s
obligation to redeem 100% of the Common Stock if the Company does not complete its initial Business Combination within the time frame
specified in the Company’s amended and restated certificate of incorporation. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from the inspector or elections
referenced above and shall be relieved of all liability to any party for executing the proposed amendment in reliance thereon.


 


(e) The parties hereto
consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of
resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES
THE RIGHT TO TRIAL BY JURY.


 






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(f) Any notice, consent
or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by electronic mail:


 


	 	if to the Trustee, to:
	 	 
	 	Continental Stock Transfer & Trust Company
	 	1 State Street, 30th Floor
	 	New York, New York 10004
	 	Attn: [Francis Wolf & Celeste Gonzalez]
	 	Email: [fwolf@continentalstock.com]
	 	Email: [cgonzalez@continentalstock.com]


 


	 	if to the Company, to:
	 	 
	 	FG Merger Corp.

105 S. Maple Street

Itasca, Illinois 60143
	 	Attn: Emily Torres
	 	Email: emily@fgfinancial.com
	 	 
	 	in each case, with copies to:
	 	 
	 	Blank Rome LLP
	 	1271 Avenue of the Americas
	 	New York, New York 10020
	 	Attn: Brad L. Shiffman
	 	Email: bshiffman@BlankRome.com
	 	 
	 	and
	 	 
	 	ThinkEquity, a division of Fordham Financial Management, Inc.
	 	17 State Street, 22nd Floor
	 	New York, NY 10004
	 	Attn: Mr. Eric Lord, Head of Investment Banking
	 	Fax No.: (212) 349-2550
	 	 
	 	and
	 	 
	 	Loeb & Loeb LLP
	 	345 Park Avenue
	 	New York, NY 10154
	 	Attn.: Mitchell S. Nussbaum
	 	Giovanni Caruso
	 	Email: mnussbaum@loeb.com
	 	gcaruso@loeb.com


 


(g) Each of the Company
and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to
perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or
proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any
circumstance.


 






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(h) This Agreement is the
joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement
of such parties and shall not be construed for or against any party hereto.


 


(i) This Agreement may
be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute
one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute
valid and sufficient delivery thereof.


 


(j) Each of the Company
and the Trustee hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a third-party beneficiary of this
Agreement.


 


(k) Except as specified
herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 






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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	By:	 
	 	 	Name:	[Francis Wolf]
	 	 	Title:	Vice President
	 	 
	 	FG MERGER CORP.
	 	 
	 	By:	 
	 	 	Name:	Emily Torres
	 	 	Title:	Chief Financial Officer


 


[Signature Page to Investment Management
Trust Agreement]


 






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SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	 	 
	Trustee administration fee	 	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	 	 
	Transaction processing fee for disbursements to Company under Sections 1 and 2	 	Billed to Company following disbursement made to Company under Section 1 and 2	 	$	 	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 


 






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EXHIBIT A


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


 


Attn: [Francis Wolf & Celeste Gonzalez]


 


	 	Re:	Trust Account - Termination Letter


 


Dear [Mr. Wolf and Ms. Gonzalez]:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between FG Merger Corp. (the “Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of __________, 2022 (the “Trust Agreement”), this
is to advise you that the Company has entered into an agreement with ___________ (the “Target Business”) to
consummate a business combination with Target Business (the “Business Combination”) on or about [insert date].
The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter period as you may agree) of
the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined
herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds
to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held
in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation
Date.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently
with your transfer of funds to the accounts as directed by the Company (the “Notification”), and (ii) the
Company shall deliver to you (a) a certificate by the Chief Executive Officer, Chief Financial Officer, Co-Executive Chairman or
Vice Chairman, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote
is held and (b) a written instruction signed by the Company with respect to the transfer of the funds held in the Trust Account,
including payment of amounts owed to public stockholders who have properly exercised their redemption rights (the “Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt
of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits
held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the
same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation
Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related
to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
following the Consummation Date as set forth in such notice as soon thereafter as possible.


 






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	 	Very truly yours,
	 	 
	 	FG Merger Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Agreed and acknowledged by:	 
	 	 	 
	ThinkEquity, a division of Fordham Financial Management, Inc.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 






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EXHIBIT B


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


 


Attn: [Francis Wolf & Celeste Gonzalez]


 


	 	Re:	Trust Account -Termination Letter


 


Dear [Mr. Wolf and Ms. Gonzalez]:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between FG Merger Corp. (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of _________, 2022 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business
Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation,
as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Operating Account
and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public
Stockholders. The Company has selected __________1 as the effective date for the
purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to
be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s
Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the
Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating
the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of
the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	FG Merger Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	cc: ThinkEquity, a division of Fordham Financial Management, Inc.	 


 


1
15 months from the closing of the Offering (subject to extension for an
additional three month period, as described in the Prospectus) or such later date as may be approved by the Company’s stockholders
in accordance with the Company’s amended and restated certificate of incorporation.


 






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EXHIBIT C


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


 


Attn: [Francis Wolf & Celeste Gonzalez]


 


	 	Re:	Trust Account - Tax Payment Withdrawal Instruction


 


Dear [Mr. Wolf and Ms. Gonzalez]:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between FG Merger Corp. (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of ________, 2022 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	FG Merger Corp. 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	cc: ThinkEquity, a division of Fordham Financial Management, Inc.	 


 






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EXHIBIT D


[Letterhead of Company]





[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


 


Attn: [Francis Wolf & Celeste Gonzalez]


 


	 	Re:	Trust Account -Stockholder Redemption Withdrawal Instruction


 


Dear [Mr. Wolf and Ms. Gonzalez]:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between FG Merger Corp. (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of _____, 2022 (the “Trust Agreement”), the
Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $____ of the principal and interest income
earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used
but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with
a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance
or timing of the Company’s obligation to redeem 100% of public shares of Common Stock if the Company has not consummated an initial
Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation or with
respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity. As such,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to a segregated
account held by you on behalf of the Beneficiaries.


 


	 	Very truly yours,
	 	 
	 	FG Merger Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	cc: ThinkEquity, a division of Fordham Financial Management, Inc.	 


 






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