K&F GROWTH ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • October 31st, 2024 • K&f Growth Acquisition Corp. Ii • Blank checks • New York
The undersigned, K&F Growth Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 31st, 2024 • K&f Growth Acquisition Corp. Ii • Blank checks
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 31st, 2024 • K&f Growth Acquisition Corp. Ii • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2024, by and between K&F Growth Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
K&F Growth Acquisition Corp. II Manhattan Beach, CA 90266 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 31st, 2024 • K&f Growth Acquisition Corp. Ii • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among K&F Growth Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and BTIG, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right (each right, a “Share Right”). Each Share Right entitles the holder thereof to receive one-fifteenth (1/15) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination. The Units shall be sold in the Public Offering pursuant to the registration statemen
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • October 31st, 2024 • K&f Growth Acquisition Corp. Ii • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ], 2024, by and between K&F Growth Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and BTIG, LLC (“ BTIG” or the “Subscriber”).
SHARE RIGHTS AGREEMENTShare Rights Agreement • October 31st, 2024 • K&f Growth Acquisition Corp. Ii • Blank checks • New York
This Share Rights Agreement (this “Agreement”) is made as of [●], 2024 between K&F Growth Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (in such capacity, the “Share Rights Agent”).
K&F GROWTH ACQUISITION CORP. II Manhattan Beach, CA 90266K&f Growth Acquisition Corp. Ii • October 31st, 2024 • Blank checks • New York
K&F Growth Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer K&F Growth Acquisition LLC II, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 9,583,333 Class B ordinary shares of the Company (the “Shares”), US$0.0001 par value per share (the “Class B Ordinary Shares”), up to 1,250,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (as may be amended, the “Articles”), Class B Ordinary Shares will convert into Class A Ordinary Sh
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • October 31st, 2024 • K&f Growth Acquisition Corp. Ii • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [ ], 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between K&F Growth Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and K&F Growth Acquisition LLC II, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2024 • K&f Growth Acquisition Corp. Ii • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2024 is made and entered into by and among K&F Growth Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), K&F Growth Acquisition LLC II, a Delaware limited liability company (the “Sponsor”), BTIG, LLC (the “Representative”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
K&F GROWTH ACQUISITION CORP. IIK&f Growth Acquisition Corp. Ii • October 31st, 2024 • Blank checks
