10,000,000 Units RF ACQUISITION CORP II UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2024 • RF Acquisition Corp II • Blank checks • New York
RF Acquisition Corp II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (“EarlyBird” 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 EarlyBird is listed on such Schedule A, any references to the Underwriters shall refer exclusively to EarlyBird), as follows:
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • May 22nd, 2024 • RF Acquisition Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of May 16, 2024 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and RF Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., a New York corporation (the “Purchaser”).
RIGHTS AGREEMENTRights Agreement • May 22nd, 2024 • RF Acquisition Corp II • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of May 16, 2024 between RF Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, (the “Rights Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 22nd, 2024 • RF Acquisition Corp II • Blank checks
EARLYBIRDCAPITAL, INC. New York, New York 10017 May 16, 2024RF Acquisition Corp II • May 22nd, 2024 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby RF Acquisition Corp II, a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company’s merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-277810) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2024 • RF Acquisition Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 16, 2024, is made and entered into by and among RF Acquisition Corp II, a Cayman Islands exempted company (the “Company”), Alfa 24 Limited, a Cayman Islands limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and EBC 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”).
RF Acquisition Corp II Singapore 238164 EarlyBirdCapital, Inc. New York, NY 10017Letter Agreement • May 22nd, 2024 • RF 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 between RF Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Shares”), and one right (each, a “Right”). Each Right entitles the holder to receive one-twentieth of one Share upon the completion of an initial Business Combination. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “P
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 22nd, 2024 • RF Acquisition Corp II • Blank checks • New York
This agreement, made and entered into effective as of May 16, 2024 (“Agreement”), by and between RF Acquisition Corp II, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • May 22nd, 2024 • RF Acquisition Corp II • Blank checks • New York
This Securities Escrow Agreement, dated as of May 16, 2024 (“Agreement”), by and among RF Acquisition Corp II, a Cayman Islands exempted company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
RF Acquisition Corp II Singapore 238164Letter Agreement • May 22nd, 2024 • RF Acquisition Corp II • Blank checks
This letter agreement (this “Agreement”) by and between RF Acquisition Corp II (the “Company”) and Alfa 24 Limited (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Stock Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
