0001193125-26-402977 Sample Contracts
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 25th, 2026 • TCGX Acquisition Corp. II
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026, by and between TCGX Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 25th, 2026 • TCGX Acquisition Corp. II • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of , 2026, by and between TCGX Acquisition Corp. II, an exempted company under the laws of the Cayman Islands (the “Company”), and TCG Crossover Fund III, LP, a Delaware limited partnership (the “Purchaser”).
10,000,000 Class A Ordinary Shares TCGX Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2026 • TCGX Acquisition Corp. II • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 25th, 2026 • TCGX Acquisition Corp. II • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2026, is made and entered into by and among TCGX Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), TCGX Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), TCG Crossover Fund III, LP, a Delaware limited partnership (the “Fund”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Fund 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”).
TCGX Acquisition Corp. II Palo Alto, California 94301 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 25th, 2026 • TCGX Acquisition Corp. II
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between TCGX Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Guggenheim Securities, LLC, 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 10,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”). The Class A Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Class A Ordinary Shares listed on The Nasdaq Capital Market. Certain capitalized terms used herein are defined in
TCGX Acquisition Corp. II 245 Lytton Ave., Suite 350 Palo Alto, California 94301Securities Subscription Agreement • September 25th, 2026 • TCGX Acquisition Corp. II • New York
TCGX Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer TCGX Sponsor II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 2,156,250 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 281,250 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of Class A ordinary shares of the Company, $0.0001 par value per share (the “Class A Ordinary Shares”), 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 A Ordinary Shares and the Class B Ordinary Shares. Pursuant to the Company’s memorandum and articles of association (the “Articles”), Class B Ordinary Shares will convert into Class A Ordinary Shares on a one-for-one basi
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • September 25th, 2026 • TCGX Acquisition Corp. II • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of , 2026, (as it may from time to time be amended, this “Agreement”), is entered into by and between TCGX Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and TCGX Sponsor II, LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • September 25th, 2026 • TCGX Acquisition Corp. II • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2026, by and between TCGX Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”).