EX-10.3
TCGX Acquisition Corp. II
REGISTRATION RIGHTS AGREEMENT
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 5.2of this Agreement, a “Holder” and collectively the “Holders”).
RECITALS
WHEREAS, the Company has 2,500,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding;
WHEREAS, the Founder Shares are convertible into Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”), on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association;
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