Exhibit 10.2

   

  

  INVESTMENT MANAGEMENT TRUST AGREEMENT

   

  This Investment Management Trust Agreement (this “Agreement”)


      is made effective as of March 19, 2021 by and between KKR Acquisition Holdings I Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).

   

  WHEREAS, the Company’s registration statements on Form S-1, File Nos.
      333-252741 and 333-254374 (collectively, 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 Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock (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;

   

  WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting


          Agreement”) with Citigroup Global Markets Inc. as representative (the “Representative”) of the several underwriters (the “Underwriters”) named therein;

   

  WHEREAS, as described in the Prospectus, $1,200,000,000 of the proceeds
      of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $1,380,000,000, 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”);

   

  WHEREAS, pursuant to the Underwriting Agreement, a portion of the
      Property equal to $42,000,000, or $48,300,000 if the Underwriters’ over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters upon and
      concurrently with the consummation of the Business Combination (as defined below) (the “Deferred Discount”); 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) in the United States,
      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;

   

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

   

  (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 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 complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be
      released to the Company 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) 24 months after the closing of the Offering 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 not previously released to the Company to pay its franchise and income
      taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date;

   

  
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  (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, 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, including any
      franchise tax obligations, 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, as applicable; 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, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided, further, that if the
      tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill from the State of Delaware for the Company (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, 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 (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business
      Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of
      incorporation or (ii) with respect to any other material provision relating to stockholders’ rights or pre-initial Business Combination activity; and

   

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

   

  

  
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  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 Company shall have the right to conduct and manage the
      defense against such Indemnified Claim; provided that the Company shall obtain the consent of the Trustee with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Company may not agree to settle any Indemnified
      Claim without the prior written consent of the Trustee, which such consent shall not be unreasonably withheld. The Trustee 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 the closing of the Business Combination (defined below). The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. 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;

   

  
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  (f)                Unless otherwise agreed among the Company and the Representative, ensure
      that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative
      on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person;

   

  (g)               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; and

   

  (h)               Within five (5) business days after the Representative, on behalf of the
      Underwriters, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.

   

  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;

   

  (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;

   

  
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  (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, franchise and income 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 by the Company 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 (which section may not be amended under any circumstances) and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
      shall terminate except with respect to Section 2(b) and Section 4.

   

  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 may 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. The Trustee shall maintain appropriate technical and
      organizational protections, safeguards and security measures that are consistent with industry standard for parties performing services comparable to the services being provided by Trustee under this Agreement, including but not limited to (x)
      protecting the security, integrity and accurate distribution of the funds of the Trust Account, and (y) protecting against unauthorized use, disclosure or destruction of or access to confidential information of the Company that is obtained by Trustee
      in connection with this Agreement. Such protections, safeguards and security measures shall include, without limitation, the maintenance of and compliance with policies and procedures, and technical, physical and administrative safeguards, designed
      to (i) ensure the security and confidentiality of the Company’s confidential information, (ii) protect against anticipated threats or hazards to the security or integrity of the Company’s confidential information, (iii) protect against any
      unauthorized access to or use of the Company’s confidential information, and (iv) ensure the appropriate disposal of the Company’s confidential information. The Trustee shall maintain procedures for account verification designed to ensure the proper
      distribution of funds from the Trust Account (which shall include, at a minimum, a telephone call to verify the account information, payment information and the receipt of such payment). Without limiting the foregoing, in the event the Trustee is
      requested to change the account to which funds from the Trust Account should be directed, the Trustee shall use reasonable best efforts to verify the veracity of the change in account information (which shall include, at a minimum, a telephone call
      to verify the changes in account information). 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.

   

  
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  (c)               This Agreement contains the entire agreement and understanding of the parties
      hereto with respect to the subject matter 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 (i) 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 (or any successor rule), who hold sixty-five percent (65%)
      or more of all then outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a single class, have voted in favor of such change, amendment or modification, or (ii) the Company’s
      stockholders of record as of the record date who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a single class, have
      delivered to the Trustee a signed writing approving such change, amendment or modification. No such amendment will affect any Public Stockholder who has otherwise indicated his, her or its election to redeem his, her or its shares of Common Stock in
      connection with a stockholder vote sought to amend this Agreement, including a corresponding change to 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.

   

  (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, NY 10004 

  Attn: Francis Wolf and Celeste Gonzalez 

  Email: fwolf@continentalstock.com 

  cgonzalez@continentalstock.com

   

  
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  if to the Company, to:

   

  KKR Acquisition Holdings I Corp. 

  30 Hudson Yards, Suite 7500 

  New York, NY 10001 

  Attn: General Counsel 

  Email: general.counsel@kkr.com

   

  in each case, with copies, which shall not constitute notice, to:

   

  Ropes & Gray LLP 

  1211 Avenue of the Americas New York, NY 10036 

  Attn: Paul Tropp and Christopher Capuzzi 

  Email: paul.tropp@ropesgray.com, christopher.capuzzi@ropesgray.com

   

  and

   

  Citigroup Global Markets Inc.

    388 Greenwich Street

    New York, NY 10013 

  Attn: Pavan Bellur

    Email: pavan.bellur@citi.com 

  and

   

  Simpson Thacher & Bartlett LLP 

  425 Lexington Avenue 

  New York, NY 10017 

  Attn: Joseph Kaufman 

  E-mail: jkaufman@stblaw.com 

  and

   

  Davis Polk & Wardwell LLP 

  450 Lexington Avenue 

  New York, NY 10017 

  Attn: Derek J. Dostal 

  Email:derek.dostal@davispolk.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:	/s/ Francis Wolf 

          
	 	Name:	Francis Wolf 

          
	 	Title:	Vice President 

          
	 	 	 
	 	KKR ACQUISITION HOLDINGS I CORP.
	 	 	 
	 	By:	/s/ Glenn Murphy 

          
	 	Name:	Glenn Murphy 

          
	 	Title:	Executive Chairman and Chief Executive Officer 

          


  

   

  
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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	$	 3,500.00
	Trustee administration fee	First year, initial closing of Offering by wire
            transfer, thereafter on the anniversary of the effective date of the Offering by wire transfer or check	$	 10,000.00
	Transaction processing fee for disbursements to
            Company under Sections 1(i) and 1(j)	Billed to Company following disbursement made to
            Company under Section 1	$	 250.00
	Paying Agent services as required pursuant to
            Sections 1(i) and 1(k)	Billed to Company upon delivery of service pursuant
            to Sections 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 and Celeste Gonzalez

   

  Re:  Trust Account - Termination Letter

   

  Mr. Wolf and Ms. Gonzalez:

   

  Pursuant to Section 1(i) of the Investment Management Trust Agreement
      between KKR Acquisition Holdings I Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (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 the Target Business (the “Business Combination”) on or about [insert date]. The Company
      shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date 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 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
      Operating Account at JP Morgan Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the
      Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or
      dividends.

   

  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 substantially 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 of the Chief Executive Officer, 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 joint written instruction signed by the
      Company and the Representative 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 and payment of the Deferred Discount to
      the Representative from the Trust Account (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.

   

  
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  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.

   

  

  	 	Very truly yours,
	 	 	 
	 	KKR Acquisition Holdings I Corp.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


  

   

  cc: Citigroup Global Markets Inc.

   

  
    -14- 

    
      
 

  

   

  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 and Celeste Gonzalez

   

  Re:  Trust Account - Termination Letter

   

  Mr. Wolf and Ms. Gonzalez:

   

  Pursuant to Section 1(i) of the Investment Management Trust Agreement
      between KKR Acquisition Holdings I Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), this is to advise you that the
      Company did not 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 Account and 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 [
      ____________________, 20_]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 Company’s
      amended and restated certificate of incorporation. 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,
	 	 	 
	 	KKR Acquisition Holdings I Corp.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


  

   

  cc: Citigroup Global Markets Inc. 

   

  


   

  1 24 months
      from the closing of the Offering or at a later date, if extended.

   

  
    -15- 

    
      
 

  

   

  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 and Celeste Gonzalez

   

  Re:  Trust Account - Withdrawal Instruction

   

  Mr. Wolf and Ms. Gonzalez:

   

  Pursuant to Section 1(j) of the Investment Management Trust Agreement
      between KKR Acquisition Holdings I Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (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,
	 	 	 
	 	KKR Acquisition Holdings I Corp.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


    

  cc: Citigroup Global Markets Inc.

   

  
    -16- 

    
      
 

  

   

  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 and Celeste Gonzalez

   

  Re: Trust Account - Stockholder Redemption Withdrawal Instruction

   

  Mr. Wolf and Ms. Gonzalez:

   

  Pursuant to Section 1(k) of the Investment Management Trust Agreement
      between KKR Acquisition Holdings I Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (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 for distribution to the Public
      Stockholders who have requested redemption of their shares of Common Stock. 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 (i) modify the substance or timing of
      the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination within the time
      period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other material provision 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.

   

  

  	 	Very truly yours,
	 	 	 
	 	KKR Acquisition Holdings I Corp.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


  

   

  cc: Citigroup Global Markets Inc.

   

  -17-