0001104659-26-099825 Sample Contracts

7,500,000 Units Rainier Acquisition Corporation UNDERWRITING AGREEMENT
Underwriting Agreement • August 24th, 2026 • Rainier Acquisition Corp • Blank checks • New York
WARRANT AGREEMENT
Warrant Agreement • August 24th, 2026 • Rainier Acquisition Corp • Blank checks • New York

This agreement (“Agreement”) is made as of [·], 2026 between Rainier Acquisition Corporation, a Cayman Islands exempted company, with offices at 1 Penn Plaza, 48th floor, New York, NY 10119 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • August 24th, 2026 • Rainier Acquisition Corp • Blank checks

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026 by and between Rainier Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

Support Services Letter Agreement
Support Services Letter Agreement • August 24th, 2026 • Rainier Acquisition Corp • Blank checks

This support services letter agreement (the “Letter Agreement”) is entered into as of August 21, 2026, by and among Chardan Capital Markets LLC (“Chardan”), Rainier Acquisition Corporation (the “Company”), and Ravenna 7 LLC (the “Sponsor”).