0001104659-26-103228 Sample Contracts
7,500,000 Units Rainier Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • August 28th, 2026 • Rainier Acquisition Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 28th, 2026 • Rainier Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 26, 2026, is made and entered into by and among Rainier Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Ravenna 7 LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page (each such party, together with 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”).
WARRANT AGREEMENTWarrant Agreement • August 28th, 2026 • Rainier Acquisition Corp • Blank checks • New York
This agreement (“Agreement”) is made as of August 26, 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 AGREEMENTInvestment Management Trust Agreement • August 28th, 2026 • Rainier Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 26, 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”).
August 26, 2026 Rainier Acquisition CorporationUnderwriting Agreement • August 28th, 2026 • Rainier Acquisition Corp • Blank checks
PRIVATE PLACEMENT UNIT PURCHASE AGREEMENTPrivate Placement Unit Purchase Agreement • August 28th, 2026 • Rainier Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of August 26, 2026, is entered into by and between Rainier Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Ravenna 7 LLC, a Delaware limited liability company (the “Purchaser”).