0001213900-25-026507 Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2025 • Republic Digital Acquisition Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2025, is made and entered into by and among Republic Digital Acquisition Company, a Cayman Islands exempted company (the “Company”), Republic Sponsor 1 LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (the “Representative”) (the Sponsor and the Representative 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”).
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • April 1st, 2025 • Republic Digital Acquisition Co • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2025, by and between Republic Digital Acquisition Company, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 1st, 2025 • Republic Digital Acquisition Co • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2025 by and between Republic Digital Acquisition Company, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 1st, 2025 • Republic Digital Acquisition Co • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Republic Digital Acquisition Company, a Cayman Islands exempted company (the “Company”), and Republic Sponsor 1 LLC, a Delaware limited liability company (the “Purchaser”).
Republic Digital Acquisition Company New York, NY 10010Underwriting Agreement • April 1st, 2025 • Republic Digital Acquisition Co • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Republic Digital Acquisition Company, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration st
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 1st, 2025 • Republic Digital Acquisition Co • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ]th day of [ ], 2025, by and between Republic Digital Acquisition Company, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”).