0001213900-26-002414 Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2026 • RainRock Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and between RainRock Acquisition Corp., a Cayman Islands exempted company (the “Company”), RainRock Acquisition Management LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”) and the undersigned parties listed under Holders on the signature page hereto (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 8th, 2026 • RainRock Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between RainRock Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company(the “Trustee”).
RainRock Acquisition Corp.Underwriting Agreement • January 8th, 2026 • RainRock Acquisition Corp. • 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 RainRock Acquisition Corp., a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 15,000,000 of the Company’s units (including up to 2,250,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value US$0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right (each right, a “Share Right”). Each Share Right entitles the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination. The Units shall be sold i
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • January 8th, 2026 • RainRock Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between RainRock Acquisition Corp., a Cayman Islands exempted company (the “Company”), and RainRock Acquisition Management LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnification Agreement • January 8th, 2026 • RainRock Acquisition Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of the date hereof, among the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
SHARE RIGHTS AGREEMENTShare Rights Agreement • January 8th, 2026 • RainRock Acquisition Corp. • Blank checks • New York
This Share Rights Agreement (this “Agreement”) is made as of [●], 2026 between RainRock Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company (the “Share Rights Agent”).