0001213900-26-095969 Sample Contracts
FORM OF UNDERWRITING AGREEMENT between RainRock Acquisition Corp. and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC As Representative of the Underwriters Dated: [●], 2026 FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • September 1st, 2026 • RainRock Acquisition Corp. • Blank checks • New York
The undersigned, RainRock Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 1st, 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 • September 1st, 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 • September 1st, 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
RAINROCK ACQUISITION CORP.Securities Subscription Agreement • September 1st, 2026 • RainRock Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into as of December 12, 2025 by and between RainRock Acquisition Management LLC, a Delaware limited liability company (the “Subscriber” or “you”), and RainRock Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • September 1st, 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 Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Purchaser”).
INDEMNITY AGREEMENTIndemnification Agreement • September 1st, 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 • September 1st, 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”).
RAINROCK ACQUISITION CORP. Suite 1201 - 700, W Pender St Vancouver, BC, CanadaAdministrative Services Agreement • September 1st, 2026 • RainRock Acquisition Corp. • Blank checks
This letter of agreement by and between RainRock Acquisition Corp. (the “Company”) and RainRock Acquisition Management LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • September 1st, 2026 • RainRock Acquisition Corp. • Blank checks • New York
This Advisory Services Agreement (this “Agreement”) is entered into as of 15 April, 2026 by and between RainRock Acquisition Corp. (the “Company”), RainRock Acquisition Management LLC (the “Sponsor”) and Black Spade Advisory Inc. (the “Advisor”).