REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 19th, 2021 • Rigel Resource Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_____], 2021, is made and entered into by and among Rigel Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Rigel Resource Acquisition Holding LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties listed on the signature page hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
WARRANT AGREEMENT RIGEL RESOURCE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • October 19th, 2021 • Rigel Resource Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Rigel Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
Rigel Resource Acquisition Corp. New York, NY 10018 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 19th, 2021 • Rigel Resource Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Rigel Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC, as the representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant t
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 19th, 2021 • Rigel Resource Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Rigel Resource Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INDEMNITY AGREEMENTIndemnity Agreement • October 19th, 2021 • Rigel Resource Acquisition Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of any letter agreement to be entered into between the Company, Indemnitee and other parties thereto in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 19th, 2021 • Rigel Resource Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [•], 2021, by and between Rigel Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Orion Mine Finance Fund III LP, a Cayman Islands exempted limited partnership (together with its permitted assignees, the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 19th, 2021 • Rigel Resource Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Rigel Resource Acquisition Corp, a Cayman Islands exempted company (the “Company”), Rigel Resource Acquisition Holding LLC, a Cayman Islands limited liability company (the “Sponsor”), Nathanael Abebe, Christine Coignard, Kelvin Dushnisky and L. Peter O’Hagan, (collectively, with the Sponsor, the “Purchasers” and each, a “Purchaser”).
RIGEL RESOURCE ACQUISITION CORP 25,000,000 Units Underwriting AgreementUnderwriting Agreement • October 19th, 2021 • Rigel Resource Acquisition Corp. • Blank checks • New York
Rigel Resource Acquisition Corp, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Goldman Sachs & Co. LLC (the “Underwriter”) an aggregate of 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriter, up to 3,750,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriter elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
Rigel Resource Acquisition Corp. 7 Bryant ParkAdministrative Services Agreement • October 19th, 2021 • Rigel Resource Acquisition Corp. • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Rigel Resource Acquisition Corp. (the “Company”) and Rigel Resource Acquisition Holding LLC (the “Provider”), 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 New York Stock Exchange (the “Listing Date”) 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 on Form S-1 (File No. 333-[●]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company certain administrative and support services as may be reasonably requested by the Company. In exchange therefor, the Company shall pay the Provider the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the
