REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2021 • Rocket Internet Growth Opportunities Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 22, 2021, is made and entered into by and among Rocket Internet Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”), Rocket Internet Growth Opportunities Sponsor GmbH, a German limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, 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, a “Holder” and collectively the “Holders”).
Rocket Internet Growth Opportunities Corp.Rocket Internet Growth Opportunities Corp. • February 9th, 2021 • New York
This agreement (the “Agreement”) is entered into on February 1, 2021 by and between Rocket Internet Growth Opportunities Sponsor GmbH, a limited liability company incorporated in Germany with registered number HRB 224863 B (the “Subscriber” or “you”), and Rocket Internet Growth Opportunities Corp., a Cayman Islands exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 7,187,500 Class B ordinary shares of $0.0001 par value per share (the “Shares”), up to 937,500 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 WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 25th, 2021 • Rocket Internet Growth Opportunities Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 22, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Rocket Internet Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Rocket Internet Growth Opportunities Sponsor GmbH, a German limited liability company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 11th, 2021 • Rocket Internet Growth Opportunities Corp. • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [__________], 2021, by and between Rocket Internet Growth Opportunities Corp., a Cayman Islands exempted corporation, (the “Company”), and __________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • March 25th, 2021 • Rocket Internet Growth Opportunities Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 22, 2021, is by and between Rocket Internet Growth Opportunities 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”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 11th, 2021 • Rocket Internet Growth Opportunities Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [__________], 2021 by and between Rocket Internet Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Rocket Internet Growth Opportunities Corp. Boundary Hall Cricket Square Grand Cayman, KY1-1102 Cayman Islands Re: Initial Public Offering Ladies and Gentlemen:Rocket Internet Growth Opportunities Corp. • March 25th, 2021 • 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 Rocket Internet Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. (the “Underwriter”), 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 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statemen
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 25th, 2021 • Rocket Internet Growth Opportunities Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 22, 2021 by and between Rocket Internet Growth Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Rocket Internet Growth Opportunities Corp. 25,000,000 Units Underwriting AgreementRocket Internet Growth Opportunities Corp. • March 11th, 2021 • Blank checks • New York
Rocket Internet Growth Opportunities 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 Underwriter named in Schedule I hereto 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 elects to purchase pursuant to Section 2 hereof being hereinafter called the “Units”).
ROCKET INTERNET GROWTH OPPORTUNITIES CORP. Boundary Hall Cricket Square Grand Cayman KY1-1102 Cayman IslandsLetter Agreement • March 25th, 2021 • Rocket Internet Growth Opportunities Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Rocket Internet Growth Opportunities Corp. (the “Company”) and Rocket Internet Growth Opportunities Sponsor GmbH (the “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 New York Stock Exchange (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 or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Rocket Internet Growth Opportunities Corp. 25,000,000 Units Underwriting AgreementUnderwriting Agreement • March 25th, 2021 • Rocket Internet Growth Opportunities Corp. • Blank checks • New York
Rocket Internet Growth Opportunities 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 Underwriter named in Schedule I hereto 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 elects to purchase pursuant to Section 2 hereof being hereinafter called the “Units”).
