10,000,000 Units RANGE CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 27th, 2024 • Range Capital Acquisition Corp. • Blank checks • New York
Range Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (“EarlyBird” or 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 EarlyBird is listed on such Schedule A, any references to the Underwriters shall refer exclusively to EarlyBird), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2024 • Range Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of , 2024, by and among Range Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNITY AGREEMENTIndemnity Agreement • November 27th, 2024 • Range Capital Acquisition Corp. • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2024, by and between Range Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ________________ (“Indemnitee”).
EARLYBIRDCAPITAL, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • November 27th, 2024 • Range Capital Acquisition Corp. • Blank checks
RIGHTS AGREEMENTRights Agreement • November 27th, 2024 • Range Capital Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [•], 2024 between Range Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, (the “Rights Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 27th, 2024 • Range Capital Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __, 2024, by and between Range Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • November 27th, 2024 • Range Capital Acquisition Corp. • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of [ ], 2024 (the “Agreement”), by and among RANGE CAPITAL ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), RANGE CAPITAL ACQUISITION SPONSOR, LLC (the “Sponsor”), the shareholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such shareholders after the date hereof in accordance with the terms hereof being referred to as, the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (the “Escrow Agent”).
Range Capital Acquisition Corp.Subscription Agreement for Founder Shares • November 27th, 2024 • Range Capital Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer Range Capital Acquisition Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 4,312,500 ordinary shares (“Founder Shares”) of $0.0001 par value each in Range Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”). Up to 562,500 of the Founder Shares are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
Range Capital Acquisition Corp. Cold Spring Harbor New York 11724 EarlyBirdCapital, Inc. New York, New York 10017Underwriting Agreement • November 27th, 2024 • Range Capital Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Range Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share, par value $0.0001 per share (the “Ordinary Share(s)”) and one right entitling the holder thereof to receive 1/10th of one Ordinary Share upon the completion of an initial business combination (each, a “Right”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
EARLYBIRDCAPITAL, INC. New York, New York 10017Advisory Agreement • November 27th, 2024 • Range Capital Acquisition Corp. • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Range Capital Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company’s merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-______) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
RANGE CAPITAL ACQUISITION CORP.Administrative Support Agreement • November 27th, 2024 • Range Capital Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Range Capital Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Range Capital Acquisition Sponsor, LLC (the “Sponsor”) shall make available, or cause to be made available, to the Company certain utilities and administrative support as may be reasonably required by the Company from time to time, situated at 44 Main Street, Cold Spring Harbor, NY 11724 (or any successor location). In exchange therefor, the Company shall pay the Sponsor the sum of $10,000 per month on the Effective Date and continuing monthly thereaf
