15,000,000 Units MOUNT RAINIER ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • September 27th, 2021 • Mount Rainier Acquisition Corp. • Blank checks • New York
Mount Rainier Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (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”), and with The Benchmark Company, LLC acting as the qualified independent underwriter (the “QIU”), as follows:
WARRANT AGREEMENTWarrant Agreement • September 27th, 2021 • Mount Rainier Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Mount Rainier Acquisition Corp. a Delaware corporation, with offices at 256 W. 38th Street, 15th Floor, New York, NY 10018 (“Company”), and American Stock Transfer & Trust Company, LLC, a New York limited purpose trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219, as warrant agent (“Warrant Agent”). |
ContractRegistration Rights Agreement • September 27th, 2021 • Mount Rainier Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [●] day of ______, 2021, by and among MOUNT RAINIER ACQUISITION CORP., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Mount Rainier Acquisition Corp New York, NY 10018 New York, NY 10022Letter Agreement • September 27th, 2021 • Mount Rainier 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 Mount Rainier Acquisition Corp., a Delaware corporation (the “Company”), and A.G.P./Alliance Global Partners, as representative (the “Representative”), of the several underwriters (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 15,000,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each warrant (each, a “Warrant”) entitles the holder thereof to purchase three-fourths of a share of Common Stock at a price of $11.50 per whole share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a r
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 27th, 2021 • Mount Rainier Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Mount Rainier Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC , a New York limited liability trust company (the “Trustee”).
PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • September 27th, 2021 • Mount Rainier Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the _____ day of ______, 2021, by and between Mount Rainier Acquisition Corp., a Delaware corporation (the “Company”), DC RAINIER SPV LLC, a Delaware limited liability company, and the undersigned parties listed under “Subscriber” on the signature page hereto (each a “Subscriber” and collectively, the “Subscriber”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • September 27th, 2021 • Mount Rainier Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of [●], 2021 (“Agreement”), by and among MOUNT RAINIER ACQUISITION CORP., a Delaware corporation (“Company”) and the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (“Escrow Agent”).
Mount Rainier Acquisition Corp.Letter Agreement • September 27th, 2021 • Mount Rainier Acquisition Corp. • Blank checks • New York
This letter agreement by and between Mount Rainier Acquisition Corp., a Delaware corporation (the “Company”) and Dominion Capital LLC, a Delaware limited liability company (“DC LLC”) 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 (Registration No. 333-[ ]) and related 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 (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
