10,000,000 Units RF ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2022 • RF Acquisition Corp. • Blank checks • New York
RF Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (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”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2022 • RF Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among RF Acquisition Corp., a Delaware corporation (the “Company”), RF Dynamic LLC, a Delaware limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, EBC 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”).
RF Acquisition Corp. Singapore 238164Securities Subscription Agreement • January 25th, 2022 • RF Acquisition Corp. • Blank checks • New York
RF Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”), is pleased to accept the offer made by RF Dynamic LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 2,875,000 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share , up to 375,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each unit comprised of one share of Class A common stock, one-half of one redeemable warrant, and one right to purchase one-tenth (1/10) of one share of Class A common stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 25th, 2022 • RF Acquisition Corp. • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 25th, 2022 • RF Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between RF Acquisition Corp., a Delaware corporation (the “Company”), and RF Dynamic LLC, a Delaware limited liability company (the “Purchaser”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Advisory Agreement • January 25th, 2022 • RF Acquisition Corp. • Blank checks • New York
This is to confirm our agreement whereby RF Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other 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. 333-261765) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
RF Acquisition Corp. Singapore 238164Underwriting Agreement • January 25th, 2022 • RF 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 RF Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), one-half of one redeemable warrant, and one right to receive one-tenth of one share of Class A Common Stock (“Right”). Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock 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
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 25th, 2022 • RF Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between RF Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. (the “Purchaser”).
RIGHTS AGREEMENTRights Agreement • January 25th, 2022 • RF Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2022 between RF Acquisition Corp., a Delaware corporation, with offices at 111 Somerset, #05-06, Singapore 238164 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, (the “Rights Agent”).
WARRANT AGREEMENTWarrant Agreement • January 25th, 2022 • RF Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of [●], 2022 between RF Acquisition Corp., a Delaware corporation, with offices at 111 Somerset, #05-06, Singapore 238164 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
RF ACQUISITION CORP. Singapore 238164Administrative Services Agreement • January 25th, 2022 • RF Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between RF Acquisition Corp. (the “Company”) and RF Dynamic 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 or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
