10,000,000 Units RF ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 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:
RF Acquisition Corp. Singapore 238164Securities Subscription Agreement • March 15th, 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 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 • March 15th, 2022 • RF Acquisition Corp. • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 15th, 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”).
WARRANT AGREEMENTWarrant Agreement • March 15th, 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 15th, 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”).
RF Acquisition Corp. Singapore 238164Underwriting Agreement • March 15th, 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 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 Offering pu
RIGHTS AGREEMENTRights Agreement • March 15th, 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”).
