RXR Acquisition Corp. 625 RXR Plaza Uniondale, NY 11556RXR Acquisition Corp. • February 12th, 2021 • Blank checks • New York
RXR Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer RXR Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 7,187,500 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 937,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class B Common Stock, $0.0001 par value per share, and the Company’s Class A common stock, par value $0.0001 (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will convert into shares of Class A Common Stock on a one-for-
