Browse EX-10 agreements

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between RainRock Acquisition Corp., a Cayman Islands exempted company (the “Company”), and RainRock Acquisition Management LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File No. 333-[_], under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser has agreed to purchase an aggregate of 425,000 units (whether or not t

…

** **

REGISTRATION RIGHTS AGREEMENT

** **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and between RainRock Acquisition Corp., a Cayman Islands exempted company (the “Company”), RainRock Acquisition Management LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”) and the undersigned parties listed under Holders on the signature page hereto (the Sponsor and the Representative together with 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”).

RECITALS

** **

…

RAINROCK ACQUISITION CORP.

** **

RainRock Acquisition Management LLC

	RE:	Securities Subscription Agreement

Ladies and Gentlemen:

This agreement (the “Agreement”) is entered into as of December 12, 2025 by and between RainRock Acquisition Management LLC,* *a Delaware limited liability company (the “Subscriber” or “you”), and RainRock Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements reg

…

ADVISORY SERVICES AGREEMENT

This Advisory Services Agreement (this “Agreement”) is entered into as of 15 April, 2026 by and between RainRock Acquisition Corp. (the “Company”), RainRock Acquisition Management LLC (the “Sponsor”) and Black Spade Advisory Inc. (the “Advisor”).

RECITALS

WHEREAS, the Sponsor was formed for the purposes of acting as the sponsor of the Company, a special purpose acquisition company incorporated as an exempted company with limited liability in the Cayman Islands.

WHEREAS, the Company entered into that certain Securities Subscription Agreement, dated as of December 12, 2025, pursuant to which the Company issued 5,750,000 Class B ordinary shares, par value US$0.0001 each (the “Shares”), to the Sponsor at an aggregate purchase price of US$25,000.00. Up to 750,000 Shares are subject to forfeiture to the extent the underwriters in connection with the Company’s initial public offering exercise their over-allotment option (the “Over-Allotment Option”).

…

[●], 2026

RainRock Acquisition Corp.

Suite 1201 - 700, W Pender St

Vancouver, BC, Canada

	Re:	Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among RainRock Acquisition Corp., a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 15,000,000 of the Company’s units (including up to 2,250,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value US$0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right (each right, a “Share Right”). Each

…

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

	PROMISSORY NOTE
Principal Amount: $300,000		Dated as of December 12, 2025

…

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between RainRock Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company(the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-[_]) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

…

** **

INDEMNITY AGREEMENT

** **

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _______________, 2025.

Between:

** **

(1)	RAINROCK ACQUISITION CORP., an exempted company incorporated under the laws of the Cayman Islands, Suite 1201 - 700, W Pender St, Vancouver, BC, Canada (the “Company”); and

(2)	[●] (“Indemnitee”).

Whereas:

** **

…

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between RainRock Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File No. 333-[_], under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser has agreed to purchase an aggregate of 150,000 units (or 17

…

Employment AGREEMENT

This Employment Agreement (“Agreement”) is made between Invivyd, Inc., a Delaware corporation (the “Company”), and Marc Elia (“Executive”), this 30th day of August, 2026.

WHEREAS, the Company desires to employ Executive in the role of Chief Executive Officer, providing Executive with certain compensation and benefits in return for such full-time employment services, and Executive desires to accept such full-time employment and provide personal services to the Company in return for certain compensation and benefits set forth below;

WHEREAS, the Company and Executive desire for this Agreement to be effective as of August 30, 2026 (the “Effective Date”); and

WHEREAS, as a condition of employment, Executive agrees to enter into an Employee Proprietary Information and Inventions Assignment Agreement in a form acceptable to the Company (a “PIIA Agreement”) on or before the Effective Date.

…

REGIS CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

(Nonemployee Director)

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of ___________ __, 20__ (the “Grant Date”), is between Regis Corporation, a Minnesota corporation (the “Company”), and ___________, a nonemployee director of the Company (the “Director”).

WHEREAS, the Company desires to compensate the Director for service on the Board by granting the Director an award of Restricted Stock Units which afford the Director an opportunity to receive shares of the Company's Common Stock under the Regis Corporation Amended and Restated 2018 Long Term Incentive Plan (as may be amended from time to time, the “Plan”); and

WHEREAS, the Committee has duly made all determinations necessary or appropriate for the grant of the Restricted Stock Units hereunder (the “Award”).

…

REGIS CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of ___________ __, 20__ (the “Grant Date”), is between Regis Corporation, a Minnesota corporation (the “Company”), and ___________ (the “Participant”).

WHEREAS, the Participant is a valued and trusted employee of the Company and the Company desires to grant the Participant an award of Restricted Stock Units which afford the Participant an opportunity to receive shares of the Company's Common Stock under the Regis Corporation Amended and Restated 2018 Long Term Incentive Plan (as may be amended from time to time, the “Plan”); and

WHEREAS, the Committee has duly made all determinations necessary or appropriate for the grant of the Restricted Stock Units hereunder (the “Award”).

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto have agreed, and do hereby agree, as follows:

1.Definitions.

…