Browse EX-10 agreements

RAINROCK ACQUISITION CORP.

Suite 1201 - 700, W Pender St

Vancouver, BC, Canada

[_], 2026

Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter of agreement by and between RainRock Acquisition Corp. (the “Company”) and RainRock Acquisition Management 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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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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

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REGISTRATION RIGHTS AGREEMENT

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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

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RAINROCK ACQUISITION CORP.

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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

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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”).

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[●], 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

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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

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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;

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INDEMNITY AGREEMENT

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

Between:

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(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:

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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

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FINANCING AGREEMENT

Dated as of March 31, 2023

Among

EIFFEL MEMBER B, LLC

a Delaware limited liability company

(as a Borrower)

and

PARIS FARM SOLAR, LLC

a Delaware limited liability company

(as a Borrower)

and

MUFG BANK, LTD.

(as Coordinating Lead Arranger and Administrative Agent)

and

DELAWARE TRUST COMPANY

(as Collateral Agent and Depositary)

and

CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH

(as Joint Lead Arranger)

and

FIFTH THIRD BANK, NATIONAL ASSOCIATION

(as Joint Lead Arranger)

and

SOCIÉTÉ GÉNÉRALE

(as Joint Lead Arranger)

and

THE LENDERS PARTY HERETO FROM TIME TO TIME

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Table of Contents

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IP Assignment and Licence

THIS AGREEMENT is dated 30 September 2021

PARTIES:

(1)SB ENERGY PRIVATE LIMITED (formerly SB Solar Services Private Limited), a company incorporated and registered in India with registered number CIN: U74140DL2015PTC283928 whose registered office is at 1st Floor, Worldmark-2, Asset Area-8, Aerocity, NH-8, New Delhi-110037 (“SB Energy India”);

(2)SB ENERGY HOLDINGS LIMITED], a company incorporated in England and Wales (registered number 09635024) whose registered office is at 69 Grosvenor Street, London, United Kingdom, W1K 3JP (“SB Energy”); and

(3)SB ENERGY DEVCO (US), INC., a corporation incorporated and registered in Delaware with company number 7232846 whose registered office is at Corporation Trust Center, 1209 Orange St, Wilmington, New Castle, DE 19801 (“SB Energy US”),

(each a “Party” and, together, the “Parties”).

BACKGROUND

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