RainRock Acquisition Corp. Units · RRCKU

EX-4.1 5 ea027126602ex4-1.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 NUMBER UNITS ───────────────────── U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [_] RAINROCK ACQUISITION CORP. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE SHARE RIGHT, EACH SHARE RIGHT ENTITLING THE HOLDER TO RECEIVE ONE TENTH OF ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units of RainRock Acquisition Corp., a Cayman Islands exempted company (the “Company”), transferrable on th…

S-1 · 2026-09-01 · 0001213900-26-095969

EX-4.2 6 ea027126602ex4-2.htm SPECIMEN ORDINARY SHARE CERTIFICATE Exhibit 4.2 [Form of Class A Ordinary Share Certificate] NUMBER NUMBER C-SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [_] RAINROCK ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that ____________________ is the owner of ________________________ FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF PAR VALUE $0.0001 EA…

S-1 · 2026-09-01 · 0001213900-26-095969

EX-4.3 7 ea027126602ex4-3.htm SPECIMEN SHARE RIGHTS CERTIFICATE Exhibit 4.3 NUMBER RIGHTS ───────────────────────── ________R RAINROCK ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [_] THIS CERTIFIES THAT, for value received _____________is the registered holder of a right or rights (the “Share Right” or “Share Rights,” respectively) to receive one-tenth of one Class A ordinary share, par value $0.0001 per sh…

S-1 · 2026-09-01 · 0001213900-26-095969

EX-4.4 8 ea027126602ex4-4.htm FORM OF SHARE RIGHTS AGREEMENT BETWEEN ODYSSEY TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 SHARE RIGHTS AGREEMENT This Share Rights Agreement (this “Agreement”) is made as of [●], 2026 between RainRock Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company (the “Share Rights Agent”). WHEREAS, the Company has entered into an agreement with Cohen & Company Capital Markets, a division of Cohen & C…

S-1 · 2026-09-01 · 0001213900-26-095969

EX-99.1 23 ea027126602ex99-1.htm AUDIT COMMITTEE CHARTER Exhibit 99.1 RainRock Acquisition Corp. AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of RainRock Acquisition Corp., a Cayman Islands exempted company (the “Company”), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the financial statements and other financial information provided by the Compa…

S-1 · 2026-09-01 · 0001213900-26-095969

EX-99.2 24 ea027126602ex99-2.htm COMPENSATION COMMITTEE CHARTER Exhibit 99.2 RainRock Acquisition Corp. COMPENSATION COMMITTEE CHARTER Purpose ─────────── The Compensation Committee (the “Committee”) of the Board of Directors of RainRock Acquisition Corp., a Cayman Islands exempted company (the “Company”), shall have responsibility for the compensation of the Company’s executive officers, including the Company’s Chief Executive Officer (the “CEO”), and for incentive compensation, equi…

S-1 · 2026-09-01 · 0001213900-26-095969