Subscription Agreement between EarlyBirdCapital, Inc. and Range Capital Acquisition Corp. dated August 27, 2024
EarlyBirdCapital, Inc. agrees to purchase 400,000 ordinary shares of Range Capital Acquisition Corp. for a total of $2,318.84. The shares are being acquired for investment purposes by EarlyBirdCapital and its designees, who confirm they are accredited investors and will not sell or transfer the shares for at least 180 days after the company's IPO, in compliance with securities regulations. The agreement is governed by New York law and outlines the issuance of shares to specific designees listed in an attached schedule.
Exhibit 10.2
EARLYBIRDCAPITAL, INC.
SUBSCRIPTION AGREEMENT
As of August 27, 2024
Range Capital Acquisition Corp.
44 Main Street
Cold Spring Harbor, NY 11724
Attention: Timothy J. Rotolo, Chief Executive Officer
Dear Sirs:
The undersigned and/or its designees hereby offer to purchase and subscribe for an aggregate of 400,000 ordinary shares (“Shares”), par value $0.0001 per share, of Range Capital Acquisition Corp. (“Company”) for an aggregate purchase price, and total consideration, of $2,318.84 (or $0.0057971 per share). The Company agrees to issue the Shares in the name and the amount of each of the designees of the undersigned, pursuant to Schedule A, attached hereto.
The undersigned and/or its designees represent and warrant that they have been advised that the Shares have not been registered under the Securities Act; that they are acquiring the Shares for their account for investment purposes only; that they have no present intention of selling or otherwise disposing of the Shares in violation of the securities laws of the United States; that they are “accredited investors” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended; that pursuant to FINRA Rule 5110, the Shares will be subject to a 180-day lock-up period commencing on the effective date of the registration statement relating to the Company’s initial public offering, and shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of such Shares in compliance with FINRA Rule 5110(e)(1) until the consummation of an initial business combination; and that they are familiar with the proposed business, management, financial condition and affairs of the Company..
This Letter shall be construed in accordance with and governed by the laws of the State of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict of law principles thereof.
| Very Truly Yours, |
| EarlyBirdCapital, Inc. |
| By: | /s/ Steven Levine | |
| Its: | Steven Levine CEO |
| ACCEPTED AND AGREED: | ||
| RANGE CAPITAL ACQUISITION CORP. | ||
| By: | /s/ Timothy J. Rotolo | |
| Name: | Timothy J. Rotolo | |
| Title: | Chief Executive Officer | |
SCHEDULE A
Designees
