20,000,000 Units RAYCLIFF ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2008 • Raycliff Acquisition Corp • Blank checks • New York
Raycliff Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 20,000,000 units of the Company (the “Firm Units”), with each unit consisting of one share of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and one warrant (collectively, the “Warrants”) to purchase Common Stock. The respective number of Firm Units to be so purchased by each of the several Underwriters is set forth opposite the name of each such Underwriter in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 3,000,000 additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the Warrant Agreement (defined herein).
INDEMNITY AGREEMENTIndemnity Agreement • February 28th, 2008 • Raycliff Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2008 by and between Raycliff Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
WARRANT AGREEMENT RAYCLIFF ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent WARRANT AGREEMENT Dated as of March 20, 2008Warrant Agreement • March 28th, 2008 • Raycliff Acquisition Corp • Blank checks • New York
WARRANT AGREEMENT dated as of March 20, 2008, between Raycliff Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 28th, 2008 • Raycliff Acquisition Corp • Blank checks • Delaware
This Registration Rights Agreement (this “Agreement”), dated as of , 2008, is made and entered into by and among Raycliff Acquisition Corp., a Delaware corporation (the “Company”), RAC Investors, LLC, a Delaware limited liability company (the “Sponsor”), the other parties listed under Holder on the signature page hereto and any person or entity who hereafter becomes a party to this Agreement as contemplated by Section 4.02 of this Agreement (each such party and the Sponsor, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 19th, 2008 • Raycliff Acquisition Corp • Blank checks • New York
This Agreement is made effective as of , 2008 by and between Raycliff Acquisition Corp., a Delaware corporation (the “Company”), whose principal offices are located at 5 East 59th Street, 4th floor, New York, New York, 10022 and Continental Stock Transfer & Trust Company (“Trustee”), located at 17 Battery Place, New York, New York 10004.
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Raycliff Acquisition Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as...Underwriting Agreement • June 19th, 2008 • Raycliff Acquisition Corp • Blank checks
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 28th, 2007 • Raycliff Acquisition Corp • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of December 13, 2007, is made and entered into by and between Raycliff Acquisition Corp., a Delaware corporation (the “Company”), and RAC Investors, LLC, a Delaware limited liability company (the “Buyer”).
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • February 28th, 2008 • Raycliff Acquisition Corp • Blank checks
This Securities Assignment Agreement (this “Assignment”), dated as of February 25, 2008, is made and entered into by and among RAC Investors, LLC, a Delaware limited liability company (the “Seller”) and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
INSIDER WARRANTS PURCHASE AGREEMENTInsider Warrants Purchase Agreement • February 28th, 2008 • Raycliff Acquisition Corp • Blank checks • Delaware
THIS INSIDER WARRANTS PURCHASE AGREEMENT, dated as of February 25, 2008 but effective as of December 15, 2007 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between RAC Investors, LLC, a Delaware limited liability company (the “Sponsor”) and Raycliff Acquisition Corp. (the “Company”).
RAYCLIFF ACQUISITION CORP. February 25, 2008Raycliff Acquisition Corp • February 28th, 2008 • Blank checks • New York
FIRST AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • May 9th, 2008 • Raycliff Acquisition Corp • Blank checks • New York
This FIRST AMENDMENT (this “Amendment”) to the WARRANT AGREEMENT (the “Warrant Agreement”) dated as of March 20, 2008, between Raycliff Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “Warrant Agent”), is dated as of May 7, 2008. Capitalized terms used herein which are not herein defined shall have the meaning ascribed thereto in the Warrant Agreement.
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Raycliff Acquisition Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as...Underwriting Agreement • February 28th, 2008 • Raycliff Acquisition Corp • Blank checks
