Subscription Agreement
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Board
of Directors of
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Dated
as of
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November
18, 2010
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Ladies/Gentlemen:
The
undersigned hereby offers to purchase three million four hundred seventy eight
thousand seven hundred and fifty (3,478,750) shares of common stock, par value
$0.001 per share (the “Shares”), of RLJ
Acquisition, Inc., a Nevada corporation (the “Corporation”), at the
price of $0.00695652 per share or a total of twenty four thousand two hundred
dollars ($24,200.00), payable in cash against delivery of the certificate(s)
representing the Shares. Four hundred fifty three thousand seven
hundred and fifty (453,750) of the Shares are subject to redemption, at nominal
cost to the Corporation, if the underwriters of the initial public offering
(“IPO”) of the
Corporation do not fully exercise their over-allotment option (the “Over-allotment
Option”), as more fully set forth herein.
This
offer is subject to the conditions that the Shares will, when issued, be validly
issued, fully paid, and non-assessable, and that the Corporation is duly
organized, validly existing, and in good standing under the laws of the State of
Nevada.
To induce
the Corporation to issue the Shares, the undersigned warrants and represents
that:
1. It has
the ability to bear the economic risk of the purchase of the Shares, including
the complete loss of his investment.
2. It has
sufficient knowledge and experience in business and financial matters (or has
received from a person of its selection sufficient advice with respect to such
matters) to be capable of evaluating the merits and risks of the purchase of the
Shares.
3. It has
knowledge of, and has been provided the opportunity to acquire information with
respect to, the proposed business affairs, financial condition, plans, and
prospects of the Corporation which it deems relevant in making a fully informed
decision with respect to the purchase of the Shares.
4. It has
been encouraged and has had the opportunity to rely upon the advice of his legal
counsel and other advisers with respect to the purchase of the
Shares.
5. It has
had the opportunity to ask questions and receive information with respect to,
among other things, the proposed business affairs, financial condition, plans,
and prospects of the Corporation and the terms and conditions of the purchase of
the Shares, as it has requested so as to more fully understand his
investment.
6.
Neither the Corporation nor any person representing or acting on behalf of the
Corporation, or purportedly representing or acting on behalf of the Corporation,
has made any representations, warranties, agreements, or statements other than
those contained herein which influenced or affected its decision to purchase the
Shares.
7. It is
acquiring the Shares for its own account without any view to the transfer, sale,
assignment, or other distribution thereof.
The
undersigned further acknowledges, understands, and agrees that the Shares have
not been and will not be registered under any federal or state securities law
including but not limited to the Securities Act of 1933, as amended, and that no
federal or state governmental agency or authority has approved or passed upon
the issuance of the Shares. It understands that there is not now, and
that there is not likely to be in the future, any market for the Shares and that
the Shares must be held by it for an indefinite period of time, absent
registration or qualification of the Shares under applicable laws or the receipt
of an opinion of counsel satisfactory to the Corporation that registration or
qualification is not required. It acknowledges that the
certificate(s) representing the Shares to be issued to it will bear a legend
restricting the transferability thereof to the foregoing effect.
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8. In the
event the Over-allotment Option granted to the representative of the
underwriters of the Corporation’s IPO is not exercised in full, the undersigned
acknowledges and agrees that the Corporation shall redeem, for a purchase price
per Share equal to the par value thereof, any and all such number of Shares, up
to an aggregate of four hundred fifty three thousand seven hundred and fifty
(453,750) Shares and pro rata based upon the percentage of the
Over-allotment Option exercised (such that all such 453,750 Shares would be
redeemed if the Over-allotment Option is not exercised at all).
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Very
truly yours,
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RLJ
SPAC Acquisition, LLC
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By
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/s/ Xxxx X. Xxxxxxx
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Name:
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Xxxx X. Xxxxxxx
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Title:
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Chief Financial
Officer
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