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”).
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 • February 28th, 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 • February 28th, 2008 • Raycliff Acquisition Corp • Blank checks
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
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
