20,000,000 Units RAYCLIFF ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 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).
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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 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.
