FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2008 • RAI Acquisition Corp. • Blank checks • Pennsylvania
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2008, by and among RAI Acquisition Corp., a Delaware corporation (the “Company”) and the persons listed under the heading “Investor” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Form of Letter Agreement for Officers, Directors and Existing Holders of RAI Acquisition Corp.]Letter Agreement • March 31st, 2008 • RAI Acquisition Corp. • Blank checks • Pennsylvania
This letter is being delivered to you in accordance with the Underwriting Agreement dated as of [ ], 2008 (the “Underwriting Agreement”), by and between RAI Acquisition Corp., a Delaware corporation (the “Company”), and J.P. Morgan Securities Inc. (“JPMorgan”), as representative of the underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “Initial Public Offering”) of the Company’s units (the “Units”), each consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (a “Warrant”) entitling the holder thereof to purchase one share of Common Stock.
FORM OF STOCK ESCROW AGREEMENTStock Escrow Agreement • March 31st, 2008 • RAI Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of , 2008 (the “Agreement”) is entered into by and among RAI Acquisition Corp., a Delaware corporation (“Company”), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the “Initial Stockholders”) and American Stock Transfer & Trust Company, a New York corporation (“Escrow Agent”).
WARRANT AGREEMENTWarrant Agreement • March 31st, 2008 • RAI Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”) made as of , 2008, by and between RAI Acquisition Corp., a Delaware corporation, with offices at One Crescent Drive, Suite 203, Navy Yard Corporate Center, Philadelphia, PA 19112 (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, Plaza Level, New York, New York 10038 (the “Warrant Agent”).
Re: Initial Public Offering of RAI Acquisition Corp.Underwriting Agreement • March 31st, 2008 • RAI Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between RAI Acquisition Corp., a Delaware corporation (the “Company”), and J.P. Morgan Securities Inc., as the representative of the underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit composed of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, exercisable for one share of Common Stock (the “Warrants”). Certain capitalized terms used herein are defined in paragraph 3 hereof.
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 31st, 2008 • RAI Acquisition Corp. • Blank checks • New York
Form of Letter Agreement for Resource America, Inc.]Underwriting Agreement • March 31st, 2008 • RAI Acquisition Corp. • Blank checks • Pennsylvania
This letter is being delivered to you in accordance with the Underwriting Agreement dated as of [ ], 2008 (the “Underwriting Agreement”), by and between RAI Acquisition Corp., a Delaware corporation (the “Company”), and J.P. Morgan Securities Inc. (“JPMorgan”), as representative of the underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “Initial Public Offering”) of the Company’s units (the “Units”), each consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (a “Warrant”) entitling the holder thereof to purchase one share of Common Stock.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 31st, 2008 • RAI Acquisition Corp. • Blank checks • Delaware
This Stock Purchase Agreement (this “Agreement”), dated as of March , 2008, is made and entered into by and between Resource America, Inc., a Delaware corporation (“Resource”) and the individuals listed on Exhibits A 1-3 (each, a “Buyer” and, together, the “Buyers”). Certain capitalized terms are defined in Article I of this Agreement.
RAI ACQUISITION CORP.Administrative Services Agreement • March 31st, 2008 • RAI Acquisition Corp. • Blank checks
