INDEMNITY AGREEMENTIndemnity Agreement • January 27th, 2021 • Rosecliff Acquisition Corp I • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Rosecliff Acquisition Corp I, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 27th, 2021 • Rosecliff Acquisition Corp I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Rosecliff Acquisition Corp I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
ROSECLIFF ACQUISITION CORP I New York, New York 10153Rosecliff Acquisition Corp I • January 27th, 2021 • Blank checks • New York
Rosecliff Acquisition Corp I, a Delaware corporation (the “Company”), is pleased to accept the offer Rosecliff Acquisition Sponsor I LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share, of the Company (the “Class B Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Common Stock” are to, collectively, the Class B Shares and the Company’s shares of Class A common stock, $0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 27th, 2021 • Rosecliff Acquisition Corp I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Rosecliff Acquisition Corp I, a Delaware corporation (the “Company”), Rosecliff Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), and the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each such party, together with the Sponsor, a “Holder” and collectively, the “Holders”).
WARRANT AGREEMENT ROSECLIFF ACQUISITION CORP I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • January 27th, 2021 • Rosecliff Acquisition Corp I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Rosecliff Acquisition Corp I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • January 27th, 2021 • Rosecliff Acquisition Corp I • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between Rosecliff Acquisition Corp I, a Delaware corporation (the “Company”), and Rosecliff Acquisition Sponsor I LLC, a Delaware limited liability company (the “Purchaser”).
Rosecliff Acquisition Corp I New York, New York 10153Letter Agreement • January 27th, 2021 • Rosecliff Acquisition Corp I • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Rosecliff Acquisition Corp I, a Delaware corporation (the “Company”), and BTIG, LLC, as the sole underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover the Underwriter’s option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registra
SUPPORT SERVICES AGREEMENTSupport Services Agreement • January 27th, 2021 • Rosecliff Acquisition Corp I • Blank checks • New York
This Support Services Agreement (this “Agreement”), dated as of [●], 2021, is made and entered into by and between Rosecliff Acquisition Corp I, a Delaware corporation (the “Company”), and Rosecliff Acquisition Sponsor I LLC, a Delaware limited liability company (the “Service Provider” and, together with the Company, the “Parties” and, each individually, a “Party”).
