UNDERWRITING AGREEMENT BETWEEN ROSECLIFF ACQUISITION CORP I AND BTIG, LLC DATED [●] (THIS “AGREEMENT”)Underwriting Agreement • February 8th, 2021 • Rosecliff Acquisition Corp I • Blank checks • New York
The undersigned, Rosecliff Acquisition Corp I, a Delaware corporation (the “Company”), hereby confirms its agreement with BTIG, LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters,” and each such person individually, an “Underwriter”) as follows:
Rosecliff Acquisition Corp I New York, New York 10153Letter Agreement • February 8th, 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 • February 8th, 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”).
