INDEMNITY AGREEMENTIndemnity Agreement • January 7th, 2011 • RLJ Acquisition, Inc. • Blank checks • Nevada
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2011, by and between RLJ ACQUISITION, INC., a Nevada corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 7th, 2011 • RLJ Acquisition, Inc. • Blank checks • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of __________, 2011, is made and entered into by and among RLJ Acquisition, Inc., a Nevada corporation (the “Company”), RLJ SPAC Acquisition, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, a “Member” and collectively the “Members,” and, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT between RLJ ACQUISITION, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Dated as of , 2011Warrant Agreement • January 7th, 2011 • RLJ Acquisition, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2011, is by and between RLJ Acquisition, Inc., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the “Warrant Agent”).
12,500,000 Units RLJ Acquisition, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 7th, 2011 • RLJ Acquisition, Inc. • Blank checks • New York
RLJ Acquisition, Inc., a Nevada 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 12,500,000 units (the “Firm Units”), with each unit consisting of one share of the Company’s common stock, $0.001 par value (the “Common Stock”), and one warrant (“Warrant”) to purchase one share of Common Stock. The respective amounts of Firm Units to be so purchased by each of the several Underwriters are set forth opposite their respective names in Schedule I hereto. The Company also proposes to sell, at the Underwriters’ option (“Over-allotment Option”), an aggregate of up to 1,875,000 additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the form of a Warrant Agreement (as defined herein).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 7th, 2011 • RLJ Acquisition, Inc. • Blank checks • New York
This Agreement is made effective as of ___________, 2011 by and between RLJ Acquisition, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
RLJ Acquisition, Inc. Bethesda, Maryland 20814 Lazard Capital Markets LLC New York, New York 10020 Attn: General Counsel Re: Initial Public Offering Gentlemen:Letter Agreement • January 7th, 2011 • RLJ Acquisition, Inc. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between RLJ Acquisition, Inc., a Nevada corporation (the “Company”), and Lazard Capital Markets LLC, as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 12,500,000 of the Company’s units (the “Units”), each comprised 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 (each, a “Warrant”). The Units sold in the Offering shall be quoted and traded on the Over-the-Counter Bulletin Board pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph [·] hereof.
