INDEMNITY AGREEMENTIndemnity Agreement • February 17th, 2021 • Rosecliff Acquisition Corp I • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 11, 2021, by and between Rosecliff Acquisition Corp I, a Delaware corporation (the “Company”), and Brian Radecki (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 17th, 2021 • Rosecliff Acquisition Corp I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 11, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 17th, 2021 • Rosecliff Acquisition Corp I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 11, 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”).
WARRANT AGREEMENT ROSECLIFF ACQUISITION CORP I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 11, 2021Warrant Agreement • February 17th, 2021 • Rosecliff Acquisition Corp I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 11, 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”).
UNDERWRITING AGREEMENT BETWEEN ROSECLIFF ACQUISITION CORP I AND BTIG, LLC, AS REPRESENTATIVE, DATED FEBRUARY 11, 2021 (THIS “AGREEMENT”)Underwriting Agreement • February 17th, 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 underwriter individually, an “Underwriter”) as follows:
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • February 17th, 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 February 11, 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 10153 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 17th, 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 25,300,000 of the Company’s units (including up to 3,300,000 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 17th, 2021 • Rosecliff Acquisition Corp I • Blank checks • New York
This Support Services Agreement (this “Agreement”), dated as of February 11, 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”).
