Unassociated Document


    REGISTRATION RIGHTS
AGREEMENT

    


                    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”).

    


    RECITALS

    


                    WHEREAS, the Company has
entered into a Subscription Agreement (the “Founder Shares
Purchase Agreement”), dated as of November 18, 2010, with each of the
Sponsor and Members, pursuant to which the Sponsor and Members purchased an
aggregate of 3,593,750 shares (the “Founder
Shares”) of the Company’s common stock, par value $0.001 per share (the
“Common
Stock”); and

    


                    WHEREAS, the Company and the
Sponsor have entered into a Subscription Agreement (the “Sponsor Warrants
Purchase Agreement”), dated as of December 2, 2010, pursuant to which the
Sponsor agreed to purchase warrants entitling the Sponsor to purchase an
aggregate of 6,166,667 shares of the Common Stock (the “Sponsor
Warrants”) in a private placement transaction occurring simultaneously
with the closing of the Company’s initial public offering; and

    


                    WHEREAS, the Company and the
Holders desire to enter into this Agreement, pursuant to which the Company shall
grant the Holders certain registration rights with respect to certain securities
of the Company, as set forth in this Agreement.

    


                    NOW, THEREFORE, in consideration of
the representations, covenants and agreements contained herein, and certain
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:

    


    ARTICLE
I

    DEFINITIONS

    


                    1.1
Definitions.
The terms defined in this Article I shall, for all
purposes of this Agreement, have the respective meanings set forth
below:

    


    “Adverse
Disclosure” shall
mean any public disclosure of material non-public information, which disclosure,
in the good faith judgment of the Chief Executive Officer or principal financial
officer of the Company, after consultation with counsel to the Company,
(i) would be required to be made in any Registration Statement or
Prospectus in order for the applicable Registration Statement or Prospectus not
to contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements contained therein (in the case of any
prospectus and any preliminary prospectus, in the light of the circumstances
under which they were made) not misleading, (ii) would not be required to
be made at such time if the Registration Statement were not being filed, and
(iii) the Company has a bona fide business purpose for not making such
information public.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

                    “Agreement”
shall have the meaning given in the Preamble.

     

                    “Board”
shall mean the Board of Directors of the Company.

     

                    “Business
Combination” shall mean any merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or other similar business
combination with one or more businesses, involving the Company.

     

                    “Commission”
shall mean the Securities and Exchange Commission.

     

                    “Common
Stock” shall have the meaning given in the Recitals hereto.

     

                    “Company”
shall have the meaning given in the Preamble.

     

                    “Demand
Registration” shall have the meaning given in subsection
2.1.1.

     

                    “Demanding
Holder” shall have the meaning given in subsection
2.1.1.

     

                    “Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended
from time to time.

     

                    “Form S-1”
shall have the meaning given in subsection
2.1.1.

     

                    “Form S-3”
shall have the meaning given in subsection
2.3.

     

                    “Founder
Shares” shall have the meaning given in the Recitals hereto.

     

                    “Founder Shares
Purchase Agreement” shall have the meaning given in the Recitals
hereto.

     

                    “Founder Lock-up
Period” shall mean, with respect to the Founder Shares, the period ending
on the earlier to occur of (A) one year after the completion of the
Company’s initial Business Combination or earlier if, subsequent to the
Company’s initial Business Combination, the last sales price of the Common Stock
equals or exceeds $12.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) for one period of 20
trading days within any 30-trading day period commencing at least 150 days
after the Company’s initial Business Combination or (B) the consummation by
the Company of any subsequent liquidation, merger, stock exchange or other
similar transaction, which results in all of the Company’s stockholders having
the right to exchange their shares of the Common Stock for cash, securities or
other property.

     

                    “Holders”
shall have the meaning given in the Preamble.

     

                    “Maximum Number of
Securities” shall have the meaning given in subsection
2.1.4.

     

    
      
        
        

      

      
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                    “Members”
shall have the meaning given in the Recitals hereto.

     

                    “Misstatement”
shall mean an untrue statement of a material fact or an omission to state a
material fact required to be stated in a Registration Statement or Prospectus or
necessary to make the statements in a Registration Statement or Prospectus not
misleading.

     

                    “Piggyback
Registration” shall have the meaning given in Section 2.2.1.

     

                    “Prospectus”
shall mean the prospectus included in any Registration Statement, as
supplemented by any and all prospectus supplements and as amended by any and all
post-effective amendments and including all material incorporated by reference
in such prospectus.

     

                    “Prospectus
Date” shall mean the date of the final prospectus filed with the
Commission and relating to the Company’s initial public offering.

     

                    “Registrable
Security” shall mean (a) the Founder Shares, (b) the Sponsor
Warrants (including any shares of the Common Stock issued or issuable upon the
exercise of any such Sponsor Warrants) and (c) any outstanding share of the
Common Stock or any other equity security (including the shares of the Common
Stock issued or issuable upon the exercise of any other equity security) held by
a Holder as of the date of this Agreement and (d) any equity securities
(including the shares of the Common Stock issued or issuable upon the exercise
of any such equity security) of the Company issuable upon conversion of any
working capital loans made to the Company by a Holder, and (e) any other
equity security of the Company issued or issuable with respect to any such share
of the Common Stock by way of a stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or
reorganization; provided, however, that, as to
any particular Registrable Security, such securities shall cease to be
Registrable Securities when: (a) a Registration Statement with respect to
the sale of such securities shall have become effective under the Securities Act
and such securities shall have been sold, transferred, disposed of or exchanged
in accordance with such Registration Statement; (b) such securities shall
have been otherwise transferred, new certificates for such securities not
bearing a legend restricting further transfer shall have been delivered by the
Company and subsequent public distribution of such securities shall not require
registration under the Securities Act; (c) such securities shall have
ceased to be outstanding; or (d) such securities have been sold to, or
through, a broker, dealer or underwriter in a public distribution or other
public securities transaction.

     

                    “Registration”
shall mean a registration effected by preparing and filing a registration
statement or similar document in compliance with the requirements of the
Securities Act, and the applicable rules and regulations promulgated thereunder,
and such registration statement becoming effective.

     

                    “Registration
Expenses” shall mean the out-of-pocket expenses of a Registration,
including, without limitation, the following:

     

    
      
        
        

      

      
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                               (A) all
registration and filing fees (including fees with respect to filings required to
be made with the Financial Industry Regulatory Authority) and any securities
exchange on which the Common Stock is then listed;

     

                               (B) fees
and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel for the Underwriters in connection
with blue sky qualifications of Registrable Securities);

     

                               (C) printing,
messenger, telephone and delivery expenses;

     

                               (D) reasonable
fees and disbursements of counsel for the Company;

     

                               (E) reasonable
fees and disbursements of all independent registered public accountants of the
Company incurred specifically in connection with such Registration;
and

     

                               (F) reasonable
fees and expenses of one (1) legal counsel selected by the
majority-in-interest of the Demanding Holders initiating a Demand Registration
to be registered for offer and sale in the applicable Registration.

     

                    “Registration
Statement” shall mean any registration statement that covers the
Registrable Securities pursuant to the provisions of this Agreement, including
the Prospectus included in such registration statement, amendments (including
post-effective amendments) and supplements to such registration statement, and
all exhibits to and all material incorporated by reference in such registration
statement.

     

                    “Requesting
Holder” shall have the meaning given in subsection
2.1.1.

     

                    “Securities
Act” shall mean the Securities Act of 1933, as amended from time to
time.

     

                    “Sponsor”
shall have the meaning given in the Recitals hereto.

     

                    “Sponsor
Warrants” shall have the meaning given in the Recitals
hereto.

     

                    “Sponsor Lock-up
Period” shall mean, with respect to the Sponsor Warrants and any of the
Common Stock issued or issuable upon the exercise or conversion of such Sponsor
Warrants, the period ending 30 days after the completion of the Company’s
initial Business Combination.

     

                    “Sponsor Warrants
Purchase Agreement” shall have the meaning given in the Recitals
hereto.

     

                    “Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as
principal in an Underwritten Offering and not as part of such dealer’s
market-making activities.

     

                    “Underwritten
Registration” or “Underwritten
Offering” shall mean a Registration in which securities of the Company
are sold to an Underwriter in a firm commitment underwriting for distribution to
the public.

     

    
      
        
        

      

      
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    ARTICLE
II

    REGISTRATIONS

    


                    2.1
Demand
Registration.

    


                                    2.1.1
Request for
Registration. Subject to the provisions of subsection 2.1.4 and
Section 2.4
hereof, at any time and from time to time on or after the Prospectus Date, the
Holders of at least twenty-five percent (25%) of the then outstanding number of
Registrable Securities (the “Demanding
Holders”) may make a written demand for Registration of at least fifteen
percent (15%) of the then outstanding number of Registrable Securities, which
written demand shall describe the amount and type of securities to be included
in such Registration and the intended method(s) of distribution thereof (such
written demand a “Demand
Registration”). The Company shall, within ten (10) days of the
Company’s receipt of the Demand Registration, notify, in writing, all other
Holders of Registrable Securities of such demand, and each Holder of Registrable
Securities who thereafter wishes to include all or a portion of such Holder’s
Registrable Securities in a Registration pursuant to a Demand Registration (each
such Holder that includes all or a portion of such Holder’s Registrable
Securities in such Registration, a “Requesting
Holder”) shall so notify the Company, in writing, within five
(5) days after the receipt by the Holder of the notice from the Company.
Upon receipt by the Company of any such written notification from a Requesting
Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have
their Registrable Securities included in a Registration pursuant to a Demand
Registration and the Company shall effect, as soon thereafter as practicable,
but not more than forty five (45) days immediately after the Company’s receipt
of the Demand Registration, the Registration of all Registrable Securities
requested by the Demanding Holders and Requesting Holders pursuant such the
Demand Registration. Under no circumstances shall the Company be obligated to
effect more than an aggregate of three (3) Registrations pursuant to a
Demand Registration under this subsection 2.1.1 with
respect to any or all Registrable Securities; provided, however, that a
Registration shall not be counted for such purposes unless a Form S-1 or any
similar long-form registration statement that may be available at such time
(“Form
S-1”) has become effective and all of the Registrable Securities
requested by the Requesting Holders to be registered on behalf of the Requesting
Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of
this Agreement.

    


                                    2.1.2
Effective
Registration. Notwithstanding the provisions of subsection 2.1.1
above or any other part of this Agreement, a Registration pursuant to a Demand
Registration shall not count as a Registration unless and until (i) the
Registration Statement filed with the Commission with respect to a Registration
pursuant to a Demand Registration has been declared effective by the Commission
and (ii) the Company has complied with all of its obligations under this
Agreement with respect thereto; provided, further, that if,
after such Registration Statement has been declared effective, an offering of
Registrable Securities in a Registration pursuant to a Demand Registration is
subsequently interfered with by any stop order or injunction of the Commission,
federal or state court or any other governmental agency the Registration
Statement with respect to such Registration shall be deemed not to have been
declared effective, unless and until, (i) such stop order or injunction is
removed, rescinded or otherwise terminated, and (ii) a majority-in-interest
of the Demanding Holders initiating such Demand Registration thereafter
affirmatively elect to continue with such Registration and accordingly notify
the Company in writing, but in no event later than five (5) days, of such
election; provided, further, that the
Company shall not be obligated or required to file another Registration
Statement until the Registration Statement that has been previously filed with
respect to a Registration pursuant to a Demand Registration becomes effective or
is subsequently terminated.

    


    
      
        
        

      

      
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                                    2.1.3
Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and
Section 2.4
hereof, if a majority-in-interest of the Demanding Holders so advise the Company
as part of their Demand Registration that the offering of the Registrable
Securities pursuant to such Demand Registration shall be in the form of an
Underwritten Offering, then the right of such Demanding Holder or Requesting
Holder (if any) to include its Registrable Securities in such Registration shall
be conditioned upon such Holder’s participation in such Underwritten Offering
and the inclusion of such Holder’s Registrable Securities in such Underwritten
Offering to the extent provided herein. All such Holders proposing to distribute
their Registrable Securities through an Underwritten Offering under this subsection 2.1.3
shall enter into an underwriting agreement in customary form with the
Underwriter(s) selected for such Underwritten Offering by the
majority-in-interest of the Demanding Holders initiating the Demand
Registration.

    


                                    2.1.4
Reduction of
Underwritten Offering. If the managing Underwriter or Underwriters in an
Underwritten Registration pursuant to a Demand Registration, in good faith,
advises the Company, the Demanding Holders and the Requesting Holders (if any)
in writing that the dollar amount or number of Registrable Securities that the
Demanding Holders and the Requesting Holders (if any) desire to sell, taken
together with all other Common Stock or other equity securities that the Company
desires to sell and the Common Stock, if any, as to which a Registration has
been requested pursuant to separate written contractual piggy-back registration
rights held by any other stockholders who desire to sell, exceeds the maximum
dollar amount or maximum number of equity securities that can be sold in the
Underwritten Offering without adversely affecting the proposed offering price,
the timing, the distribution method, or the probability of success of such
offering (such maximum dollar amount or maximum number of such securities, as
applicable, the “Maximum Number of
Securities”), then the Company shall include in such Underwritten
Offering, as follows: (i) first, the Registrable Securities of the
Demanding Holders and the Requesting Holders (if any) (pro rata based on the
number of Registrable Securities that each Demanding Holder and Requesting
Holder (if any) has requested be included in such Underwritten Registration and
the aggregate number of Registrable Securities that the Demanding Holders and
Requesting Holders have requested be included in such Underwritten Registration
(such proportion is referred to herein as “Pro
Rata”)) that can be sold without exceeding the Maximum Number of
Securities; (ii) second, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clause (i), the Registrable
Securities of Holders exercising their rights to register their Registrable
Securities pursuant to subsection 2.2.1
hereof, without exceeding the Maximum Number of Securities; and
(iii) third, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clauses (i) and (ii), the Common Stock or
other equity securities that the Company desires to sell, which can be sold
without exceeding the Maximum Number of Securities; and (iv) fourth, to the
extent that the Maximum Number of Securities has not been reached under the
foregoing clauses (i), (ii) and (iii), the Common Stock or other equity
securities of other persons or entities that the Company is obligated to
register in a Registration pursuant to separate written contractual arrangements
with such persons and that can be sold without exceeding the Maximum Number of
Securities.

    


    
      
        
        

      

      
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                                    2.1.5
Demand Registration
Withdrawal. A majority-in-interest of the Demanding Holders initiating a
Demand Registration or a majority-in-interest of the Requesting Holders (if
any), pursuant to a Registration under subsection 2.1.1
shall have the right to withdraw from a Registration pursuant to such Demand
Registration for any or no reason whatsoever upon written notification to the
Company and the Underwriter or Underwriters (if any) of their intention to
withdraw from such Registration prior to the effectiveness of the Registration
Statement filed with the Commission with respect to the Registration of their
Registrable Securities pursuant to such Demand Registration. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for
the Registration Expenses incurred in connection a Registration pursuant to a
Demand Registration prior to its withdrawal under this subsection
2.1.5.

    


                    2.2
Piggyback
Registration.

    


                                    2.2.1
Piggyback
Rights. If, at any time on or after the date the Company consummates a
Business Combination, the Company proposes to file a Registration Statement
under the Securities Act with respect to an offering of equity securities, or
securities or other obligations exercisable or exchangeable for, or convertible
into equity securities, for its own account or for the account of stockholders
of the Company (or by the Company and by the stockholders of the Company
including, without limitation, pursuant to Section 2.1
hereof), other than a Registration Statement (i) filed in connection with
any employee stock option or other benefit plan, (ii) for an exchange offer
or offering of securities solely to the Company’s existing stockholders,
(iii) for an offering of debt that is convertible into equity securities of
the Company or (iv) for a dividend reinvestment plan, then the Company
shall give written notice of such proposed filing to all of the Holders of
Registrable Securities as soon as practicable but not less than ten
(10) days before the anticipated filing date of such Registration
Statement, which notice shall (A) describe the amount and type of
securities to be included in such offering, the intended method(s) of
distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, in such offering, and (B) offer to all of the Holders of
Registrable Securities the opportunity to register the sale of such number of
Registrable Securities as such Holders may request in writing within five
(5) days after receipt of such written notice (such Registration a “Piggyback
Registration”). The Company shall, in good faith, cause such Registrable
Securities to be included in such Piggyback Registration and shall use its best
efforts to cause the managing Underwriter or Underwriters of a proposed
Underwritten Offering to permit the Registrable Securities requested by the
Holders pursuant to this subsection 2.2.1 to
be included in a Piggyback Registration on the same terms and conditions as any
similar securities of the Company included in such Registration and to permit
the sale or other disposition of such Registrable Securities in accordance with
the intended method(s) of distribution thereof. All such Holders proposing to
distribute their Registrable Securities through an Underwritten Offering under
this subsection
2.2.1 shall enter into an underwriting agreement in customary form with
the Underwriter(s) selected for such Underwritten Offering by the
Company.

    


    
      
        
        

      

      
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                                    2.2.2
Reduction of Piggyback
Registration. If the managing Underwriter or Underwriters in an
Underwritten Registration that is to be a Piggyback Registration, in good faith,
advises the Company and the Holders of Registrable Securities participating in
the Piggyback Registration in writing that the dollar amount or number of the
Common Stock that the Company desires to sell, taken together with (i) the
Common Stock, if any, as to which Registration has been demanded pursuant to
separate written contractual arrangements with persons or entities other than
the Holders of Registrable Securities hereunder (ii) the Registrable
Securities as to which registration has been requested pursuant Section 2.2 hereof,
and (iii) the Common Stock, if any, as to which Registration has been
requested pursuant to separate written contractual piggy-back registration
rights of other stockholders of the Company, exceeds the Maximum Number of
Securities, then:

    


                                           
(a) If the Registration is undertaken for the Company’s account, the
Company shall include in any such Registration (A) first, the Common Stock
or other equity securities that the Company desires to sell, which can be sold
without exceeding the Maximum Number of Securities; (B) second, to the
extent that the Maximum Number of Securities has not been reached under the
foregoing clause (A), the Registrable Securities of Holders exercising their
rights to register their Registrable Securities pursuant to subsection 2.2.1
hereof, Pro Rata, which can be sold without exceeding the Maximum Number of
Securities; and (C) third, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clauses (A) and (B),
the Common Stock, if any, as to which Registration has been requested pursuant
to written contractual piggy-back registration rights of other stockholders of
the Company, which can be sold without exceeding the Maximum Number of
Securities;

    


                                           
(b) If the Registration is pursuant to a request by persons or entities
other than the Holders of Registrable Securities, then the Company shall include
in any such Registration (A) first, the Common Stock or other equity
securities, if any, of such requesting persons or entities, other than the
Holders of Registrable Securities, which can be sold without exceeding the
Maximum Number of Securities; (B) second, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clause (A), the
Registrable Securities of Holders exercising their rights to register their
Registrable Securities pursuant to subsection 2.2.1, pro
rata based on the number of Registrable Securities that each Holder has
requested be included in such Underwritten Registration and the aggregate number
of Registrable Securities that the Holders have requested to be included in such
Underwritten Registration, which can be sold without exceeding the Maximum
Number of Securities; (C) third, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clauses (A) and (B),
the Common Stock or other equity securities that the Company desires to sell,
which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clauses (A), (B) and (C), the Common Stock
or other equity securities for the account of other persons or entities that the
Company is obligated to register pursuant to separate written contractual
arrangements with such persons or entities, which can be sold without exceeding
the Maximum Number of Securities.

              

    
      
        
        

      

      
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    2.2.3
Piggyback Registration
Withdrawal. Any Holder of Registrable Securities shall have the right to
withdraw from a Piggyback Registration for any or no reason whatsoever upon
written notification to the Company and the Underwriter or Underwriters (if any)
of his, her or its intention to withdraw from such Piggyback Registration prior
to the effectiveness of the Registration Statement filed with the Commission
with respect to such Piggyback Registration. The Company (whether on its own
good faith determination or as the result of a request for withdrawal by persons
pursuant to separate written contractual obligations) may withdraw a
Registration Statement filed with the Commission in connection with a Piggyback
Registration at any time prior to the effectiveness of such Registration
Statement. Notwithstanding anything to the contrary in this Agreement, the
Company shall be responsible for the Registration Expenses incurred in
connection with the Piggyback Registration prior to its withdrawal under this
subsection
2.2.3.

    


                                    2.2.4
Unlimited Piggyback
Registration Rights. For purposes of clarity, any Registration effected
pursuant to Section 2.2
hereof shall not be counted as a Registration pursuant to a Demand Registration
effected under Section 2.1
hereof.

    


                    2.3
Registrations on
Form S-3. The Holders of Registrable Securities may at any time, and
from time to time, request in writing that the Company, pursuant to
Rule 415 under the Securities Act (or any successor rule promulgated
thereafter by the Commission), register the resale of any or all of their
Registrable Securities on Form S-3 or any similar short-form registration
statement that may be available at such time (“Form S-3”);
provided, however, that the
Company shall not be obligated to effect such request through an Underwritten
Offering. Within five (5) days of the Company’s receipt of a written
request from a Holder or Holders of Registrable Securities for a Registration on
Form S-3, the Company shall promptly give written notice of the proposed
Registration on Form S-3 to all other Holders of Registrable Securities, and
each Holder of Registrable Securities who thereafter wishes to include all or a
portion of such Holder’s Registrable Securities in such Registration on Form S-3
shall so notify the Company, in writing, within ten (10) days after the
receipt by the Holder of the notice from the Company. As soon as practicable
thereafter, but not more than twelve (12) days after the Company’s initial
receipt of such written request for a Registration on Form S-3, the Company
shall register all or such portion of such Holder’s Registrable Securities as
are specified in such written request, together with all or such portion of
Registrable Securities of any other Holder or Holders joining in such request as
are specified in the written notification given by such Holder or Holders; provided, however, that the
Company shall not be obligated to effect any such Registration pursuant to this
Section 2.3 if
(i) a Form S-3 is not available for such offering; or (ii) the Holders
of Registrable Securities, together with the Holders of any other equity
securities of the Company entitled to inclusion in such Registration, propose to
sell the Registrable Securities and such other equity securities (if any) at any
aggregate price to the public of less than $10,000,000.

    


    
      
        
        

      

      
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                    2.4
Restrictions on
Registration Rights. If (A) during the period starting with the date
sixty (60) days prior to the Company’s good faith estimate of the date of
the filing of, and ending on a date one hundred and twenty (120) days after
the effective date of, a Company initiated Registration and provided that the
Company has delivered written notice to the Holders prior to receipt of a Demand
Registration pursuant to subsection 2.1.1 and
it continues to actively employ, in good faith, all reasonable efforts to cause
the applicable Registration Statement to become effective; (B) the Holders
have requested an Underwritten Registration and the Company and the Holders are
unable to obtain the commitment of underwriters to firmly underwrite the offer;
or (C) in the good faith judgment of the Board such Registration would be
seriously detrimental to the Company and the Board concludes as a result that it
is essential to defer the filing of such Registration Statement at such time,
then in each case the Company shall furnish to such Holders a certificate signed
by the Chairman of the Board stating that in the good faith judgment of the
Board it would be seriously detrimental to the Company for such Registration
Statement to be filed in the near future and that it is therefore essential to
defer the filing of such Registration Statement. In such event, the Company
shall have the right to defer such filing for a period of not more than thirty
(30) days; provided, however, that the
Company shall not defer its obligation in this manner more than once in any
12 month period. Notwithstanding anything to the contrary contained in this
Agreement, no Registration shall be effected or permitted and no Registration
Statement shall become effective, with respect to any Registrable Securities
held by any Holder, until after the expiration of the Founder Lock-Up Period or
the Sponsor Lock-Up Period, as the case may be.

    


    ARTICLE
III

    COMPANY
PROCEDURES

    


                    3.1
General
Procedures. If at any time on or after the date the Company consummates a
Business Transaction the Company is required to effect the Registration of
Registrable Securities, the Company shall use its best efforts to effect such
Registration to permit the sale of such Registrable Securities in accordance
with the intended plan of distribution thereof, and pursuant thereto the Company
shall, as expeditiously as possible:

    


                                    3.1.1
prepare and file with the Commission as soon as practicable a Registration
Statement with respect to such Registrable Securities and use its reasonable
best efforts to cause such Registration Statement to become effective and remain
effective until all Registrable Securities covered by such Registration
Statement have been sold;

    


                                    3.1.2
prepare and file with the Commission such amendments and post-effective
amendments to the Registration Statement, and such supplements to the
Prospectus, as may be requested by the Holders or any Underwriter of Registrable
Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act
or rules and regulations thereunder to keep the Registration Statement effective
until all Registrable Securities covered by such Registration Statement are sold
in accordance with the intended plan of distribution set forth in such
Registration Statement or supplement to the Prospectus;

    


                                    3.1.3
prior to filing a Registration Statement or prospectus, or any amendment or
supplement thereto, furnish without charge to the Underwriters, if any, and the
Holders of Registrable Securities included in such Registration, and such
Holders’ legal counsel, copies of such Registration Statement as proposed to be
filed, each amendment and supplement to such Registration Statement (in each
case including all exhibits thereto and documents incorporated by reference
therein), the Prospectus included in such Registration Statement (including each
preliminary Prospectus), and such other documents as the Underwriters and the
Holders of Registrable Securities included in such Registration or the legal
counsel for any such Holders may request in order to facilitate the disposition
of the Registrable Securities owned by such Holders;

    


    
      
        
        

      

      
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                                    3.1.4
prior to any public offering of Registrable Securities, use its best efforts to
(i) register or qualify the Registrable Securities covered by the Registration
Statement under such securities or “blue sky” laws of such jurisdictions in the
United States as the Holders of Registrable Securities included in such
Registration Statement (in light of their intended plan of distribution) may
request and (ii) take such action necessary to cause such Registrable
Securities covered by the Registration Statement to be registered with or
approved by such other governmental authorities as may be necessary by virtue of
the business and operations of the Company and do any and all other acts and
things that may be necessary or advisable to enable the Holders of Registrable
Securities included in such Registration Statement to consummate the disposition
of such Registrable Securities in such jurisdictions; provided, however, that the
Company shall not be required to qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify or take any
action to which it would be subject to general service of process or taxation in
any such jurisdiction where it is not then otherwise so subject;

    


                                    3.1.5
cause all such Registrable Securities to be listed on each securities exchange
or automated quotation system on which similar securities issued by the Company
are then listed;

    


                                    3.1.6
provide a transfer agent or warrant agent, as applicable, and registrar for all
such Registrable Securities no later than the effective date of such
Registration Statement;

    


                                    3.1.7
advise each seller of such Registrable Securities, promptly after it shall
receive notice or obtain knowledge thereof, of the issuance of any stop order by
the Commission suspending the effectiveness of such Registration Statement or
the initiation or threatening of any proceeding for such purpose and promptly
use its reasonable best efforts to prevent the issuance of any stop order or to
obtain its withdrawal if such stop order should be issued;

    


                                    3.1.8
at least five (5) days prior to the filing of any Registration Statement or
Prospectus or any amendment or supplement to such Registration Statement or
Prospectus or any document that is to be incorporated by reference into such
Registration Statement or Prospectus, furnish a copy thereof to each seller of
such Registrable Securities or its counsel;

    


                                    3.1.9
notify the Holders at any time when a Prospectus relating to such Registration
Statement is required to be delivered under the Securities Act, of the happening
of any event as a result of which the Prospectus included in such Registration
Statement, as then in effect, includes a Misstatement, and then to correct such
Misstatement as set forth in Section 3.4
hereof;

                                    3.1.10
permit a representative of the Holders, the Underwriters, if any, and any
attorney or accountant retained by such Holders or Underwriter to participate,
at each such person’s own expense, in the preparation of the Registration
Statement, and cause the Company’s officers, directors and employees to supply
all information reasonably requested by any such representative, Underwriter,
attorney or accountant in connection with the Registration; provided, however, that such
representatives or Underwriters enter into a confidentiality agreement, in form
and substance reasonably satisfactory to the Company, prior to the release or
disclosure of any such information;

    


    
      
        
        

      

      
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                                    3.1.11
obtain a “cold comfort” letter from the Company’s independent registered public
accountants in the event of an Underwritten Registration, in customary form and
covering such matters of the type customarily covered by “cold comfort” letters
as the managing Underwriter may reasonably request, and reasonably satisfactory
to a majority-in-interest of the participating Holders;

    


                                    3.1.12
on the date the Registrable Securities are delivered for sale pursuant to such
Registration, obtain an opinion, dated such date, of counsel representing the
Company for the purposes of such Registration, addressed to the Holders, the
placement agent or sales agent, if any, and the Underwriters, if any, covering
such legal matters with respect to the Registration in respect of which such
opinion is being given as the Holders, placement agent, sales agent, or
Underwriter may reasonably request and as are customarily included in such
opinions, and reasonably satisfactory to a majority in interest of the
participating Holders;

    


                                    3.1.13
in the event of any Underwritten Offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing Underwriter of such offering;

    


                                    3.1.14
make available to its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least twelve (12) months
beginning with the first day of the Company’s first full calendar quarter after
the effective date of the Registration Statement which satisfies the provisions
of Section 11(a) of the Securities Act and Rule 158
thereunder;

    


                                    3.1.15
if the Registration involves the Registration of Registrable Securities
involving gross proceeds in excess of $50,000,000, use its reasonable efforts to
make available senior executives of the Company to participate in customary
“road show” presentations that may be reasonably requested by the Underwriter in
any Underwritten Offering; and

    


                                    3.1.16
otherwise, in good faith, cooperate reasonably with, and take such customary
actions as may reasonably be requested by the Holders, in connection with such
Registration.

    


                    3.2
Registration
Expenses. The Registration Expenses of all Registrations shall be borne
by the Company. It is acknowledged by the Holders that the Holders shall bear
all incremental selling expenses relating to the sale of Registrable Securities,
such as Underwriters’ commissions and discounts, brokerage fees, Underwriter
marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing
the Holders.

    


    
      
        
        

      

      
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                    3.3
Requirements for
Participation in Underwritten Offerings. No person may participate in any
Underwritten Offering for equity securities of the Company pursuant to a
Registration initiated by the Company hereunder unless such person
(i) agrees to sell such person’s securities on the basis provided in any
underwriting arrangements approved by the Company and (ii) completes and
executes all customary questionnaires, powers of attorney, indemnities, lock-up
agreements, underwriting agreements and other customary documents as may be
reasonably required under the terms of such underwriting
arrangements.

    


                    3.4
Suspension of Sales;
Adverse Disclosure. Upon receipt of written notice from the Company that
a Registration Statement or Prospectus contains a Misstatement, each of the
Holders shall forthwith discontinue disposition of Registrable Securities until
it has received copies of a supplemented or amended Prospectus correcting the
Misstatement (it being understood that the Company hereby covenants to prepare
and file such supplement or amendment as soon as practicable after the time of
such notice), or until it is advised in writing by the Company that the use of
the Prospectus may be resumed. If the filing, initial effectiveness or continued
use of a Registration Statement in respect of any Registration at any time would
require the Company to make an Adverse Disclosure or would require the inclusion
in such Registration Statement of financial statements that are unavailable to
the Company for reasons beyond the Company’s control, the Company may, upon
giving prompt written notice of such action to the Holders, delay the filing or
initial effectiveness of, or suspend use of, such Registration Statement for the
shortest period of time, but in no event more than thirty (30) days,
determined in good faith by the Company to be necessary for such purpose. In the
event the Company exercises its rights under the preceding sentence, the Holders
agree to suspend, immediately upon their receipt of the notice referred to
above, their use of the Prospectus relating to any Registration in connection
with any sale or offer to sell Registrable Securities. The Company shall
immediately notify the Holders of the expiration of any period during which it
exercised its rights under this Section 3.4.

    


                    3.5
Reporting
Obligations. As long as any Holder shall own Registrable Securities, the
Company, at all times while it shall be reporting under the Exchange Act,
covenants to file timely (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by the
Company after the date hereof pursuant to Sections 13(a) or 15(d) of the
Exchange Act and to promptly furnish the Holders with true and complete copies
of all such filings. The Company further covenants that it shall take such
further action as any Holder may reasonably request, all to the extent required
from time to time to enable such Holder to sell shares of the Common Stock held
by such Holder without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 promulgated under the
Securities Act, including providing any legal opinions. Upon the request of any
Holder, the Company shall deliver to such Holder a written certification of a
duly authorized officer as to whether it has complied with such
requirements.

    


    
      
        
        

      

      
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    ARTICLE
IV

    INDEMNIFICATION
AND CONTRIBUTION

    


                    4.1
Indemnification.

    


                                    4.1.1
The Company agrees to indemnify, to the extent permitted by law, each Holder of
Registrable Securities, its officers and directors and each person who controls
such Holder (within the meaning of the Securities Act) against all losses,
claims, damages, liabilities and expenses (including attorneys’ fees) caused by
any untrue or alleged untrue statement of material fact contained in any
Registration Statement, Prospectus or preliminary Prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as the same are caused by or contained in any
information furnished in writing to the Company by such Holder expressly for use
therein. The Company shall indemnify the Underwriters, their officers and
directors and each person who controls such Underwriters (within the meaning of
the Securities Act) to the same extent as provided in the foregoing with respect
to the indemnification of the Holder.

    


                                    4.1.2
In connection with any Registration Statement in which a Holder of Registrable
Securities is participating, such Holder shall furnish to the Company in writing
such information and affidavits as the Company reasonably requests for use in
connection with any such Registration Statement or Prospectus and, to the extent
permitted by law, shall indemnify the Company, its directors and officers and
agents and each person who controls the Company (within the meaning of the
Securities Act) against any losses, claims, damages, liabilities and expenses
(including without limitation reasonable attorneys’ fees) resulting from any
untrue statement of material fact contained in the Registration Statement,
Prospectus or preliminary Prospectus or any amendment thereof or supplement
thereto or any omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to the extent
that such untrue statement or omission is contained in any information or
affidavit so furnished in writing by such Holder expressly for use therein;
provided, however, that the
obligation to indemnify shall be several, not joint and several, among such
Holders of Registrable Securities, and the liability of each such Holder of
Registrable Securities shall be in proportion to and limited to the net proceeds
received by such Holder from the sale of Registrable Securities pursuant to such
Registration Statement. The Holders of Registrable Securities shall indemnify
the Underwriters, their officers, directors and each person who controls such
Underwriters (within the meaning of the Securities Act) to the same extent as
provided in the foregoing with respect to indemnification of the
Company.

    


                                    4.1.3
Any person entitled to indemnification herein shall (i) give prompt written
notice to the indemnifying party of any claim with respect to which it seeks
indemnification (provided that the failure to give prompt notice shall not
impair any person’s right to indemnification hereunder to the extent such
failure has not materially prejudiced the indemnifying party) and
(ii) unless in such indemnified party’s reasonable judgment a conflict of
interest between such indemnified and indemnifying parties may exist with
respect to such claim, permit such indemnifying party to assume the defense of
such claim with counsel reasonably satisfactory to the indemnified party. If
such defense is assumed, the indemnifying party shall not be subject to any
liability for any settlement made by the indemnified party without its consent
(but such consent shall not be unreasonably withheld). An indemnifying party who
is not entitled to, or elects not to, assume the defense of a claim shall not be
obligated to pay the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim, unless in the
reasonable judgment of any indemnified party a conflict of interest may exist
between such indemnified party and any other of such indemnified parties with
respect to such claim. No indemnifying party shall, without the consent of the
indemnified party, consent to the entry of any judgment or enter into any
settlement which cannot be settled in all respects by the payment of money (and
such money is so paid by the indemnifying party pursuant to the terms of such
settlement) or which settlement does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified party of a
release from all liability in respect to such claim or litigation.

    


    
      
        
        

      

      
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                                    4.1.4
The indemnification provided for under this Agreement shall remain in full force
and effect regardless of any investigation made by or on behalf of the
indemnified party or any officer, director or controlling person of such
indemnified party and shall survive the transfer of securities. The Company and
each Holder of Registrable Securities participating in an offering also agrees
to make such provisions as are reasonably requested by any indemnified party for
contribution to such party in the event the Company’s or such Holder’s
indemnification is unavailable for any reason.

    


                                    4.1.5
If the indemnification provided under Section 4.1
hereof from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages,
liabilities and expenses referred to herein, then the indemnifying party, in
lieu of indemnifying the indemnified party, shall contribute to the amount paid
or payable by the indemnified party as a result of such losses, claims, damages,
liabilities and expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party, as well as
any other relevant equitable considerations. The relative fault of the
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, was made by, or relates to information supplied by, such
indemnifying party or indemnified party, and the indemnifying party’s and
indemnified party’s relative intent, knowledge, access to information and
opportunity to correct or prevent such action; provided, however, that the
liability of any Holder under this subsection 4.1.5
shall be limited to the amount of the net proceeds received by such Holder in
such offering giving rise to such liability. The amount paid or payable by a
party as a result of the losses or other liabilities referred to above shall be
deemed to include, subject to the limitations set forth in subsections 4.1.1,
4.1.2 and 4.1.3 above, any
legal or other fees, charges or expenses reasonably incurred by such party in
connection with any investigation or proceeding. The parties hereto agree that
it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were
determined by pro rata allocation or by any other method of allocation, which
does not take account of the equitable considerations referred to in this subsection 4.1.5. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution pursuant to this
subsection
4.1.5 from any person who was not guilty of such fraudulent
misrepresentation.

    


    
      
        
        

      

      
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    ARTICLE
V

    MISCELLANEOUS

    
 

                    5.1
Notices. Any
notice or communication under this Agreement must be in writing and given by
(i) deposit in the United States mail, addressed to the party to be
notified, postage prepaid and registered or certified with return receipt
requested, (ii) delivery in person or by courier service providing evidence
of delivery, or (iii) transmission by hand delivery, telecopy, telegram or
facsimile. Each notice or communication that is mailed, delivered, or
transmitted in the manner described above shall be deemed sufficiently given,
served, sent, and received, in the case of mailed notices, on the third business
day following the date on which it is mailed and, in the case of notices
delivered by courier service, hand delivery, telecopy, telegram or facsimile, at
such time as it is delivered to the addressee (with the delivery receipt or the
affidavit of messenger) or at such time as delivery is refused by the addressee
upon presentation. Any notice or communication under this Agreement must be
addressed to the addressee at: 3 Bethesda Metro Center, Suite 1100, Bethesda,
Maryland 20814, or by facsimile at: _____________. Any party may change its
address for notice at any time and from time to time by written notice to the
other parties hereto, and such change of address shall become effective thirty
(30) days after delivery of such notice as provided in this Section 5.1.

    


                    5.2
Assignment; No Third
Party Beneficiaries.

    


                                    5.2.1
This Agreement and the rights, duties and obligations of the Company hereunder
may not be assigned or delegated by the Company in whole or in part. Prior to
the expiration of the Founder Lock-Up Period or the Sponsor Lock-Up Period, as
the case may be, no Holder may assign or delegate their rights, duties or
obligations under this Agreement in whole or in part.

    


                                    5.2.2
Except as set forth in subsection 5.2.1
hereof, this Agreement and the rights, duties and obligations of the Holders of
Registrable Securities hereunder may be assigned or delegated by such Holder of
Registrable Securities in conjunction with and to the extent of any transfer of
Registrable Securities by any such Holder.

    


                                    5.2.3
This Agreement and the provisions hereof shall be binding upon and shall inure
to the benefit of each of the parties and its successors and the permitted
assigns of the Holders.

    


                                    5.2.4
This Agreement shall not confer any rights or benefits on any persons that are
not parties hereto, other than as expressly set forth in this Agreement and
Section 5.2
hereof.

    


                                    5.2.5
No assignment by any party hereto of such party’s rights, duties and obligations
hereunder shall be binding upon or obligate the Company unless and until the
Company shall have received (i) written notice of such assignment as
provided in Section 5.1
hereof and (ii) the written agreement of the assignee, in a form reasonably
satisfactory to the Company, to be bound by the terms and provisions of this
Agreement (which may be accomplished by an addendum or certificate of joinder to
this Agreement). Any transfer or assignment made other than as provided in this
Section 5.2
shall be null and void.

    


                    5.3
Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or
PDF counterparts), each of which shall be deemed an original, and all of which
together shall constitute the same instrument, but only one of which need be
produced.

    


    
      
        
        

      

      
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                    5.4
Governing Law;
Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY
ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEVADA AS APPLIED TO
AGREEMENTS AMONG NEVADA RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY
WITHIN NEVADA, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH
JURISDICTION.

    


                    5.5
Amendments and
Modifications. Upon the written consent of the Company and the Holders of
at least sixty-six and two-thirds percent (66 2/3%) of the Registrable
Securities at the time in question, compliance with any of the provisions,
covenants and conditions set forth in this Agreement may be waived, or any of
such provisions, covenants or conditions may be amended or modified; provided, however, that
notwithstanding the foregoing, any amendment hereto or waiver hereof that
adversely affects one Holder, solely in its capacity as a holder of the shares
of capital stock of the Company, in a manner that is materially different from
the other Holders (in such capacity) shall require the consent of the Holder so
affected. No course of dealing between any Holder or the Company and any other
party hereto or any failure or delay on the part of a Holder or the Company in
exercising any rights or remedies under this Agreement shall operate as a waiver
of any rights or remedies of any Holder or the Company. No single or partial
exercise of any rights or remedies under this Agreement by a party shall operate
as a waiver or preclude the exercise of any other rights or remedies hereunder
or thereunder by such party.

    


                    5.6
Other Registration
Rights. The Company represents and warrants that no person, other than a
Holder of Registrable Securities, has any right to require the Company to
register any securities of the Company for sale or to include such securities of
the Company in any Registration filed by the Company for the sale of securities
for its own account or for the account of any other person. Further, the Company
represents and warrants that this Agreement supersedes any other registration
rights agreement or agreement with similar terms and conditions and in the event
of a conflict between any such agreement or agreements and this Agreement, the
terms of this Agreement shall prevail.

    


                    5.7
Termination.
This Agreement shall terminate and the registration rights granted hereunder
shall expire on the date that is five (5) years after the Prospectus Date;
provided, that
such termination and expiration shall not affect registration rights exercised
prior to such date.

    


    [SIGNATURE
PAGES FOLLOW]

         

    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     


    IN WITNESS WHEREOF, the
undersigned have caused this Agreement to be executed as of the date first
written above.

     

    
      
        
          
            
              
                
                  
                    	
                            COMPANY:

                          
	 
      
	
                            RLJ Acquisition,
      Inc.,

                          
	
                            a
      Nevada corporation

                          
	 
      	 
      
	
                            By:

                          	 
      
	 
      	
                            Name:

                          
	 
      	
                            Title:

                          
	 
      	 
      
	
                            HOLDERS:

                          
	 
	
                            RLJ SPAC Acquisition,
      LLC,

                          
	
                            a
      Delaware limited liability company

                          
	 
      	 
      
	
                            By:

                          	 
      
	 
      	
                            Name:

                          
	 
      	
                            Title:

                          
	 
      	 
      
	
                            By:

                          	 
      
	 
      	
                            William
      S. Cohen

                          
	 
      	 
      
	
                            By:

                          	 
      
	 
      	
                            Morris
      Goldfarb

                          


                  

                

              

            

          

        

      

    

     

    [Signature
Page to Registration Rights Agreement]