Unassociated Document


    INVESTMENT
MANAGEMENT TRUST AGREEMENT

    


    This
Agreement is made effective as of ___________, 2011 by and between RLJ
Acquisition, Inc. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”).

    


    WHEREAS,
the Company’s registration statement on Form S-1, No. 333-170947 (the “Registration
Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”),
which consist of one share of the Company’s common stock, par value $0.001 per
share (the “Common
Stock”) and one warrant to purchase the Company’s Common Stock (the
“Warrants”),
(such initial public offering hereinafter referred to as the “Offering”)
has been declared effective as of the date hereof (the “Effective
Date”) by the Securities and Exchange Commission; and

    


    WHEREAS,
the Company has entered into an Underwriting Agreement with Lazard Capital
Markets LLC (“Lazard”)
as representative of the several underwriters (the “Underwriters”)
named therein (the “Underwriting
Agreement”); and

    


    WHEREAS,
as described in the Registration Statement, $124,375,000 of the gross proceeds
of the Offering and sale of the Sponsor Warrants (as defined in the Underwriting
Agreement) (or $142,656,250 if the Underwriters’ over-allotment option is
exercised in full) will be delivered to the Trustee to be deposited and held in
a segregated trust account (the “Trust
Account”) for the benefit of the Company and the holders of the Company’s
Common Stock underlying the Units issued in the Offering as hereinafter provided
(the amount to be delivered to the Trustee will be referred to hereinafter as
the “Property,” the stockholders for whose
benefit the Trustee shall hold the Property will be referred to as the “Public
Stockholders,” and the Public Stockholders and the Company will be
referred to together as the “Beneficiaries”);
and

    


    WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the
terms and conditions pursuant to which the Trustee shall hold the
Property.

    


    IT IS
AGREED:

    


    1.           Agreements and Covenants of
Trustee. The Trustee hereby agrees and covenants to:

    


    (a)           Hold
the Property in trust for the Beneficiaries in accordance with the terms of this
Agreement in Trust Accounts established by the Trustee at J.P. Morgan
Chase Bank N.A. and at a brokerage institution selected by the Trustee that
is satisfactory to the Company;

    


    (b)           Manage,
supervise and administer the Trust Account subject to the terms and conditions
set forth herein;

    


    (c)           In
a timely manner, upon the written instruction of the Company invest and reinvest
the Property in United States government securities within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a
maturity of 180 days or less, or in money market funds meeting the conditions of
paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the
Investment Company Act of 1940, as amended, as determined by the
Company;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)           Collect
and receive, when due, all interest arising from the Property, which shall
become part of the “Property,” as such term is used herein;

    


    (e)           Promptly
notify the Company of all communications received by the Trustee with respect to
any Property requiring action by the Company;

    


    (f)       
    Supply any necessary information or documents as may be
requested by the Company (or its authorized agents) in connection with the
Company’s preparation of the tax returns relating to assets held in the Trust
Account;

    


    (g)           Participate
in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when reasonably idemnified and instructed
by the Company to do so;

    


    (h)           Render
to the Company monthly written statements of the activities of, and amounts in,
the Trust Account reflecting all receipts and disbursements of the Trust
Account;

    


    (i)           
Commence liquidation of the Trust Account only after and promptly after receipt
of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as
either Exhibit
A or Exhibit
B signed on behalf of the Company by its Chief Executive Officer or
Chairman of the board of directors (the “Board”) or
other authorized officer of the Company listed in the incumbency certificate
submitted attached hereto as Exhibit G, and complete the liquidation of the
Trust Account and distribute the Property in the Trust Account only as directed
in the Termination Letter and the other documents referred to therein. The
Trustee understands and agrees that, except as provided in this Section 1(i) and in
Section 1(n),
disbursements from the Trust Account shall be made only pursuant to the terms of
a duly executed Tax Payment Withdrawal Instruction, Tax Refund Instruction,
Interest Withdrawal Instruction or Permitted Purchase of Shares Withdrawal
Instruction, as set forth in Section 1(j), 1(k), 1(l) or 1(m), respectively,
as the case may be; provided, however, that in the
event the Trustee receives a Termination Letter in a form substantially similar
to Exhibit B
hereto, or if the Trustee begins to liquidate the Property because it has
received no such Termination Letter by the date that is 21 months from the
closing of the offering, or by such other date as may be determined in
accordance with the Company’s articles of incorporation, the Trustee shall keep
the Trust Account open until the earliest to occur of (i) twelve (12) months
following the date the Property has been distributed to the Public Stockholders;
(ii) the Trustee’s receipt of a letter in a form substantially similar to Exhibit D hereto; or
(iii) a written notice from the Company’s independent registered public
accountants stating that the Company will not be receiving any tax refund on its
income tax obligation. The provisions of this Section 1(i) may not
be modified, amended or deleted under any circumstances;


    
      
         


      

      
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    (j)     
      Upon written request from the Company, which
may be given from time to time in a form substantially similar to that attached
hereto as Exhibit
C (a “Tax Payment
Withdrawal Instruction”), the Trustee shall distribute to the Company the
amount requested by the Company to cover any income or franchise tax obligation
owed by the Company as a result of assets of the Company or interest or other
income earned on the funds held in the Trust Account, which amount shall be paid
directly to the Company by electronic funds transfer or other method of prompt
payment, and the Company shall forward such payment to the relevant taxing
authority; provided, however, that to the
extent there is not sufficient cash in the Trust Account to pay such tax
obligation, the Trustee shall liquidate such assets held in the Trust Account as
shall be designated by the Company in writing to make such distribution; provided further that if the
tax to be paid is a franchise tax, the written request by the Company to make
such distribution shall be accompanied by a copy of the franchise tax bill from
the State of Nevada and a written statement from the principal financial
officer of the Company setting forth the actual amount payable. The written
request of the Company referenced above shall constitute presumptive evidence
that the Company is entitled to said funds, and the Trustee has no
responsibility to look beyond said request;

    


    (k)           Upon
written request from the Company, which may be given from time to time in a form
substantially similar to that attached hereto as Exhibit D (a “Tax Refund
Instruction”), the Trustee shall distribute to the Company’s Public
Stockholders, less amounts to be disbursed to the Company to cover accrued
expenses as set forth in the Tax Refund Instruction, amounts deposited by the
Company into the Trust Account that the Company has represented to be tax
refund(s) of the Company’s income tax obligations;

    


    (l)      
     Upon written request from the Company, which may
be given from time to time in a form substantially similar to that attached
hereto as Exhibit
E (an “Interest
Withdrawal Instruction”), the Trustee shall distribute to the Company the
amount requested by the Company to be used for working capital requirements;
provided, however, that the
aggregate amount of all such distributions pursuant to this Section 1(l) shall
not exceed $2,000,000 in interest income (net of franchise and income taxes
payable), in the event the underwriters’ over-allotment option in the Offering
is not exercised in full, or $2,300,000 in interest income (net of franchise and
income taxes payable), if the underwriters’ over-allotment option in the
Offering is exercised in full (or, if the over-allotment option is not exercised
in full, but is exercised in part, the amount in interest income (net of
franchise and income taxes payable) to be released shall be increased
proportionally in relation to the proportion of the over-allotment option which
was exercised);

    


    (m)          Upon
written request from the Company, which may be given from time to time in a form
substantially similar to that attached hereto as Exhibit F (a “Permitted
Purchase of Shares Withdrawal Instruction”), the Trustee shall distribute
to the Company the amount requested by the Company to be used to purchase up to
3,125,000 shares of the Common Stock, in the event the underwriters’
over-allotment option in the Offering is not exercised in full or up to
3,593,750 shares of the Common Stock in the event the underwriters’
over-allotment option in the Offering is exercised in full, not to exceed the
per share amount then held in the Trust Account (or, if the over-allotment
option is not exercised in full, but is exercised in part, the number of shares
that may be purchased shall be increased proportionally in relation to the
proportion of the over-allotment option which was exercised) (such purchase
hereinafter referred to as the “Permitted
Purchases”); provided, however, that to the
extent there is not sufficient cash in the Trust Account to make such
distribution the Trustee shall liquidate such assets held in the Trust Account,
as shall be designated by the Company in writing to make such distribution;
and


    
      
         


      

      
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    (n)           If
requested by the Company in connection with the delivery of the Termination
Letter, to the extent that there is any interest accrued on the Property held in
the Trust Account not required to pay franchise and income taxes, the Trustee
shall distribute to the Company an amount of up to $100,000 of such accrued
interest (as requested by the Company) to cover such dissolution costs and
expenses.

    


    2.           Agreements and Covenants of
the Company. The Company hereby agrees and covenants to:

    


    (a)           Give
all instructions to the Trustee hereunder in writing, signed by the Company’s
Chairman of the Board, President, Chief Executive Officer or Chief Financial
Officer. In addition, except with respect to its duties under Sections 1(i) through
1(n) hereof,
the Trustee shall be entitled to rely on, and shall be protected in relying on,
any verbal or telephonic advice or instruction which it, in good faith and with
reasonable care, believes to be given by any one of the persons authorized above
to give written instructions, provided that the Company shall promptly confirm
such instructions in writing;

    


    (b)           Subject
to Section 4
hereof, hold the Trustee harmless and indemnify the Trustee from and against any
and all expenses, including reasonable counsel fees and disbursements, or losses
suffered by the Trustee in connection with any action taken by it hereunder and
in connection with any action, suit or other proceeding brought against the
Trustee involving any claim, or in connection with any claim or demand, which in
any way arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any interest earned on the Property, except for
expenses and losses resulting from the Trustee’s gross negligence, fraud or
willful misconduct. Promptly after the receipt by the Trustee of notice of
demand or claim or the commencement of any action, suit or proceeding, pursuant
to which the Trustee intends to seek indemnification under this Section 2(b), it
shall notify the Company in writing of such claim (hereinafter referred to as
the “Indemnified
Claim”). The Trustee shall have the right to conduct and manage the
defense against such Indemnified Claim; provided that the
Trustee shall obtain the consent of the Company with respect to the selection of
counsel, which consent shall not be unreasonably withheld. The Trustee may not
agree to settle any Indemnified Claim without the prior written consent of the
Company, which such consent shall not be unreasonably withheld. The Company may
participate in such action with its own counsel;

    


    (c)           Pay
the Trustee the fees set forth on Schedule A hereto, including an initial
acceptance fee, an annual fee and a transaction processing fee for each
disbursement made pursuant to Sections 1(j), 1(l), 1(m) and
1(n), and the usual and
customary service fees of the Trustee as paying agent (“Paying
Agent”) pursuant to Section 1(k) hereof,
which fees shall be subject to modification by the parties from time to time. It
is expressly understood that the Property shall not be used to pay such fees
unless and until it is distributed to the Company pursuant to Sections 1(j) through
1(n) hereof.
The Company shall pay the Trustee the initial acceptance fee and the first
annual fee at the consummation of the Offering and thereafter on the anniversary
of the Effective Date. The Trustee shall refund to the Company the annual fee
(on a pro rata basis) with respect to any period after the liquidation of the
Trust Account. The Company shall not be responsible for any other fees or
charges of the Trustee for the services described herein, except as set forth in
this Section
2(c) and as may be provided in Section 2(b)
hereof;


    
      
         


      

      
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    (d)           In
connection with any vote of the Company’s Public Stockholders regarding a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination involving the Company and one or
more businesses (a “Business
Combination”), provide to the Trustee an affidavit or certificate of the
inspector of elections for the stockholder meeting verifying the vote of the
Public Stockholders regarding such Business Combination;

    


    (e)           Provide
Lazard with a copy of any Termination Letter(s) and/or any other correspondence
that the Company sends to the Trustee with respect to any proposed withdrawal
from the Trust Account promptly after it issues the same;

    


    (f)           In
the event the Company is entitled to receive a tax refund on its income tax
obligation, and promptly after the amount of such refund is determined on a
final basis, provide the Trustee with notice in writing (with a copy to Lazard)
of the amount of such income tax refund; and

    


    (g)           Instruct
the Trustee to make only those distributions that are permitted under this
Agreement, and refrain from instructing the Trustee to make any distributions
that are not permitted under this Agreement.

    


    3.            Limitations of
Liability. The Trustee shall have no responsibility or liability
for:

    


    (a)           Taking
any action with respect to the Property, other than as directed in Section 1 hereof and
the Trustee shall have no liability to any party except for liability arising
out of the Trustee’s gross negligence, fraud or willful misconduct;

    


    (b)           Instituting
any proceeding for the collection of any principal and income arising from, or
institute, appear in or defend any proceeding of any kind with respect to, any
of the Property unless and until it shall have received instructions from the
Company given as provided herein to do so and the Company shall have advanced or
guaranteed to it funds sufficient to pay any expenses incident
thereto;

    


    (c)           Refunding
any depreciation in principal of any Property;

    


    (d)           Assuming
that the authority of any person designated by the Company to give instructions
hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such
authority to the Trustee;

    


    (e)           Any
action taken or omitted by it, or any action suffered by it to be taken or
omitted, in good faith and in the Trustee’s best judgment, except for the
Trustee’s gross negligence, fraud or willful misconduct whether to the other
parties hereto or anyone else. The Trustee may rely conclusively and shall be
protected in acting upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Trustee, which counsel may be
Company’s counsel), statement, instrument, report or other paper or document
(not only as to its due execution and the validity and effectiveness of its
provisions, but also as to the truth and acceptability of any information
therein contained) to which the Trustee believes, in good faith and with
reasonable care, to be genuine and to be signed or presented by the proper
person or persons. The Trustee shall not be bound by any notice or demand, or
any waiver, modification, termination or rescission of this Agreement or any of
the terms hereof, unless evidenced by a written instrument delivered to the
Trustee, signed by the proper party or parties and, if the duties or rights of
the Trustee are affected, unless it shall give its prior written consent
thereto;


    
      
         


      

      
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    (f)       
    Verifying the accuracy of the information contained in
the Registration Statement;

    


    (g)           Providing
any assurance on any Business Combination entered into by the Company or any
other action taken by the Company as contemplated by the Registration
Statement;

    


    (h)           Filing
information returns on behalf of the Trust Account with any local, state or
federal taxing authority or providing periodic written statements to the Company
documenting the taxes payable by the Company, if any, relating to any interest
income earned on the Property;

    


    (i)   
        Preparing, executing and filing
tax reports, income or other tax returns and paying any taxes with respect to
any income earned by, and activities relating to, the Trust Account, regardless
of whether such tax is payable by the Trust Account or the Company, including,
but not limited to, income tax obligations (it being expressly understood that,
as set forth in Section 1(j) hereof,
if there is any income tax obligation relating to the income of the Property in
the Trust Account, then, only at the written instruction of the Company, the
Trustee shall make funds available in cash from the Property in the Trust
Account in an amount specified by the Company as owing to the applicable taxing
authority), which amount shall be paid directly to the Company by electronic
funds transfer or other method of prompt payment, and the Company shall forward
such payment to the appropriate taxing authority; and

    


    (j)      
     Verifying calculations, qualifying or otherwise
approving the Company’s written requests for distributions pursuant to Sections 1(j) through
1(n)
hereof.

    


    4.           Trust Account Waiver.
The Trustee has no right of set-off or any right, title, interest or claim of
any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any
Claim to, or to any monies in, the Trust Account that it may have in the future.
In the event the Trustee has any Claim against the Company under this Agreement,
including, without limitation, under Section 2(b) hereof,
the Trustee shall pursue such Claim solely against the Company and not against
the Property or any monies in the Trust Account.

    


    5.           Termination. This
Agreement shall terminate as follows:

    


    (a)           If
the Trustee gives written notice to the Company that it desires to resign under
this Agreement, the Company shall use its reasonable efforts to locate a
successor trustee. At such time that the Company notifies the Trustee that a
successor trustee has been appointed by the Company and has agreed to become
subject to the terms of this Agreement, the Trustee shall transfer the
management of the Trust Account to the successor trustee, including but not
limited to the transfer of copies of the reports and statements relating to the
Trust Account, whereupon this Agreement shall terminate; provided, however, that in the
event that the Company does not locate a successor trustee within ninety (90)
days of receipt of the resignation notice from the Trustee, the Trustee may
submit an application to have the Property deposited with any court in the State
of New York or with the United States District Court for the Southern District
of New York and upon such deposit, the Trustee shall be immune from any
liability whatsoever; or


    
      
         


      

      
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    (b)           At
such time that the Trustee has completed the liquidation of the Trust Account
and its obligations in accordance with the provisions of Section 1(i) hereof
(which section may not be amended under any circumstances) and distributed the
Property in accordance with the provisions of the Termination Letter, thereafter
this Agreement shall terminate except with respect to Section
2(b).

    


    6.           Miscellaneous.

    


    (a)           The
Company and the Trustee each acknowledge that the Trustee will follow the
security procedures set forth below with respect to funds transferred from the
Trust Account. The Company and the Trustee will each restrict access to
confidential information relating to such security procedures to authorized
persons. Each party must notify the other party immediately if it has reason to
believe unauthorized persons may have obtained access to such confidential
information, or of any change in its authorized personnel. In executing funds
transfers, the Trustee shall rely upon all information supplied to it by the
Company, including, account names, account numbers, and all other identifying
information relating to a Beneficiary, Beneficiary’s bank or intermediary bank.
Except for any liability arising out of the Trustee’s gross negligence, fraud or
willful misconduct, the Trustee shall not be liable for any loss, liability or
expense resulting from any error in the information or transmission of the
funds.

    


    (b)           This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of New York, without giving effect to conflicts of law
principles that would result in the application of the substantive laws of
another jurisdiction. It may be executed in several original or facsimile
counterparts, each one of which shall constitute an original, and together shall
constitute but one instrument.

    


    (c)           This
Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof. Except for Section 1(i) hereof
(which section may not be amended under any circumstances), this Agreement or
any provision hereof may only be changed, amended or modified (other than to
correct a typographical error) by a writing signed by each of the parties
hereto. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS
AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


    
      
         


      

      
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    (d)           This
Agreement or any provision hereof may only be changed, amended or modified
pursuant to Section
6(c) hereof with the Consent of the Public Stockholders; provided, however, that no such
change, amendment or modification may be made to Section 1(i) hereof
(which section may not be amended under any circumstances), it being the
specific intention of the parties hereto that each Public Stockholder is, and
shall be, a third party beneficiary of this Section 6(d) with the
same right and power to enforce this Section 6(d) as
either of the parties hereto. For purposes of this Section 6(d), the
“Consent of
the Public Stockholders” means receipt by the Trustee of a certificate
from the inspector of elections of the stockholder meeting certifying that
either (a) the Public Stockholders of record as of a record date established in
accordance with Section 78.350 of the Nevada Revised Statutes, as amended, who
hold sixty-five percent (65%) or more of all then outstanding shares of the
Common Stock, have voted in favor of such change, amendment or modification, or
(b) the Public Stockholders of record as of the record date who hold sixty-five
percent (65%) or more of all then outstanding shares of the Common Stock, have
delivered to such entity a signed writing approving such change, amendment or
modification. Except for any liability arising out of the Trustee’s gross
negligence, fraud or willful misconduct, the Trustee may rely conclusively on
the certification from the inspector or elections referenced above and shall be
relieved of all liability to any party for executing the proposes amendment in
reliance thereon. It is acknowledged and agreed by the parties hereto that the
Trustee may request and, if so, be provided with an opinion of counsel (which
counsel may be Company counsel), before approving any changes, amendments or
modifications to this Agreement.

    


    (e)           The
parties hereto consent to the jurisdiction and venue of any state or federal
court located in the City of New York, State of New York, for purposes of
resolving any disputes hereunder.

    


    (f)           Any
notice, consent or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or by facsimile transmission:

    


    if to the
Trustee, to:

    


    Continental
Stock Transfer & Trust Company

    17
Battery Place

    New York,
New York 10004

    
      	
              Attn:

            	
              Steven
      Nelson, President, and
      

              Frank
      Di Paolo, Chief Financial Officer

            


    

    Fax No.:
(212) 616-7620 

    


    if to the
Company, to:

    RLJ
Acquisition, Inc.

    3
Bethesda Metro Center, Suite 1100

    Bethesda,
Maryland 20814

    Attn: H.
Van Sinclair

    Fax No.:
(301) 280-7798

    


    in either
case with a copy to:

    


    Lazard
Capital Markets LLC

    30
Rockefeller Plaza

    New York,
New York 10020

    Attn:

    Fax
No.:

    


    and


    
      
         


      

      
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    Greenberg
Traurig, LLP

    MetLife
Building

    200 Park
Avenue

    New York,
New York 10166

    Attn:
Alan Annex

    Fax No.:
(212) 805-9323

    


    and

    


    Skadden,
Arps, Slate, Meagher & Flom LLP

    525
University Avenue

    Palo
Alto, California 94301

    Attn:
Thomas J. Ivey

    Fax No.:
(650) 798-6549

    


    (g) Each
of the Trustee and the Company hereby represents that it has the full right and
power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges
and agrees that it shall not make any claims or proceed against the Trust
Account, including by way of set-off, and shall not be entitled to any funds in
the Trust Account under any circumstance.

    


    (h) Each
of the Company and the Trustee hereby acknowledge that the Public Stockholders,
solely for purposes of Sections 6(c) and
6(d) hereof,
are third party beneficiaries of this Agreement.

    


    [Signature
Page Follows]


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust
Agreement as of the date first written above.

     

    
      
        
          
            
              	 
      	
                      Continental
      Stock Transfer & Trust

                      Company,
      as Trustee

                    
	 	 	 
	 
      	
                      By:

                    	 
      
	 
      	
                      Name: 

                    	 
      
	 
      	
                      Title:

                    	 
      
	 
      	 
      	 
      
	 
      	
                      RLJ
      Acquisition, Inc.

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      


            

          

        

      

    

    


    [Signature
Page to Investment Management Trust Agreement]


    
      
         


      

      
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    SCHEDULE
A

    


    
      
        
          
            
              
                
                  	 
      	 
      	
                          Time and method of

                        	 
      	 
      
	
                          Fee Item

                        	 
      	
                          payment

                        	 
      	
                          Amount

                        
	
                          Documentation
      review, establishment of bank and investment accounts.

                        	 
      	
                          Initial
      closing of Offering by wire transfer.

                        	 
      	
                          $3,000.00

                        
	 
      	 
      	 
      	 
      	 
      
	
                          Annual
      fee.

                        	 
      	
                          First
      year, initial closing of Offering by wire transfer; thereafter on the
      anniversary of the effective date of the Offering by wire transfer or
      check.

                        	 
      	
                          $10,000.00

                        
	 
      	 
      	 
      	 
      	 
      
	
                          Transaction
      processing fee for disbursements to Company under Sections 1(j),
      1(l) and
      1(m).

                        	 
      	
                          Deduction
      by Trustee from accumulated income following disbursement made to Company
      under Section
      2.

                        	 
      	
                          $250.00

                        
	 
      	 
      	 
      	 
      	 
      
	
                          Paying
      Agent services for distributions made to shareholders pursuant to Section
      1(k).

                        	 
      	
                          Liquidation
      of the Trust Account pursuant to Section 1(i)
      and distribution of income tax refunds, as directed by the Company
      pursuant Section
      1(k) and letter instruction in the form of Exhibit
      D.

                        	 
      	
                          Usual
      and customary service fees from time to time applicable to Paying Agent
      services of
Trustee.

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT A

    


    [Letterhead of
Company]

    


    [Insert date]

    


    Continental
Stock Transfer

    &
Trust Company

    17
Battery Place

    New York,
New York 10004

    
      	
              Attn:

            	
              Steven
      Nelson, President, and 

              Frank
      Di Paolo, Chief Financial Officer

            


    

    


    Re:     Trust Account
No.     Termination
Letter

    


    Gentlemen:

    


    Pursuant
to Section 1(i)
of the Investment Management Trust Agreement between RLJ Acquisition, Inc.
(“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of _______________, 2011 (“Trust
Agreement”), this is to advise you that the Company has entered into an
agreement (“Business
Agreement”) with _______________ (“Target
Business”) to consummate a business combination with Target Business
(“Business
Combination”) on or about [insert date]. The Company
shall notify you at least forty-eight (48) hours in advance of the actual date
of the consummation of the Business Combination (“Consummation
Date”). Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.

    


    In
accordance with the terms of the Trust Agreement, we hereby authorize you to
commence to liquidate all of the assets of the Trust Account on [insert date] , and to
transfer the proceeds into the trust checking account at J.P. Morgan Chase
Bank to the effect that, on the Consummation Date, all of funds held in the
Trust Account will be immediately available for transfer to the account or
accounts that the Company shall direct on the Consummation Date. It is
acknowledged and agreed that while the funds are on deposit in the trust
checking account at J.P. Morgan Chase Bank awaiting distribution, the Company
will not earn any interest or dividends.

    


    On the
Consummation Date (i) counsel for the Company shall deliver to you written
notification that the Business Combination has been consummated (the “Notification”)
and (ii) the Company shall deliver to you a written instruction signed by the
Company and Lazard Capital Markets LLC with respect to the transfer of the funds
held in the Trust Account (“Instruction
Letter”). You are hereby directed and authorized to transfer the funds
held in the Trust Account immediately upon your receipt of the Notification and
the Instruction Letter, in accordance with the terms of the Instruction Letter.
In the event that certain deposits held in the Trust Account may not be
liquidated by the Consummation Date without penalty, you will notify the Company
in writing of the same and the Company shall direct you as to whether such funds
should remain in the Trust Account and be distributed after the Consummation
Date to the Company. Upon the distribution of all the funds, net of any payments
necessary for reasonable unreimbursed expenses related to liquidating the Trust
Account, your obligations under the Trust Agreement shall be
terminated.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    In the
event that the Business Combination is not consummated on the Consummation Date
described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the
Trustee of written instructions from the Company, the funds held in the Trust
Account shall be reinvested as provided in Section 1(c) of the Trust Agreement
on the business day immediately following the Consummation Date as set forth in
the notice as soon thereafter as possible.

    


    
      
        
          
            
              	 
      	
                      Very
      truly yours,

                    
	 
      	 
      
	 
      	
                      RLJ
      Acquisition, Inc.

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name: 

                    	 
      
	 
      	
                      Title:

                    	 
      


            

          

        

      

    

    


    cc:
Lazard Capital Markets LLC


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT B

    


    [Letterhead of
Company]

    


    [Insert date]

    


    Continental
Stock Transfer

    &
Trust Company

    17
Battery Place

    New York,
New York 10004

    Attn:

    


    Re:
 Trust Account
No.      Termination
Letter

    


    Gentlemen:

    


    Pursuant
to Section 1(i)
of the Investment Management Trust Agreement between RLJ Acquisition, Inc.
(“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of __________, 2011 (“Trust
Agreement”), this is to advise you that the Company has been unable to
effect a business combination with a Target Company (“Business
Combination”) within the time frame specified in the Company’s articles
of incorporation, as described in the Company’s Prospectus relating to the
Offering. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.

    


    In
accordance with the terms of the Trust Agreement, [to the extent that there is
any interest accrued on the Property held in the Trust Account as of the date
hereof that is not required to pay franchise and income taxes, the Company
hereby request the release of [$_________] of such accrued
interest to pay the costs and expenses associated with implementing its plan of
dissolution. In accordance with the terms of the Trust Agreement, you are hereby
directed to transfer (via wire transfer) such funds promptly upon your receipt
of this letter to the Company’s operating account at: [WIRE INSTRUCTION
INFORMATION].

    


    [In
addition, following such distribution,]1 we
hereby authorize you to liquidate all of the assets in the Trust Account on
___________ 20___and to transfer the total proceeds into the trust checking
account at [·] to await
distribution to the remaining Public Stockholders. The Company has selected the
date that is [21/27] months from the closing of the Offering as the record date
for the purpose of determining the remaining Public Stockholders entitled to
receive their share of the liquidation proceeds. You agree to be the Paying
Agent of record and, in your separate capacity as Paying Agent, agree to
distribute said funds directly to the Company’s remaining stockholders in
accordance with the terms of the Trust Agreement and the articles of
incorporation of the Company. Upon the distribution of all the funds, net of any
payments necessary for reasonable unreimbursed expenses related to liquidating
the Trust Account, your obligations under the Trust Agreement shall be
terminated, except to the extent otherwise provided in Section 1(k) of the Trust
Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    
 

    
      	 
      	
              Very
      truly yours,

            
	 
      	 
      
	 
      	
              RLJ
      Acquisition, Inc.

            
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	
              Name: 

            	 
      
	 
      	
              Title:

            	 
      


    

    


    
      	
              1

            	
              Include
      if the Company does not have sufficient funds to cover the costs and
      expenses associated with implementing its plan of dissolution and specify
      the amount requested (not to exceed
$100,000).

            


    

    


    cc:
Lazard Capital Markets LLC


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
C

     

    [Letterhead of
Company]

    


    [Insert date]

    


    Continental
Stock Transfer

    &
Trust Company

    17
Battery Place

    New York,
New York 10004

    
      	
              Attn:

            	
              Cynthia
      Jordan, Accounting Department

            


    

    


    Re: 
Trust Account
No.          

    


    Gentlemen:

    


    Pursuant
to Section 1(j)
of the Investment Management Trust Agreement between RLJ Acquisition, Inc.
(“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of __________________, 2011 (“Trust
Agreement”), the Company hereby requests that you deliver to the Company
$__________________ of the interest
income earned on the Property as of the date hereof. Capitalized terms used but
not defined herein shall have the meanings set forth in the Trust
Agreement.

    


    The
Company needs such funds to pay for the tax obligations as set forth on the
attached tax return or tax statement. In accordance with the terms of the Trust
Agreement, you are hereby directed and authorized to transfer (via wire
transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at: [WIRE INSTRUCTION INFORMATION]

    


    
      	 
      	
              Very
      truly yours,

            
	 
      	 
      
	 
      	
              RLJ
      Acquisition, Inc.

            
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	
              Name: 

            	 
      
	 
      	
              Title:

            	 
      


    

    cc:
Lazard Capital Markets LLC

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
D

    


    [Letterhead of
Company]

    


    [Insert date]

    


    Continental
Stock Transfer

    &
Trust Company

    17
Battery Place

    New York,
New York 10004

    
      	
              Attn: 

            	
              Cynthia
      Jordan, Accounting Department

            


    

    Mark Zimkind, Paying Agent Services

    


    Re:
 Trust
Account
No.        

    


    Gentlemen:

    


    Pursuant
to Section 1(k)
of the Investment Management Trust Agreement between RLJ Acquisition, Inc.
(“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of __________________, 2011 (“Trust
Agreement”), this is to advise you that the Company will be receiving a
refund in the amount of $__________________ representing a portion of the taxes
it paid to satisfy its income tax obligation. Capitalized terms used but not
defined herein shall have the meanings set forth in the Trust
Agreement.

    


    In
accordance with the terms of the Trust Agreement, we hereby authorize you to
deposit the proceeds of such tax refund into the Trust Account, and to transfer
the total proceeds to the trust checking account at J.P. Morgan Chase
Bank for immediate distribution, less amounts for accrued expenses of the
Company as set forth below, to the Company’s remaining Public Stockholders of
record as of the date on which the Company redeemed the shares of common stock
sold in the Offering; provided, that
$_____________ shall instead be disbursed to the Company to cover accrued
expenses. You agree to be the Paying Agent of record and, in your separate
capacity as Paying Agent, agree to distribute said funds directly to the
remaining Public Stockholders in accordance with the terms of the Trust
Agreement and the articles of incorporation of the Company. Upon the
distribution of all the funds, net of any payments for reasonable unreimbursed
expenses related to liquidating the Trust Account, your obligations under the
Trust Agreement shall be terminated: [WIRE INSTRUCTION INFORMATION]

    


    
      	 
      	
              Very
      truly yours,

            
	 
      	 
      
	 
      	
              RLJ
      Acquisition, Inc.

            
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	
              Name: 

            	 
      
	 
      	
              Title:

            	 
      


    

    cc:
Lazard Capital Markets LLC


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
E

    


    [Letterhead of
Company]

    


    [Insert date]

    Continental
Stock Transfer

    &
Trust Company

    17
Battery Place

    New York,
New York 10004

    
      	
              Attn:

            	
              Cynthia
      Jordan, Accounting Department

            


    

    


    Re:
 Trust Account
No.        

     

    Gentlemen:

    


    Pursuant
to Section 1(l)
of the Investment Management Trust Agreement between RLJ Acquisition, Inc.
(“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of  __________________, 2011 (“Trust
Agreement”), this is to advise you that the Company hereby requests that
you deliver to the Company $__________________ of the interest, net of franchise
and income taxes payable, earned on the Property as of the date hereof, which
does not exceed, in the aggregate with all such prior disbursements pursuant to
Section 1(l),
if any, the maximum amount set forth in Section
1(l).

    


    The
Company needs such funds to cover working capital requirements. In accordance
with the terms of the Trust Agreement, you are hereby directed and authorized to
transfer (via wire transfer) such funds promptly upon your receipt of this
letter to the Company’s operating account at: [WIRE INSTRUCTION
INFORMATION].

     

    
      	 
      	
              Very
      truly yours,

            
	 
      	 
      
	 
      	
              RLJ
      Acquisition, Inc.

            
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	
              Name: 

            	 
      
	 
      	
              Title:

            	 
      

cc:
Lazard Capital Markets LLC

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
F

    


    [Letterhead of
Company]

    


    [Insert date]

    


    Continental
Stock Transfer

    &
Trust Company

    17
Battery Place

    New York,
New York 10004

    
      	
              Attn:

            	
              Les
      DeLuca, Account Administration

              Cynthia Jordan, Accounting
    Department

            


    

    


    Re:
 Trust Account
No.        

    


    Gentlemen:

    


    Pursuant
to Section 1(m)
of the Investment Management Trust Agreement between RLJ Acquisition, Inc.
(“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of  _____, 2011 (“Trust
Agreement”), this is to advise you that the Company hereby requests that
you deliver to the Company $____ to fund the Permitted Purchases (as defined in
the Trust Agreement).

    


    In
accordance with the terms of the Trust Agreement, you are hereby directed and
authorized to transfer (via wire transfer) such funds promptly upon your receipt
of this letter to the Company’s operating account at:

    


    [WIRE
INSTRUCTION INFORMATION]

     

    
      	 
      	
              Very
      truly yours,

            
	 
      	 
      
	 
      	
              RLJ
      Acquisition, Inc.

            
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	
              Name: 

            	 
      
	 
      	
              Title:

            	 
      


    

     

    
      	
              cc:

            	
              Lazard
      Capital Markets LLC

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
G

      


      Incumbency
Certificate

      


      I,                
, Secretary
of                          
(the "Company"), a
corporation duly organized and existing under the Laws
of                     
, hereby certify that the following is a true and correct copy of resolutions
duly passed by the Board of Directors of said Company at meetings regularly and
duly held, at which quorums were present; that said resolutions are still in
force; and that no action has been taken in any way to nullify the effect of
same:

      


      RESOLVED,
that each of the following officers of the Company:  is authorized to
execute and endorse, for and on behalf of the Company, all agreements,
instructions, negotiable instruments, guarantees, drafts and other obligations
of the Company.

      


      I further
certify that the following persons holds in this Company the positions and
signing authority granted either by the above resolution or by the designation
of the President and that the signature appearing alongside
their  name is a specimen of  his/her  true
signature:

      


      
        	
                TITLE

              	 	
                NAME

              	 	
                SPECIMEN
      SIGNATURE

              
	 
      	 	 
      	 	 
      
	 	 	 	 	 
	 	 	 	 	 
	 
      	 	 
      	 	 
      


      

      


      


      IN WITNESS WHEREOF, I have hereunto set
my hand and affixed the seal of said Company on
the       day
of       , 2011.

       

      
      

       

      
        	 	 
	 	[                                              ]
      Secretary


      

      


       

      (    
SEAL    )