Securities Purchase Agreement




 Exhibit 10.5 
 SECURITIES PURCHASE AGREEMENT 
 This Securities Purchase Agreement (this
“Agreement”), effective as of December 13, 2007, is made and entered into by and between Raycliff Acquisition Corp., a Delaware corporation (the “Company”), and RAC Investors, LLC, a Delaware
limited liability company (the “Buyer”). 
 RECITALS 
 WHEREAS, the Buyer wishes to purchase from the Company 5,750,000 shares (the “Shares”) of the Company’s common stock,
par value $0.0001 per share (“Common Stock”); and 
 WHEREAS, the Buyer wishes to purchase the Shares from the
Company and the Company wishes to sell the Shares to the Buyer on the terms and subject to the conditions set forth in this Agreement. 
 STATEMENT OF AGREEMENT 
 NOW, THEREFORE, in consideration of the premises, the representations, warranties and
mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 ARTICLE I. 
 DEFINITIONS 
 The terms defined in this Article I shall have for all purposes of this Agreement the respective
meanings set forth below: 
 “Buyer” shall have the meaning set forth in the preamble to this Agreement. 

“Closing” shall have the meaning set forth in Section 2.3 of this Agreement. 
 “Closing Date” shall have the meaning set forth in Section 2.3 of this Agreement. 
 “Common Stock” shall have the meaning set forth in the recitals to this Agreement. 
 “Company” shall have the meaning set forth in the preamble to this Agreement. 
 “Consent” shall mean any consent, approval, notification, waiver, or other similar action that is necessary or convenient.

 “Contract” shall mean a contract, agreement, arrangement, commitment, instrument, document or similar
understanding (whether written or oral), including a lease or sublease and rights thereunder. 








 “Governmental Body” shall mean any legislature, agency, bureau, branch,
department, division, commission, court, tribunal or other similar recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization or body exercising similar powers or
authority. 
 “Law” shall mean any law (statutory, common or otherwise), constitution, ordinance, rule, regulation,
executive order or other similar authority enacted, adopted, promulgated or applied by any Governmental Body. 
 “Lien” shall mean a mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, charge, restriction, lien (statutory or otherwise, including, without limitation, any lien for taxes), security interest,
preference, participation interest, priority or security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing and the filing of any document under the law of any applicable jurisdiction to evidence any of the foregoing, other than (i) statutory, mechanics’ or other Liens incurred in
the Company’s ordinary course of business or (ii) Liens for taxes incurred but not yet due. 
 “Order”
shall mean an order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Body or arbitrator. 
 “Permit” shall mean a permit, license, certificate, waiver, notice or similar authorization to which Buyer is a party or by which
Buyer is bound or any of its assets are subject. 
 “Purchase Price” shall have the meaning set forth in
Section 2.2 of this Agreement. 
 “SEC” shall mean the United States Securities and Exchange Commission.

 “Securities Act” shall mean the United States Securities Act of 1933, as amended, or any successor federal
statute, and the applicable rules and regulations promulgated and in effect from time to time thereunder. 
 “Shares”
shall have the meaning set forth in the recitals to this Agreement. 
 ARTICLE II 
 PURCHASE OF SECURITIES 
 Section 2.1 Purchase and Sale of the Shares. Subject to the terms and conditions hereof and in reliance upon the representations and warranties of the parties contained or incorporated by reference herein, simultaneous with the
execution hereof, the Company shall sell and deliver to the Buyer, and the Buyer shall purchase from the Company, the Shares, in consideration of the payment of the Purchase Price noted herein. 
 Section 2.2 Purchase Price. As payment in full for the Shares being purchased under this Agreement and against delivery of the certificates
therefor, simultaneous with the execution hereof, the Buyer shall pay an aggregate of $575.00 to the Company by wire transfer in immediately available funds or by such other method as may be reasonably acceptable to the Company (the
“Purchase Price”). 
  

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 Section 2.3 Closing. The closing of the purchase and sale of the Shares (the
“Closing”) shall be held on the date of this Agreement (“Closing Date”) at the offices of Akin Gump Strauss Hauer & Feld LLP, 590 Madison Avenue, New York, New York 10022, or
such other place as may be agreed upon by the parties hereto. 
 Section 2.4 Closing Deliveries. All actions taken at the Closing
shall be deemed to have been taken simultaneously. 
 (a) Buyer Deliveries. At the Closing the Buyer shall deliver to the Company the
Purchase Price. 
 (b) Company Deliveries. At the Closing, or within a reasonable time after the Closing but in no event later than
thirty (30) days after the Closing, the Company shall deliver to the Buyer the certificates representing the Shares. 
 Section 2.5
Further Assurances. The parties hereto shall execute and deliver such additional documents and take such additional actions as any party hereto may reasonably deem to be practical and necessary in order to consummate the transactions
contemplated by this Agreement. 
 ARTICLE III 
 REPRESENTATIONS AND WARRANTIES OF THE BUYER 
 The Buyer represents and warrants to the Company that
the statements contained in this ARTICLE III are correct and complete as of the date of this Agreement. 
 Section 3.1
Organization and Requisite Authority. The Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware. The Buyer possesses all requisite power and authority necessary to
carry out the transactions contemplated by this Agreement. 
 Section 3.2 Authorization; No Breach. 
 (a) This Agreement constitutes a valid and binding obligation of the Buyer, enforceable in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). 
 (b) The execution and delivery by the Buyer of this Agreement and the fulfillment of and compliance with the terms hereof by the Buyer does not and shall
not as of the Closing Date conflict with or result in a breach of the terms, conditions or provisions of the organizational documents of the Buyer or any other agreement, instrument, order, judgment or decree to which the Buyer is subject.

  

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 Section 3.3 Investment Representations. 
 (a) The Buyer is acquiring the Shares for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any
public sale or distribution thereof. 
 (b) The Buyer is an “accredited investor” as such term is defined in Rule 501(a)(3) of
Regulation D of the Securities Act of 1933. 
 (c) The Buyer understands that the Shares are being offered and will be sold to it in reliance
on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations and warranties
of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire such Shares. 
 (iv) The Buyer did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. 
 (v) The Buyer has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer
and sale of the Shares which have been requested by the Buyer. The Buyer has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Buyer understands that its investment in the Shares involves a
high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Shares. 
 (vi) The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any
recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares by the Buyer nor have such authorities passed upon or endorsed the merits of the offering of the Shares. 
 (vii) The Buyer understands that: (a) the Shares have not been and are not being registered under the Securities Act or any state securities laws,
and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in any registration rights
agreement, neither the Company nor any other person is under any obligation to register the Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the
Buyer understands that the Securities and Exchange Commission has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after a business combination, are deemed to be “underwriters”
under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Shares despite technical compliance with
the requirements of such Rule, and the Shares can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act. 
  

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 (viii) The Buyer has such knowledge and experience in financial and business matters, knows of the high
degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Shares and is able to bear the economic risk of an
investment in the Shares in the amount contemplated hereunder for an indefinite period of time. The Buyer has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for
liquidity which would be jeopardized by the investment in the Shares. The Buyer can afford a complete loss of its investment in the Shares. 
 ARTICLE IV 
 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 
 The Company represents and warrants to the Buyer that the statements contained in this ARTICLE IV are correct and complete as of the date of this
Agreement. 
 Section 4.1 Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating
results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement. 
 Section 4.2 Authorization; No Breach. 
 (a) The execution, delivery and performance of this Agreement have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its
terms. 
 (b) The execution and delivery by the Company of this Agreement, the issuance and sale of the Shares and the fulfillment of and
compliance with the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under,
(c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or
other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the certificate of incorporation of the Company or the bylaws of the Company, or any material law, statute, rule or
regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws. 
 Section 4.3 Title to the Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and
validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Sponsor will have good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than
(i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the
Sponsor. 
  

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 Section 4.4 Governmental Consents. No permit, consent, approval or authorization of, or
declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.

 ARTICLE V 
 MISCELLANEOUS 
 Section 5.1 Entire Agreement. This Agreement, together with the certificates, documents,
instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or
among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. 
 Section 5.2 Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the
parties hereto and their respective successors. 
 Section 5.3 Assignments. Except as otherwise provided herein, no party hereto
may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment in violation of this Section 5.3 shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. 
 Section 5.4 Waiver of Jury Trial. THE
PARTIES HERETO EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS. THE SCOPE OF
THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL ACTIONS THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE TRANSACTIONS, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW
AND STATUTORY CLAIMS. THE PARTIES HERETO EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP AND THAT THEY WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER
REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS
WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. IN THE
EVENT OF AN ACTION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY A COURT. 
  

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 Section 5.5 Counterparts. This Agreement may be executed in two or more counterparts, each of
which will be deemed an original but all of which together will constitute one and the same instrument. 
 Section 5.6 Headings.
The article and section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement. 
 Section 5.7 Governing Law. This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether
grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Delaware, without giving effect to its choice of laws principles. 
 Section 5.8 Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument
executed by all parties hereto. 
 Section 5.9 Severability. The provisions of this Agreement will be deemed severable and the
invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a
Governmental Body, arbitrator, or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the Governmental Body, arbitrator, or mediator making such determination will have the power to modify the provision in a
manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced. 
 Section 5.10 Expenses. Except as otherwise expressly provided in this Agreement, each party hereto will bear its own costs and expenses
incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and
accountants. 
 Section 5.11 Construction. The parties hereto have participated jointly in the negotiation and drafting of this
Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because
of the authorship of any provision of this Agreement. Any reference to any federal, state, local, or foreign Law will be deemed also to refer to Law as amended and all rules and regulations promulgated thereunder, unless the context requires
otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be
construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,”
“hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each
representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists 

  

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another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto
has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant. 
 Section 5.12 Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default,
misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence. 
 [Signature Page Follows] 
  

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 IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date
first set forth above. 
  

			
	 COMPANY:

	
	 RAYCLIFF ACQUISITION CORP.

		
	 By:
	 	 /s/ Stefan Reyniak

	 Name:
	 	 Stefan Reyniak

	 Title:
	 	 Vice President

	
	 BUYER:

	
	 RAC INVESTORS, LLC

		
	 By:
	 	 /s/ Bippy Siegal

	 Name:
	 	 Bippy Siegal

	 Title:
	 	 Managing Member



 Securities Purchase Agreement Signature Page