Attached files
file | filename |
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S-1/A - RLJ Acquisition, Inc. | v210722_s1a.htm |
EX-4.4 - RLJ Acquisition, Inc. | v210722_ex4-4.htm |
EX-99.1 - RLJ Acquisition, Inc. | v210722_ex99-1.htm |
EX-99.2 - RLJ Acquisition, Inc. | v210722_ex99-2.htm |
EX-23.1 - RLJ Acquisition, Inc. | v210722_ex23-1.htm |
EX-99.3 - RLJ Acquisition, Inc. | v210722_ex99-3.htm |
AMENDED
AND RESTATED
ARTICLES
OF INCORPORATION
OF
RLJ ACQUISITION,
INC.
RLJ
Acquisition, Inc., a corporation organized and existing under the laws of the
State of Nevada (the “Corporation”),
DOES HEREBY CERTIFY AS FOLLOWS:
1. The name
of the Corporation is “RLJ Acquisition, Inc.” The Corporation was
originally incorporated under the name “RLJ Acquisition, Inc.” and the original
articles of incorporation was filed with the Secretary of State of the State of
Nevada on November 12, 2010 (the “Original
Charter”).
2. This
Amended and Restated Articles of Incorporation (the “Amended and
Restated Charter”) was duly adopted by the Board of Directors of the
Corporation (the “Board”)
and the stockholders of the Corporation in accordance with Sections 78.315,
78.320 and 78.390 of the Nevada Revised Statutes (the “NRS”).
3. This
Amended and Restated Charter restates, integrates and further amends the
provisions of the Original Charter.
4. Certain
capitalized terms used in this Amended and Restated Charter are defined where
appropriate herein.
5. The text
of the Original Charter is hereby restated and amended in its entirety to read
as follows:
ARTICLE
I
NAME
The name
of the corporation is RLJ Acquisition, Inc. (the “Corporation”).
ARTICLE
II
PURPOSE
The
purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the NRS. In addition to the
powers and privileges conferred upon the Corporation by law and those incidental
thereto, the Corporation shall possess and may exercise all the powers and
privileges that are necessary or convenient to the conduct, promotion or
attainment of the business or purposes of the Corporation including, but not
limited to, effecting a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination, involving the
Corporation and one or more businesses (a “Business
Combination”).
ARTICLE
III
REGISTERED AGENT
The
address of the registered office of the Corporation in the State of Nevada is
1000 East William Street, Suite 204, Carson City, Nevada 89701, and the name of
the Corporation’s registered agent at such address is National Registered
Agents, Inc. of NV.
ARTICLE
IV
CAPITALIZATION
Section 4.1. Authorized Capital
Stock. The total number of shares of all classes of capital
stock which the Corporation is authorized to issue is 251,000,000 shares,
consisting of 250,000,000 shares of common stock, par value $0.001 per share
(the “Common
Stock”), and 1,000,000 shares of preferred stock, par value $0.001 per
share (the “Preferred
Stock”).
Section 4.2. Preferred Stock.
Subject to Article IX of this
Amended and Restated Charter, the Preferred Stock may be issued from time to
time in one or more series. The Board is hereby expressly authorized to provide
for the issuance of shares of the Preferred Stock in one or more series and to
establish from time to time the number of shares to be included in each such
series and to fix the voting rights, if any, designations, powers, preferences
and relative, participating, optional and other special rights, if any, of each
such series and any qualifications, limitations and restrictions thereof, as
shall be stated in the resolution or resolutions adopted by the Board providing
for the issuance of such series and included in a certificate of designations (a
“Preferred
Stock Designation”) filed pursuant to the NRS, and the Board is hereby
expressly vested with the authority to the full extent provided by law, now or
hereafter, to adopt any such resolution or resolutions.
Section 4.3. Common
Stock.
(a) The
holders of shares of Common Stock shall be entitled to one vote for each such
share on each matter properly submitted to the stockholders on which the holders
of the Common Stock are entitled to vote. Except as otherwise required by law or
this Amended and Restated Charter (including any Preferred Stock Designation),
at any annual or special meeting of the stockholders of the Corporation, the
holders of the Common Stock shall have the exclusive right to vote for the
election of directors and on all other matters properly submitted to a vote of
the stockholders. Notwithstanding the foregoing, except as otherwise required by
law or this Amended and Restated Charter (including a Preferred Stock
Designation), the holders of the Common Stock shall not be entitled to vote on
any amendment to this Amended and Restated Charter (including any amendment to
any Preferred Stock Designation) that relates solely to the terms of one or more
outstanding series of the Preferred Stock if the holders of such affected series
are entitled, either separately or together with the holders of one or more
other such series, to vote thereon pursuant to this Amended and Restated Charter
(including any Preferred Stock Designation).
(b) Subject
to the rights, if any, of the holders of any outstanding series of Preferred
Stock and the provisions of Article IX hereof, the
holders of the Common Stock shall be entitled to receive such dividends and
other distributions (payable in cash, property or capital stock of the
Corporation) when, as and if declared thereon by the Board from time to time out
of any assets or funds of the Corporation legally available therefor, and shall
share equally on a per share basis in such dividends and
distributions.
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(c) Subject
to the rights, if any, of the holders of any outstanding series of the Preferred
Stock and the provisions of Article IX hereof, in
the event of any voluntary or involuntary liquidation, dissolution or winding-up
of the Corporation, after payment or provision for payment of the debts and
other liabilities of the Corporation, the holders of the Common Stock shall be
entitled to receive all the remaining assets of the Corporation available for
distribution to its stockholders, ratably in proportion to the number of shares
of the Common Stock held by them.
Section 4.4.
Rights and
Options. The Corporation has the authority to create and issue
rights, warrants and options entitling the holders thereof to purchase shares of
any class or series of the Corporation’s capital stock or other securities of
the Corporation, and such rights, warrants and options shall be evidenced by
instrument(s) approved by the Board. The Board is empowered to set the exercise
price, duration, times for exercise and other terms and conditions of such
rights, warrants or options; provided, however, that the
consideration to be received for any shares of capital stock subject thereto may
not be less than the par value thereof.
ARTICLE
V
BOARD OF
DIRECTORS
Section 5.1.
Board
Powers. The business and affairs of the Corporation shall be
managed by, or under the direction of, the Board. In addition to the powers and
authority expressly conferred upon the Board by statute, this Amended and
Restated Charter or the Bylaws (“Bylaws”)
of the Corporation, the Board is hereby empowered to exercise all such powers
and do all such acts and things as may be exercised or done by the Corporation,
subject, nevertheless, to the provisions of the NRS, this Amended and Restated
Charter and any Bylaws adopted by the stockholders; provided, however, that no
Bylaws hereafter adopted by the stockholders shall invalidate any prior act of
the Board that would have been valid if such Bylaws had not been
adopted.
Section 5.2. Number, Election and
Term.
(a) The
number of directors of the Corporation, other than those who may be elected by
the holders of one or more series of the Preferred Stock voting separately by
class or series, shall be fixed from time to time exclusively by the Board
pursuant to a resolution adopted by a majority of the Whole Board. For purposes
of this Amended and Restated Charter, “Whole
Board” shall mean the total number of directors the Corporation would
have if there were no vacancies.
(b) Subject
to Section 5.5
hereof, the Board shall be divided into three classes, as nearly equal in number
as possible and designated Class I, Class II and Class III. The
Board is authorized to assign members of the Board already in office to
Class I, Class II or Class III. The term of the initial
Class I Directors shall expire at the first annual meeting of the
stockholders of the Corporation following the effectiveness of this Amended and
Restated Charter; the term of the initial Class II Directors shall expire
at the second annual meeting of the stockholders of the Corporation following
the effectiveness of this Amended and Restated Charter; and the term of the
initial Class III Directors shall expire at the third annual meeting of the
stockholders of the Corporation following the effectiveness of this Amended and
Restated Charter. At each succeeding annual meeting of the stockholders of the
Corporation, beginning with the first annual meeting of the stockholders of the
Corporation following the effectiveness of this Amended and Restated Charter,
successors to the class of directors whose term expires at that annual meeting
shall be elected for a three-year term. Subject to Section 5.5 hereof,
if the number of directors is changed, any increase or decrease shall be
apportioned by the Board among the classes so as to maintain the number of
directors in each class as nearly equal as possible, but in no case shall a
decrease in the number of directors shorten the term of any incumbent
director.
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(c) Subject
to Section 5.5
hereof, a director shall hold office until the annual meeting for the year in
which his or her term expires and until his or her successor has been elected
and qualified, subject, however, to such director’s earlier death, resignation,
retirement, disqualification or removal.
(d) Unless
and except to the extent that the Bylaws shall so require, the election of
directors need not be by written ballot.
Section 5.3. Newly Created Directorships
and Vacancies. Subject to Section 5.5
hereof, newly created directorships resulting from an increase in the number of
directors and any vacancies on the Board resulting from death, resignation,
retirement, disqualification, removal or other cause may be filled solely by a
majority vote of the remaining directors then in office, even if less than a
quorum, or by a sole remaining director, and any director so chosen shall hold
office for the remainder of the full term of the class of directors to which the
new directorship was added or in which the vacancy occurred and until his or her
successor has been elected and qualified, subject, however, to such director’s
earlier death, resignation, retirement, disqualification or
removal.
Section 5.4. Removal. Subject
to Section 5.5
hereof, any or all of the directors may be removed from office at any time, but
only by the affirmative vote of holders representing not less than two-thirds of
the voting power of all then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class.
Section 5.5.
Preferred Stock —
Directors. Notwithstanding any other provision of this Article V, and except as
otherwise required by law, whenever the holders of one or more series of the
Preferred Stock shall have the right, voting separately by class or series, to
elect one or more directors, the term of office, the filling of vacancies, the
removal from office and other features of such directorships shall be governed
by the terms of such series of the Preferred Stock as set forth in this Amended
and Restated Charter (including any Preferred Stock Designation) and such
directors shall not be included in any of the classes created pursuant to this
Article V unless
expressly provided by such terms.
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ARTICLE
VI
BYLAWS
In
furtherance and not in limitation of the powers conferred upon it by law, the
Board shall have the power to adopt, amend, alter or repeal the Bylaws. The
affirmative vote of a majority of the Whole Board shall be required to adopt,
amend, alter or repeal the Bylaws. The Bylaws also may be adopted, amended,
altered or repealed by the stockholders; provided, however, that in
addition to any vote of the holders of any class or series of capital stock of
the Corporation required by law or by this Amended and Restated Charter
(including any Preferred Stock Designation), the affirmative vote of the holders
of at least a majority of the voting power of all then outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required for the
stockholders to adopt, amend, alter or repeal the Bylaws.
ARTICLE
VII
MEETINGS OF STOCKHOLDERS; ACTION BY
WRITTEN CONSENT
Section 7.1. Meetings. Subject
to the rights of the holders of any outstanding series of the Preferred Stock,
and to the requirements of applicable law, special meetings of stockholders of
the Corporation may be called only by the Chairman of the Board, Chief Executive
Officer of the Corporation, or the Board pursuant to a resolution adopted by a
majority of the Whole Board, and the ability of the stockholders to call a
special meeting is hereby specifically denied.
Section 7.2. Advance
Notice. Advance notice of stockholder nominations for the
election of directors and of business to be brought by stockholders before any
meeting of the stockholders of the Corporation shall be given in the manner
provided in the Bylaws.
Section 7.3. Action by Written
Consent. Subsequent to the consummation of the Offering, any
action required or permitted to be taken by the stockholders of the Corporation
must be effected by a duly called annual or special meeting of such holders and
may not be effected by written consent of the stockholders.
ARTICLE
VIII
LIMITED LIABILITY;
INDEMNIFICATION
Section 8.1. Limitation of Director
Liability. A director of the Corporation shall not be liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent such exemption from liability
or limitation thereof is not permitted under the NRS as the same exists or may
hereafter be amended. Any amendment, modification or repeal of the foregoing
sentence shall not adversely affect any right or protection of a director of the
corporation hereunder in respect of any act or omission occurring prior to the
time of such amendment, modification or repeal.
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Section 8.2. Indemnification and
Advancement of Expenses.
(a) To
the fullest extent permitted by applicable law, as the same exists or may
hereafter be amended, the Corporation shall indemnify and hold harmless each
person who is or was made a party or is threatened to be made a party to or is
otherwise involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (a “proceeding”)
by reason of the fact that he or she is or was a director or officer of the
Corporation or, while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust, other
enterprise or nonprofit entity, including service with respect to an employee
benefit plan (an “indemnitee”),
whether the basis of such proceeding is alleged action in an official capacity
as a director, officer, employee or agent, or in any other capacity while
serving as a director, officer, employee or agent, against all liability and
loss suffered and expenses (including, without limitation, attorneys’ fees,
judgments, fines, ERISA excise taxes and penalties and amounts paid in
settlement) reasonably incurred by such indemnitee in connection with such
proceeding. The Corporation shall to the fullest extent not prohibited by
applicable law pay the expenses (including attorneys’ fees) incurred by an
indemnitee in defending or otherwise participating in any proceeding in advance
of its final disposition; provided, however, that, to the
extent required by applicable law, such payment of expenses in advance of the
final disposition of the proceeding shall be made only upon receipt of an
undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced
if it shall ultimately be determined that the indemnitee is not entitled to be
indemnified under this Section 8.2 or
otherwise. The rights to indemnification and advancement of expenses conferred
by this Section 8.2
shall be contract rights and such rights shall continue as to an indemnitee who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators. Notwithstanding the
foregoing provisions of this Section 8.2(a),
except for proceedings to enforce rights to indemnification and advancement of
expenses, the Corporation shall indemnify and advance expenses to an indemnitee
in connection with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by the
Board.
(b) The
rights to indemnification and advancement of expenses conferred on any
indemnitee by this Section 8.2
shall not be exclusive of any other rights that any indemnitee may have or
hereafter acquire under law, this Amended and Restated Charter, the By-Laws, an
agreement, vote of stockholders or disinterested directors, or
otherwise.
(c) Any
repeal or amendment of this Section 8.2 by
the stockholders of the Corporation or by changes in law, or the adoption of any
other provision of this Amended and Restated Charter inconsistent with this
Section 8.2,
shall, unless otherwise required by law, be prospective only (except to the
extent such amendment or change in law permits the Corporation to provide
broader indemnification rights on a retroactive basis than permitted prior
thereto), and shall not in any way diminish or adversely affect any right or
protection existing at the time of such repeal or amendment or
adoption of such inconsistent provision in respect of any proceeding (regardless
of when such proceeding is first threatened, commenced or completed) arising out
of, or related to, any act or omission occurring prior to such repeal or
amendment or adoption of such inconsistent provision.
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(d) This
Section 8.2
shall not limit the right of the Corporation, to the extent and in the manner
authorized or permitted by law, to indemnify and to advance expenses to persons
other than indemnitees.
ARTICLE
IX
BUSINESS COMBINATION REQUIREMENTS;
EXISTENCE
Section 9.1. General.
(a) The
provisions of this Article IX shall apply
during the period commencing upon the effectiveness of this Amended and Restated
Charter and terminating upon the consummation of the Corporation’s initial
Business Combination and may be amended to be effective prior to the
consummation of the initial Business Combination, only by the affirmative vote
of the holders of at least sixty-five percent (65%) of all then outstanding
shares of the Common Stock; provided, however, that in no
event shall the 21-month time period specified in Section 9.2(d) be
amended to be effective prior to the consummation of the initial Business
Combination (i) on more than one occasion or (ii) to extend such period by more
than three months.
(b) Immediately
after the Corporation’s initial public offering (the “Offering”),
a certain amount of the net offering proceeds received by the Corporation in the
Offering (including the proceeds of any exercise of the underwriters’
over-allotment option) and certain other amounts specified in the Corporation’s
registration statement on Form S-1, as initially filed with the Securities and
Exchange Commission on December 3, 2010, as amended (the “Registration
Statement”), shall be deposited in a trust account established by the
Corporation (the “Trust
Account”), pursuant to a trust agreement between the Corporation and
Continental Stock Transfer & Trust Company, as trustee (the “Trust
Agreement”). Purchasers of the Corporation’s Common Stock in the Offering
or in the secondary market following the Offering (whether or not such
purchasers are affiliates of RLJ SPAC Acquisition, LLC (the “Sponsor”))
are referred to herein as “Public
Stockholders.”
Section 9.2. Redemption
Rights.
(a) Prior
to the consummation of the initial Business Combination, the Corporation shall
provide all holders of shares of the Common Stock sold as part of the units in
the Offering (the “Offering
Shares”) with the opportunity to have their Offering Shares redeemed
pursuant to, and subject to the limitations of, Sections 9.2(b)
and 9.2(c)
(such rights of such holders to have their Offering Shares redeemed pursuant to
such Sections, the “Redemption
Rights”) hereof for cash equal to the applicable redemption price per
share determined in accordance with Section 9.2(b)
hereof (the “Redemption
Price”); provided, however, that the
Corporation shall not redeem or repurchase Offering Shares to the extent that
such redemption would result in the Corporation’s failure to have net tangible
assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”), in excess of $5 million (such limitation hereinafter called
the “Redemption
Limitation”). Notwithstanding anything to the contrary contained in this
Amended and Restated Charter, there shall be no Redemption Rights or liquidating
distributions with respect to any warrant issued pursuant to the
Offering.
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(b) The
Corporation shall offer to redeem the Offering Shares, subject to lawfully
available funds therefor, prior to the consummation of the initial Business
Combination in accordance with the provisions of Section 9.2(a)
hereof pursuant to a tender offer in accordance with Rule 13e-4 and
Regulation 14E of the Exchange Act (such rules and regulations hereinafter
called the “Tender Offer
Rules”); provided, however, that if a
stockholder vote is required by law to approve the proposed initial Business
Combination, or the Corporation decides to hold a stockholder vote on the
proposed initial Business Combination for business or other legal reasons, the
Corporation shall offer to redeem the Offering Shares, subject to lawfully
available funds therefor, in accordance with the provisions of Section 9.2(a)
hereof in conjunction with a proxy solicitation pursuant to applicable
Securities and Exchange Commission proxy rules at a price per share equal to the
Redemption Price calculated in accordance with the following provisions of this
Section 9.2(b).
In the event that the Corporation offers to redeem the Offering Shares pursuant
to a tender offer in accordance with the Tender Offer Rules, the Redemption
Price per share of the Common Stock payable to holders of the Offering Shares
tendering their Offering Shares pursuant to such tender offer shall be equal to
the quotient obtained by dividing (i) the aggregate amount on deposit in
the Trust Account as of the commencement of the tender offer plus interest
accrued from the date of the commencement of such tender offer until two
business days prior to the consummation of the initial Business Combination,
less franchise and income taxes payable, by (ii) the total number of then
outstanding Offering Shares. If the Corporation offers to redeem the Offering
Shares in conjunction with a stockholder vote on the proposed initial Business
Combination pursuant to a proxy solicitation, the Redemption Price per share of
the Common Stock payable to holders of the Offering Shares exercising their
Redemption Rights shall be equal to the quotient obtained by dividing
(i) the aggregate amount on deposit in the Trust Account as of two business
days prior to the consummation of the initial Business Combination, less
franchise and income taxes payable, by (ii) the total number of then
outstanding Offering Shares.
(c) If
the Corporation offers to redeem the Offering Shares in conjunction with a
stockholder vote on an initial Business Combination pursuant to a proxy
solicitation, a Public Stockholder, together with any affiliate of such
stockholder or any other person with whom such stockholder is acting in concert
or as a “group” (as defined under Section 13(d)(3) of the Exchange Act),
shall be restricted from seeking Redemption Rights with respect to more than an
aggregate of 15% of the Offering Shares.
(d) In
the event that the Corporation has not consummated a Business Combination within
the later of 21 months from the closing of the Offering, the Corporation shall
(i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible, subject to lawfully available funds therefor, redeem
100% of the Offering Shares in consideration of a per-share price, payable in
cash, equal to the quotient obtained by dividing (A) the aggregate amount then
on deposit in the Trust Account, including interest but net of franchise and
income taxes payable (less up to $100,000 of such net interest to pay
dissolution expenses), by (B) the total number of then outstanding Offering
Shares, which redemption will completely extinguish rights of the Public
Stockholders (including the right to receive further liquidation distributions,
if any), subject to applicable law, and subject to the requirement that any
refund of income taxes that were paid from the Trust Account which is received
after the redemption shall be distributed to the former Public Stockholders, and
(iii) as promptly as reasonably possible following such redemptions, subject to
the approval of the remaining stockholders and the Board in accordance with
applicable law, dissolve and liquidate, subject in each case to the
Corporation’s obligations under the NRS to provide for claims of creditors and
other requirements of applicable law.
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(e) If
the Corporation offers to redeem the Offering Shares in conjunction with a
stockholder vote on an initial Business Combination, the Corporation shall
consummate the proposed Business Combination only if such initial Business
Combination is approved by the affirmative vote of the holders of a majority of
the shares of the Common Stock that are voted at a stockholder meeting held to
consider such initial Business Combination, provided, however, that an
affirmative vote of the holders of a majority of all outstanding shares of
Common Stock is required to approve an initial Business Combination if such
initial Business Combination is a merger.
Section 9.3. Distributions from the Trust
Account
(a) A
Public Stockholder shall be entitled to receive funds from the Trust Account
only (i) as provided in Section 9.2(d) hereof
or (ii) as provided in Sections 9.2(a) and
(b)
hereof. In no other circumstances shall a Public Stockholder have any
right or interest of any kind in or to distributions from the Trust Account, and
no stockholder other than a Public Stockholder shall have any interest in or to
the Trust Account.
(b) Payment
of the amounts necessary to satisfy the Redemption Rights exercised shall be
made as promptly as practical after the consummation of the initial Business
Combination and the delivery of shares by the applicable
stockholder.
(c) Each
Public Stockholder that does not exercise its Redemption Rights shall retain its
interest in the Corporation and shall be deemed to have given its consent to the
release of the remaining funds in the Trust Account to the Corporation, and
following payment to any Public Stockholders exercising their Redemption Rights,
the remaining funds in the Trust Account shall be released to the
Corporation.
(d) The
exercise by a Public Stockholder of the Redemption Rights shall be conditioned
on such Public Stockholder following the specific procedures for redemptions set
forth by the Corporation in any applicable tender offer or proxy statement
materials sent to the Corporation’s Public Stockholders relating to the proposed
initial Business Combination.
(e) Notwithstanding
anything to the contrary in this Article IX, but subject
to the Redemption Limitation, if the Corporation seeks stockholder approval of
an initial Business Combination, prior to the consummation thereof, the
Corporation may instruct the trustee under the Trust Agreement that amounts
necessary to purchase up to 25% of the Offering Shares at any time commencing
after the filing of a preliminary proxy statement for the initial Business
Combination and ending on the record date for the stockholder meeting to approve
such initial Business Combination (such purchases being referred to herein as
“Open Market
Purchases”) be released to the Corporation from the Trust Account. Such
Open Market Purchases may be made only at per share prices (inclusive of
commissions) that do not exceed an amount equal to (A) the aggregate amount
then on deposit in the Trust Account divided by (B) the total number of
Offering Shares then outstanding. Any Offering Shares so purchased shall be
immediately cancelled.
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Section 9.4. Share
Issuances. Prior to the consummation of the Corporation’s initial
Business Combination, the Corporation shall not issue any additional shares of
capital stock of the Corporation that would entitle the holders thereof to
receive funds from the Trust Account or vote on any Business
Combination.
Section 9.5. Transactions with
Affiliates. In the event the Corporation enters into a Business
Combination with a target business that is affiliated with RLJ SPAC Acquisition,
LLC, or the directors or officers of the Corporation, the Corporation, or a
committee of the independent directors of the Corporation, shall obtain an
opinion from an independent investment banking firm that is a member of
Financial Industry Regulatory Authority that such Business Combination is fair
to the Corporation from a financial point of view.
Section
9.6 No
Transactions with Other Blank Check Companies. The Corporation
shall not enter into a Business Combination with another blank check company or
a similar company with nominal operations.
ARTICLE
X
AMENDMENT
OF AMENDED AND RESTATED
CERTIFICATE OF
INCORPORATION
The
Corporation reserves the right to amend, alter, change or repeal any provision
contained in this Amended and Restated Charter (including any Preferred Stock
Designation), in the manner now or hereafter prescribed by this Amended and
Restated Charter and the NRS; and, except as set forth in Article VIII, all
rights, preferences and privileges herein conferred upon stockholders, directors
or any other persons by and pursuant to this Amended and Restated Charter in its
present form or as hereafter amended are granted subject to the right reserved
in this Article X;
provided, however, that Article IX of this
Amended and Restated Charter may be amended only as provided
therein.
[Signature
page follows]
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IN
WITNESS WHEREOF, RJL Acquisition, Inc. has caused this Amended and Restated
Charter to be duly executed in its name and on its behalf by its _______________
this ___ day of ___________, 2011.
RLJ
ACQUISITION, INC.
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By:
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Name:
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Title:
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