Form of Stock Escrow Agreement

Exhibit 10.2

FORM OF

STOCK ESCROW AGREEMENT This STOCK ESCROW AGREEMENT , dated as of , 2008 (the " Agreement" ) is entered into by and among RAI Acquisition Corp., a Delaware corporation (" Company" ), the undersigned parties listed as Initial Stockholders on the signature page hereto (collectively, the " Initial Stockholders" ) and American Stock Transfer & Trust Company, a New York corporation (" Escrow Agent" ).

WHEREAS , the Company has entered into an Underwriting Agreement, dated , 2008 (the " Underwriting Agreement" ) with J.P. Morgan Securities Inc. (" JPMorgan" ) acting as representative of the several underwriters (collectively, the " Underwriters" ), pursuant to which, among other matters, the Underwriters have agreed to purchase 25,000,000 units (not including the Underwriters' over-allotment option) (the " Units" ) of the Company, with each Unit consisting of one share of the Company' s common stock, par value $.0001 per share (the " Common Stock" ), and one warrant (" Warrant" ), with each Warrant being exercisable to purchase one share of Common Stock, all as more fully described in the Company' s final prospectus, dated , 2008 (" Prospectus" ) comprising part of the Company' s Registration Statement on Form S-1 (File No. 333-148491) (as amended, the " Registration Statement" ) under the Securities Act of 1933, as amended, declared effective on , 2008 (the " Effective Date" );

WHEREAS , the Initial Stockholders have agreed as a condition of the Underwriters' obligation to purchase the Units pursuant to the Underwriting Agreement and to offer them to the public to (i) deposit all of their shares of Common Stock of the Company, as set forth opposite their respective names in Exhibit A attached hereto (collectively, the " Escrow Common Shares" ), and (ii) deposit the 6,000,000 Warrants Resource America, Inc. has agreed to purchase from the Company at a price of $1.00 per warrant in a private placement pursuant to a warrant agreement between the Company and Escrow Agent as trustee thereunder (the " Warrant Agreement" ) immediately before the completion of the offering (collectively, the " Escrow Warrants" , and together with the Escrow Common Shares, the " Escrow Securities" ), in escrow as hereinafter provided; and

WHEREAS , the Company and the Initial Stockholders desire that the Escrow Agent accept the Escrow Securities, in escrow, to be held and disbursed as hereinafter provided.

NOW, THEREFORE , in consideration of the foregoing, of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, each Initial Stockholder and the Escrow Agent hereby agree as follows:

1. Appointment of Escrow Agent . The Company and the Initial Stockholders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.


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2. Deposit of Escrow Securities . On or before the Effective Date, each of the Initial Stockholders shall have delivered to the Escrow Agent certificates representing their respective Escrow Securities as set forth opposite their respective names on Exhibit A hereto, which certificates shall remain in the name of such Initial Stockholder or in the name of such Initial Stockholder' s Permitted Transferee (as defined below), to be held and disbursed subject to the terms and conditions of this Agreement. Each Initial Stockholder acknowledges that the certificate representing such Initial Stockholder' s Escrow Securities bears a legend to reflect the deposit of such Escrow Securities under this Agreement.

3. Disbursement of the Escrow Securities . The Escrow Agent shall hold the Escrow Shares until the date that is one year after the consummation of a Business Combination (as such term is defined in the Amended and Restated Certificate of Incorporation as in effect on the date hereof) and the Escrow Warrants until the completion of a Business Combination (each such period, an " Escrow Period" ), on which date it shall, upon written instructions from each Initial Stockholder, disburse each of the Initial Stockholder' s Escrow Securities to such Initial Stockholder; provided, however, that at the end of the 30-day period in which the Underwriters may exercise their over-allotment option to purchase an additional 3,750,000 Units of the Company (as described in the Registration Statement), the Company shall give the Escrow Agent notice with respect to the amount, if any, of the over-allotment that was exercised by the Underwriters and, upon such notice, the Initial Shareholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, such number of Units as directed by the Company in writing, provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during each Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities; and, provided further, that if, after the Company consummates a Business Combination, (i) it (or the surviving entity) consummates a liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders, or the stockholders of the surviving entity, having the right to exchange their shares of Common Stock for cash, securities or other property or (ii) the closing price of the Common Stock equals or exceeds $14.25 per share for any 20 trading days within any 30-trading day period, then the Escrow Agent will, upon receipt of written notice from the Company that such a transaction has occurred (in the case of (i)) or such condition has been met (in the case of (ii)), release the Escrow Common Shares to the Initial Stockholders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Securities in accordance with this Section 3. 4. Rights of Initial Stockholders in Escrow Securities .

4.1 Voting Rights as a Stockholder . Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during each Escrow Period, including, without limitation, the right to vote the Escrow Common Shares.

4.2 Dividends and Other Distributions in Respect of the Escrow Securities . During each Escrow Period, all dividends payable in cash with respect to the Escrow Securities


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shall be paid to the Initial Stockholders, but all dividends or other distributions made by the Company during the Escrow Period payable in shares of Common Stock or other non-cash property (" Non-Cash Dividends" ) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term " Escrow Securities" shall be deemed to include the Non-Cash Dividends distributed thereon, if any.

4.3 Restrictions on Transfer . During each Escrow Period, no sale, transfer or other disposition may be made of any or all of the Escrow Securities except to permitted transferees which includes: (i) the Company' s officers or directors or any affiliates or family members of any of its officers or directors; (ii) a member of an Initial Stockholder' s immediate family or a trust (the beneficiary of which is a member of the Initial Stockholder' s immediate family, an affiliate of the Initial Stockholder or a charitable organization) or a charitable organization, who in each case receives such Escrow Securities as a gift; (iii) any person who receives such ...