REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2012 • FlatWorld Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ]th day of [ ], 2012, by and between FlatWorld Acquisition Corp., a British Virgin Islands business company organized with limited liability (the “Company”), and Bimini Capital Management, Inc., a Maryland corporation (the “Shareholder”).
UNDERWRITING AGREEMENT betweenUnderwriting Agreement • December 22nd, 2010 • FlatWorld Acquisition Corp. • Blank checks • New York
The undersigned, FLATWORLD ACQUISITION CORP., a British Virgin Islands business company with limited liability (the “Company”), hereby confirms its agreement with Rodman & Renshaw, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • December 15th, 2010 • FlatWorld Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (the “Agreement”) is made as of December 9, 2010 between FLATWORLD ACQUISITION CORP., a British Virgin Islands business company organized with limited liability (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
WARRANT AGREEMENTWarrant Agreement • October 12th, 2010 • FlatWorld Acquisition Corp. • New York
This WARRANT AGREEMENT (the “Agreement”) is made as of October __, 2010 between FLATWORLD ACQUISITION CORP., a British Virgin Islands business company organized with limited liability (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
MANAGEMENT AGREEMENT by and between FlatWorld Acquisition Corp. and Bimini Advisors, LLC Dated as of [ ], 2012Management Agreement • July 30th, 2012 • FlatWorld Acquisition Corp. • Blank checks • Maryland
MANAGEMENT AGREEMENT, dated as of [ ], 2012, by and between FlatWorld Acquisition Corp., a British Virgin Islands business company limited by shares (the “Company”) and Bimini Advisors, LLC, a Maryland limited liability company (the “Manager”).
INDEMNITY AGREEMENTIndemnity Agreement • November 2nd, 2010 • FlatWorld Acquisition Corp. • Blank checks • Virgin Islands
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November __, 2010, by and between FLATWORLD ACQUISITION CORP., a British Virgin Islands business company organized with limited liability (the “Company”), and (“Indemnitee”).
December 9, 2010 FlatWorld Acquisition Corp. Palm Grove House, Palm Grove Park Road Town, Tortola, VG1110, British Virgin Islands Rodman & Renshaw LLC Re: Initial Public Offering Gentlemen:Letter Agreement • December 15th, 2010 • FlatWorld Acquisition Corp. • Blank checks • New York
This letter agreement (the “Agreement”) by the undersigned shareholder of FlatWorld Acquisition Corp. (“Company”) is made in consideration of Rodman & Renshaw LLC (“Rodman”) pursuing an underwritten initial public offering of the securities of the Company (“IPO”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • December 15th, 2010 • FlatWorld Acquisition Corp. • Blank checks • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of December 9, 2010 by and between FlatWorld Acquisition Corp., a British Virgin Islands company organized with limited liability (the “Company”) and FlatWorld Capital LLC, a Delaware limited liability company (“FlatWorld”) in connection with the Company’s proposed public offering of units consisting of ordinary shares, no par value (“Ordinary Shares”) and warrants to purchase Ordinary Shares, pursuant to a registration statement on Form F-1, filed by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).
December 9, 2010 FlatWorld Acquisition Corp. Palm Grove House, Palm Grove Park Road Town, Tortola, VG1110, British Virgin Islands Rodman & Renshaw LLC Re: Initial Public Offering Gentlemen:Letter Agreement • December 22nd, 2010 • FlatWorld Acquisition Corp. • Blank checks • New York
This letter agreement (the “Agreement”) by the undersigned officer and director of FlatWorld Acquisition Corp. (“Company”) is made in consideration of Rodman & Renshaw LLC (“Rodman”) pursuing an underwritten initial public offering of the securities of the Company (“IPO”).
LOCK-UP AGREEMENTLock-Up Agreement • July 30th, 2012 • FlatWorld Acquisition Corp. • Blank checks • New York
FWAC HOLDINGS SHARE REPURCHASE AGREEMENTFwac Holdings Share Repurchase Agreement • July 30th, 2012 • FlatWorld Acquisition Corp. • Blank checks • New York
This FWAC HOLDINGS SHARE REPURCHASE AGREEMENT (this “Agreement”), is dated as of July 26, 2012, by and among FlatWorld Acquisition Corp., a British Virgin Island business company limited by shares (“FlatWorld”), and FWAC Holdings Limited, a British Virgin Island business company limited by shares (“Sponsor”).
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • October 12th, 2010 • FlatWorld Acquisition Corp. • Virgin Islands
This WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 9th day of July, 2010 by and between FlatWorld Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at Palm Grove House, Palm Grove Park, Road Town, Tortola, VG1110, British Virgin Islands, and FWAC Holdings Limited, a British Virgin Islands company incorporated with limited liability (the “Sponsor”), having its principal place of business at PO Box 4649, Palm Grove House, Palm Grove Park, Road Town, Tortola, VG1110, British Virgin Islands.
AMENDMENT NO. 2 TO WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • November 10th, 2010 • FlatWorld Acquisition Corp. • Blank checks • Virgin Islands
This Amendment No. 2 (the “Amendment”) dated November 9, 2010 to that certain Warrant Subscription Agreement (the “Agreement”) dated July 9, 2010 as amended by Amendment No. 1 to the Warrant Subscription Agreement dated October 8, 2010, each by and between FlatWorld Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at Palm Grove House, Palm Grove Park, Road Town, Tortola, VG1110, British Virgin Islands, and FWAC Holdings Limited, a British Virgin Islands company incorporated with limited liability (the “Sponsor”), having its principal place of business at PO Box 4649, Palm Grove House, Palm Grove Park, Road Town, Tortola, VG1110, British Virgin Islands. All capitalized terms not defined herein shall have the same meaning ascribed to them in the Agreement.
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...FlatWorld Acquisition Corp. • December 15th, 2010 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (1) THE CONSUMMATION BY FLATWORLD ACQUISITON CORP. (THE “COMPANY”) OF AN INITIAL ACQUISITION, SHARE EXCHANGE, SHARE RECONSTRUCTION AND AMALGAMATION OR CONTRACTUAL CONTROL ARRANGEMENT WITH, PURCHASE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF, OR ANY OTHER SIMILAR BUSINESS TRANSACTION WITH ONE OR MORE OPERATING BUSINESSES OR ASSETS (“BUSINESS TRANSACTION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGSITRATION STATEMENT) AND DECEMBER 9, 2011 AND SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME, DECEMBER 9, 2015 OR EARLIER AS DESECRIBED BELOW.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 15th, 2010 • FlatWorld Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of December 9, 2010 by and between FlatWorld Acquisition Corp. (the “Company”), a British Virgin Islands business company organized with limited liability and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statements.
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG FLATWORLD ACQUISITION CORP., FTWA ORCHID MERGER SUB LLC,Agreement and Plan of Reorganization • July 30th, 2012 • FlatWorld Acquisition Corp. • Blank checks • New York
This Agreement and Plan of Reorganization (this “Agreement”) is made and entered into as of July 26, 2012 by and among Orchid Island Capital, Inc., a Maryland corporation (the “Company”), Bimini Capital Management, Inc., a Maryland corporation (“Bimini”), Bimini Advisors, LLC, a Maryland limited liability company (“Bimini Advisors”), FlatWorld Acquisition Corp., a British Virgin Island business company limited by shares (“Parent”), FTWA Orchid Merger Sub LLC, a Maryland limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and FWAC Holdings Limited, a British Virgin Islands business company limited by shares (“FWAC Holdings”). Parent, Merger Sub, Bimini, Bimini Advisors and the Company are sometimes referred to herein as a “Party” and collectively as the “Parties.”
RE:FlatWorld Acquisition Corp. • December 6th, 2010 • Blank checks
This letter will confirm our agreement, effective on the date (the “Effective Date”) of the initial public offering (“IPO”) of the securities of FlatWorld Acquisition Corp. (the “Company”) and continuing until the earlier to occur of: (i) the consummation of a Business Transaction (as described in the Registration Statement), (ii) 21 months from the Effective Date, and (iii) the date on which the Company ceases its corporate existence in accordance with its Amended and Restated Memorandum and Articles of Association, FWC Management Services Ltd shall make available to the Company office space and, if necessary, access to facilities located in other jurisdictions, as well as for certain general and administrative services, including but not limited to receptionist, secretarial and general office services. In exchange therefore, the Company shall pay FWC Management Services Ltd the sum of $7,500 per month on the Effective Date and continuing monthly thereafter.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2012 • FlatWorld Acquisition Corp. • Blank checks • Virgin Islands
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ]th day of [ ], 2012, by and between FlatWorld Acquisition Corp., a British Virgin Islands business company organized with limited liability (the “Company”), and FWAC Holdings Limited, a British Virgin Islands business company limited by shares (the “Initial Securityholder”). This Agreement amends and restates, in its entirety, that certain registration rights agreement between the Company and the Initial Securityholder dated as of December 9, 2010 (the “Original Registration Agreement”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 12th, 2010 • FlatWorld Acquisition Corp. • New York
This agreement (“Agreement”) is made as of October __, 2010 by and between FlatWorld Acquisition Corp. (the “Company”), a British Virgin Islands business company organized with limited liability and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement.
LETTER AGREEMENT DATED JULY 24, 2012 BY AND BETWEEN FLATWORLD ACQUISITION CORP., RODMAN & RENSHAW, LLC, EARLYBIRDCAPITAL, INC., AND LADENBURG THALMANN & CO.Letter Agreement • July 30th, 2012 • FlatWorld Acquisition Corp. • Blank checks
This document hereby serves as an amendment to that Underwriting Agreement entered into as of December 9, 2010 between FlatWorld Acquisition Corp. (together with its subsidiaries and affiliates, the “Company”) and Rodman & Renshaw, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters, EarlyBirdCapital, Inc. and Ladenburg Thalmann & Co, hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”). This amendment is conditioned upon the completion of the proposed Business transaction with Orchid Island Capital, Inc. and Bimini Capital Management, Inc. closing. In the event that the transaction does not close, then this amendment is of no force or effect. Capitalized terms used herein shall have the meanings ascribed to them in the Underwriting Agreement unless otherwise defined herein.
AMENDMENT NO. 3 TO SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • December 15th, 2010 • FlatWorld Acquisition Corp. • Blank checks • Virgin Islands
This Amendment No. 3 (the “Amendment”) dated December 9, 2010 to that certain Securities Subscription Agreement dated July 9, 2010 as amended by Amendment No. 1 to the Securities Subscription Agreement dated October 8, 2010 and Amendment No. 2 to the Securities Subscription Agreement dated November 9, 2010 (collectively, the “Agreement”), by and between FlatWorld Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at Palm Grove House, Palm Grove Park, Road Town, Tortola, VG1110, British Virgin Islands, and FWAC Holdings Limited, a British Virgin Islands company incorporated with limited liability (the “Sponsor”), having its principal place of business at PO Box 4649, Palm Grove House, Palm Grove Park, Road Town, Tortola, VG1110, British Virgin Islands. All capitalized terms not defined herein shall have the same meaning ascribed to them in the Agreement.
AMENDMENT NO. 1 TO SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • October 12th, 2010 • FlatWorld Acquisition Corp. • Virgin Islands
This Amendment No. 1 (the “Amendment”) dated October 8, 2010 to that certain Securities Subscription Agreement (the “Agreement”) dated July 9, 2010, by and between FlatWorld Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at Palm Grove House, Palm Grove Park, Road Town, Tortola, VG1110, British Virgin Islands, and FWAC Holdings Limited, a British Virgin Islands company incorporated with limited liability (the “Sponsor”), having its principal place of business at PO Box 4649, Palm Grove House, Palm Grove Park, Road Town, Tortola, VG1110, British Virgin Islands. All capitalized terms not defined herein shall have the same meaning ascribed to them in the Agreement.
FlatWorld Acquisition Corp. Palm Grove House Road Town Tortola VG1110 British Virgin IslandsFlatWorld Acquisition Corp. • October 12th, 2010 • Virgin Islands
We are pleased to accept the offer FWAC Holdings Limited (the “Subscriber” or “you”) has made to purchase 1,078,125 ordinary shares (the “Shares”), no par value per share (the “Ordinary Shares”), up to 140,625 of which Shares are subject to complete or partial forfeiture (the “forfeiture”) by you if the underwriters of the initial public offering (“IPO”) of FlatWorld Acquisition Corp., a British Virgin Islands business company incorporated with limited liability (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
WARRANT AGREEMENTWarrant Agreement • July 30th, 2012 • FlatWorld Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (the “Agreement”) is made as of [August ], 2012 between FLATWORLD ACQUISITION CORP., a British Virgin Islands business company limited by shares (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
December 21, 2012FlatWorld Acquisition Corp. • December 21st, 2012 • Blank checks • Virgin Islands
This letter will confirm our agreement to extend the management services agreement entered into between FlatWorld Acquisition Corp. (the “Company”) and FWC Management Services Ltd on December 9, 2010 (the “Initial Agreement”) until the date on which the Company ceases its corporate existence in accordance with its Amended and Restated Memorandum and Articles of Association. Other than with respect to the extension of the term of the Initial Agreement, all other provisions of the Initial Agreement shall remain in full force and effect as if such extension had been effective as of September 9, 2012.
AMENDMENT NO. 2 TO SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • November 10th, 2010 • FlatWorld Acquisition Corp. • Blank checks • Virgin Islands
This Amendment No. 2 (the “Amendment”) dated November 9, 2010 to that certain Securities Subscription Agreement (the “Agreement”) dated July 9, 2010 as amended by Amendment No.1 to the Securities Subscription Agreement dated October 8, 2010, each by and between FlatWorld Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at Palm Grove House, Palm Grove Park, Road Town, Tortola, VG1110, British Virgin Islands, and FWAC Holdings Limited, a British Virgin Islands company incorporated with limited liability (the “Sponsor”), having its principal place of business at PO Box 4649, Palm Grove House, Palm Grove Park, Road Town, Tortola, VG1110, British Virgin Islands. All capitalized terms not defined herein shall have the same meaning ascribed to them in the Agreement.
AMENDMENT NO. 3 TO WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • December 6th, 2010 • FlatWorld Acquisition Corp. • Blank checks • Virgin Islands
This Amendment No. 3 (the “Amendment”) dated December 6, 2010 to that certain Warrant Subscription Agreement dated July 9, 2010, as amended by Amendment No. 1 to the Warrant Subscription Agreement dated October 8, 2010 and Amendment No. 2 to the Warrant Subscription Agreement dated November 9, 2010 (the “Agreement”), each by and between FlatWorld Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at Palm Grove House, Palm Grove Park, Road Town, Tortola, VG1110, British Virgin Islands, and FWAC Holdings Limited, a British Virgin Islands company incorporated with limited liability (the “Sponsor”), having its principal place of business at PO Box 4649, Palm Grove House, Palm Grove Park, Road Town, Tortola, VG1110, British Virgin Islands. All capitalized terms not defined herein shall have the same meaning ascribed to them in the Agreement.
AMENDMENT NO. 4 TO WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • December 15th, 2010 • FlatWorld Acquisition Corp. • Blank checks • Virgin Islands
This Amendment No. 4 (the “Amendment”) dated December 9, 2010 to that certain Warrant Subscription Agreement dated July 9, 2010, as amended by Amendment No. 1 to the Warrant Subscription Agreement dated October 8, 2010, Amendment No. 2 to the Warrant Subscription Agreement dated November 9, 2010 and Amendment No. 3 to the Warrant Subscription Agreement dated December 6, 2010 (the “Agreement”), each by and between FlatWorld Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at Palm Grove House, Palm Grove Park, Road Town, Tortola, VG1110, British Virgin Islands, and FWAC Holdings Limited, a British Virgin Islands company incorporated with limited liability (the “Sponsor”), having its principal place of business at PO Box 4649, Palm Grove House, Palm Grove Park, Road Town, Tortola, VG1110, British Virgin Islands. All capitalized terms not defined herein shall have the same meaning ascribed to them in the Agreement.
INVESTMENT ALLOCATION AGREEMENTInvestment Allocation Agreement • July 30th, 2012 • FlatWorld Acquisition Corp. • Blank checks • Maryland
This INVESTMENT ALLOCATION AGREEMENT (this “Agreement”) is dated as of [ ], 2012, by and among FlatWorld Acquisition Corp., a British Virgin Islands business company limited by shares (the “Company”), Bimini Advisors, LLC, a Maryland limited liability company (the “Manager”), and Bimini Capital Management, Inc., a Maryland corporation (“Bimini”).
December 9, 2010FlatWorld Acquisition Corp. • December 15th, 2010 • Blank checks
This letter will confirm our agreement, effective on the date (the “Effective Date”) of the initial public offering (“IPO”) of the securities of FlatWorld Acquisition Corp. (the “Company”) and continuing until the earlier to occur of: (i) the consummation of a Business Transaction (as described in the Registration Statement), (ii) 21 months from the Effective Date, and (iii) the date on which the Company ceases its corporate existence in accordance with its Amended and Restated Memorandum and Articles of Association, FWC Management Services Ltd shall make available to the Company office space and, if necessary, access to facilities located in other jurisdictions, as well as for certain general and administrative services, including but not limited to receptionist, secretarial and general office services. In exchange therefore, the Company shall pay FWC Management Services Ltd the sum of $7,500 per month on the Effective Date and continuing monthly thereafter.
ASSIGNMENT AGREEMENTAssignment Agreement • March 21st, 2014 • FlatWorld Acquisition Corp. • Blank checks
This assignment agreement (this “Agreement”) is made and entered into as of December 31, 2013 by and among FlatWorld Acquisition Corp. (“FWAC”), FWC Management Services Ltd (“FWC Management Services” or “Assignor”) and FlatWorld Capital LLC (“FlatWorld Capital” or “Assignee”).
