REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2011 • Blue Wolf Mongolia Holdings Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 14, 2011, is made and entered into by and among Blue Wolf Mongolia Holdings Corp., a British Virgin Islands business company organized with limited liability (the “Company”) and Blue Wolf MHC Holdings Ltd. (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnity Agreement • June 7th, 2011 • Blue Wolf Mongolia Holdings Corp. • Blank checks • Virgin Islands
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2011, by and between BLUE WOLF MONGOLIA HOLDINGS CORP., a British Virgin Islands business company organized with limited liability (the “Company”), and ___________ (“Indemnitee”).
7,000,000 Units BLUE WOLF MONGOLIA HOLDINGS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 20th, 2011 • Blue Wolf Mongolia Holdings Corp. • Blank checks • New York
Blue Wolf Mongolia Holdings Corp., a British Virgin Islands business company (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of seven million units of the Company (the “Firm Units”), with each unit consisting of one of the Company’s ordinary shares, no par value (the “Ordinary Shares”), and one warrant (collectively, the “Warrants”) to purchase one Ordinary Share. The respective amounts of the Firm Units to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to one million fifty thousand (1,050,000) additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the form of Warrant Agreement (defined below).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 20th, 2011 • Blue Wolf Mongolia Holdings Corp. • Blank checks • New York
This investment management trust agreement (“Agreement”) is made as of July 14, 2011 by and between Blue Wolf Mongolia Holdings Corp. (the “Company”), a British Virgin Islands business company and Continental Stock Transfer & Trust Company (the “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.
WARRANT AGREEMENTWarrant Agreement • July 20th, 2011 • Blue Wolf Mongolia Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 14, 2011, is by and between Blue Wolf Mongolia Holdings Corp., a British Virgin Islands business company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
Blue Wolf Mongolia Holdings Corp. c/o Blue Wolf MHC Ltd. Two Sound View Drive Greenwich, Connecticut 06830 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 20th, 2011 • Blue Wolf Mongolia Holdings Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Blue Wolf Mongolia Holdings Corp., a British Virgin Islands business company (the “Company”), and Deutsche Bank Securities Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of 7,000,000 of the Company’s units (the “Units”), each comprised of one ordinary share no par value of the Company (the “Ordinary Shares”), and one warrant exercisable for one Ordinary Share (each, a “Warrant”). The Units shall be sold in the Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and shall be listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 12 hereof.
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • April 8th, 2011 • Blue Wolf Mongolia Holdings Corp. • Virgin Islands
This SPONSOR WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of this 31st day of March, 2011 by and between Blue Wolf Mongolian Holdings Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at Two Sound View Drive, Greenwich, Connecticut 06830 and Blue Wolf MHC Ltd., a Cayman Islands exempted company (the “Sponsor”), having its principal place of business at Two Sound View Drive, Greenwich, Connecticut 06830.
Blue Wolf Mongolian Holdings Corp. c/o Blue Wolf MHC Ltd. Two Sound View Drive Greenwich, Connecticut 06830Blue Wolf Mongolia Holdings Corp. • April 8th, 2011 • Virgin Islands
We are pleased to accept the offer Blue Wolf MHC Ltd. (the “Subscriber”) has made to purchase 2,012,500 ordinary shares (the “Shares”) no par value per share (the “Ordinary Shares”), up to 262,500 of which Shares are subject to complete or partial forfeiture (the “forfeiture”) by you if the underwriters of the initial public offering (“IPO”) of Blue Wolf Mongolian Holdings Corp., a British Virgin Islands corporation (the “Company”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms 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:
AGREEMENT AND PLAN OF MERGER BY AND AMONG Li3 ENERGY, INC.,Agreement and Plan of Merger • May 21st, 2013 • Blue Wolf Mongolia Holdings Corp. • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of May 21, 2013 by and among, Blue Wolf Mongolia Holdings Corp., a British Virgin Islands business company (the “Company”), Blue Wolf Acquisition Sub, Inc., a Nevada corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Li3 Energy, Inc., a Nevada corporation (“Li3”). The Company, Merger Sub, and Li3 are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • June 7th, 2011 • Blue Wolf Mongolia Holdings Corp. • Blank checks • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of [ ], 2011 by and between Blue Wolf Mongolia Holdings Corp., a BVI business company (the “Company”), Blue Wolf Fund, L.P., a Cayman Islands exempted limited partnership (the “Fund”) and Composite Capital LLC, a Delaware limited liability company (“Composite”) 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 S-1, filed by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).
Blue Wolf Mongolia Holdings Corp. c/o Blue Wolf MHC Ltd. Two Sound View Drive Greenwich, Connecticut 06830 Li3 Energy, Inc. Marchant Pereira 150 Of. 803 Providencia, Santiago de Chile Chile Re: Support and Lock-Up for Merger Ladies and Gentlemen:Letter Agreement • June 24th, 2013 • Blue Wolf Mongolia Holdings Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Agreement and Plan of Merger (the “Merger Agreement”) to be entered into by and between Blue Wolf Mongolia Holdings Corp., a British Virgin Islands business company (the “Company”), Blue Wolf Acquisition Sub, Inc., a Nevada corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Li3 Energy, Inc., a Nevada corporation (“Li3”) relating to the merger between Merger Sub and Li3 whereby Merger Sub will merge with and into Li3, with Li3 continuing as the surviving entity (the “Merger”). In the Merger, Li3 shareholders will receive one (1) ordinary share of the Company (the “Shares”) for every 250 shares of Li3 common stock they own (the “Li3 Shares”).
ACKNOWLEDGEMENT OF FORFEITURE OF SHARES AND WARRANTS May 21, 2013Blue Wolf Mongolia Holdings Corp. • May 21st, 2013 • Blank checks
Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Blue Wolf Mongolia Holdings Corp., a British Virgin Islands business company (the “Company”), Blue Wolf Acquisition Sub, Inc, a Nevada corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Li3 Energy, Inc., a Nevada corporation (“Li3”) (as amended, the “Merger Agreement”).
BLUE WOLF MONGOLIA HOLDINGS CORP.Blue Wolf Mongolia Holdings Corp. • June 7th, 2011 • Blank checks • New York
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 18th, 2013 • Blue Wolf Mongolia Holdings Corp. • Blank checks • New York
Amendment, dated as of April 17, 2013 (the “Amendment”), to the Investment Management Trust Agreement, dated as of July 14, 2011 (the “IMTA Agreement”), by and between Blue Wolf Mongolia Holdings Corp., a British Virgin Islands business company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the IMTA Agreement.
Dear Mr. Kraus: Reference is made to that certain underwriting agreement between Blue Wolf Mongolia Holdings Corp. (the “Company”) and Deutsche Bank Securities Inc., as the representative of the Underwriters (“Deutsche Bank”) dated July 14, 2011 (the...Letter Agreement • May 21st, 2013 • Blue Wolf Mongolia Holdings Corp. • Blank checks
This letter agreement (the “Agreement”) confirms the agreement between the parties that the Underwriters will receive upon the closing of the Business Combination, in lieu of the Original Fee, an amount equal to the sum of: (i) $1,000,000 and (ii) (a) $1,400,000, multiplied by (b) the quotient of: (x) the amount of cash remaining in the Trust Account at the closing of the Business Combination after payment of the aggregate Redemption Price to holders of Ordinary Shares that have tendered such shares to the Company, divided by (y) $80,237,500 (the “Revised Fee”).
Dear Mr. Kraus: Reference is made to that certain letter agreement between Blue Wolf Mongolia Holdings Corp. (the “Company”) and Deutsche Bank Securities Inc., as the representative of the Underwriters (“Deutsche Bank”), dated April 12, 2013, (the...Blue Wolf Mongolia Holdings Corp. • June 24th, 2013 • Blank checks
This letter agreement confirms the agreement between the parties that the Underwriters will receive upon the closing of the Business Combination, in lieu of the Original Fee, an amount equal to the greater of: (i) $350,000 and (ii) six percent (6%) of the amount of cash remaining in the Trust Account at the closing of the Business Combination (after payment of the aggregate Redemption Price to holders of Ordinary Shares that have tendered such shares to the Company) attributable to (a) existing shareholders of the Company (as determined by the Company and Deutsche Bank), including Geologic Resource Partners LLC and (b) new shareholders of the Company who were introduced to the Company by Deutsche Bank (the “Revised Fee”).
INVESTOR’S RIGHTS AGREEMENTInvestor’s Rights Agreement • June 24th, 2013 • Blue Wolf Mongolia Holdings Corp. • Blank checks • New York
This INVESTOR’S RIGHTS AGREEMENT (this “Agreement”) is entered into on this 13th day of June, 2013, by and between Blue Wolf Mongolia Holdings Corp., a British Virgin Islands business company (the “Company”), Li3 Energy, Inc., a Nevada Corporation (“Li3”), and POSCO Canada Ltd., a corporation incorporated under the laws of the Province of British Columbia (the “Investor”).
