0001144204-11-034489 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 7th, 2011 • Blue Wolf Mongolia Holdings Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 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 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”).

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INDEMNITY AGREEMENT
Indemnity 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”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • June 7th, 2011 • Blue Wolf Mongolia Holdings Corp. • Blank checks • New York

This investment management trust agreement (“Agreement”) is made as of [ ], 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 AGREEMENT
Warrant Agreement • June 7th, 2011 • Blue Wolf Mongolia Holdings Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 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”).

RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT
Right 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.
Blue Wolf Mongolia Holdings Corp. • June 7th, 2011 • Blank checks • New York
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