7,000,000 Units BLUE WOLF MONGOLIA HOLDINGS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 5th, 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 5th, 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.
c/o Blue Wolf MHC Ltd. Two Sound View Drive Greenwich, Connecticut 06830 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 5th, 2011 • Blue Wolf Mongolia Holdings Corp. • Blank checks
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 quoted and traded on the Over-the-Counter Bulletin Board. Certain capitalized terms used herein are defined in paragraph 12 hereof.
