July 14, 2011Underwriting Agreement • August 1st, 2011 • Geologic Resource Partners, LLC • 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.
