MedWorth Acquisition Corp. Miami, Florida 33131 EarlyBirdCapital, Inc. New York, New York 10016 (as representative of the underwriters)Underwriting Agreement • April 1st, 2013 • MedWorth Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between MedWorth Acquisition Corp., a blank check company formed under the laws of the State of Delaware (the “Company”), and EarlyBirdCapital, Inc., as representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of 6,000,000 shares (or up to 6,900,000 Shares if the entire over-allotment option is exercised) (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Shares will be sold in the Offering pursuant to a registration statement on Form S-1 and related 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 and not otherwise defined are defined in paragraph [13] hereof.
MEDWORTH ACQUISITION CORP.Service Agreement • April 1st, 2013 • MedWorth Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of MedWorth Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Allied Medical Supply Inc. (“Provider”) shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 999 Brickell Avenue, Suite 800, Miami, FL 33131 (or any successor location). In exchange therefore, the Company shall pay Provider the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 1st, 2013 • MedWorth Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of ___________, 2013 (“Agreement”), by and among MEDWORTH ACQUISITION CORP., a Delaware corporation (“Company”), Charles F. Fistel (“Fistel”), Stephen B. Cichy (“Cichy”), and Anthony Minnuto (“Minnuto” and together with Fistel and Cichy, the “Insiders”), ___________ and ________ (collectively with the Insiders, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Subscription Agreement As of March 26, 2013Subscription Agreement • April 1st, 2013 • MedWorth Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase a number of shares of common stock (“Sponsors’ Shares”) of MedWorth Acquisition Corp. (the “Corporation”), at $8.00 per Sponsor Share (the “Purchase Price”), equal to 586,250 less the number of Sponsors’ Shares purchased by the other officers and directors of the Corporation between the date hereof and effective date of the Corporation’s Registration Statement on Form S-1 filed by the Corporation with the Securities and Exchange Commission (the “Registration Statement”) in connection with its initial public offering of securities (“IPO”). EarlyBirdCapital, Inc. is acting as representative of the underwriters in the IPO. In addition, if the underwriters in the IPO exercise the over-allotment option, in part or in full, the undersigned agrees to purchase up to an additional 72,000 Sponsors’ Shares, pro rata based on the percentage of the overallotment option that is exercised (the “Over-allotment Sponsors’ Shares”), at $8.00 pe
