AGREEMENT AND PLAN OF MERGER BY AND AMONG Li3 ENERGY, INC.,Merger Agreement • 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”.
ACKNOWLEDGEMENT OF FORFEITURE OF SHARES AND WARRANTS May 21, 2013Acknowledgement of Forfeiture of Shares and Warrants • May 21st, 2013 • Blue Wolf Mongolia Holdings Corp. • 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”).
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...Underwriting 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”).
