Blue Wolf Mongolia Holdings Corp. c/o Blue Wolf MHC Ltd. Two Sound View Drive Greenwich, Connecticut 06830 Li3 Energy, Inc. Marchant Pereira 150 Of. 803 Providencia, Santiago de Chile Chile Re: Support and Lock-Up for Merger Ladies and Gentlemen:Letter Agreement • June 24th, 2013 • Blue Wolf Mongolia Holdings Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Agreement and Plan of Merger (the “Merger Agreement”) to be entered into by and between 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”) relating to the merger between Merger Sub and Li3 whereby Merger Sub will merge with and into Li3, with Li3 continuing as the surviving entity (the “Merger”). In the Merger, Li3 shareholders will receive one (1) ordinary share of the Company (the “Shares”) for every 250 shares of Li3 common stock they own (the “Li3 Shares”).
Dear Mr. Kraus: Reference is made to that certain letter agreement between Blue Wolf Mongolia Holdings Corp. (the “Company”) and Deutsche Bank Securities Inc., as the representative of the Underwriters (“Deutsche Bank”), dated April 12, 2013, (the...Blue Wolf Mongolia Holdings Corp. • June 24th, 2013 • Blank checks
This letter 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 greater of: (i) $350,000 and (ii) six percent (6%) of 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) attributable to (a) existing shareholders of the Company (as determined by the Company and Deutsche Bank), including Geologic Resource Partners LLC and (b) new shareholders of the Company who were introduced to the Company by Deutsche Bank (the “Revised Fee”).
INVESTOR’S RIGHTS AGREEMENTInvestor’s Rights Agreement • June 24th, 2013 • Blue Wolf Mongolia Holdings Corp. • Blank checks • New York
This INVESTOR’S RIGHTS AGREEMENT (this “Agreement”) is entered into on this 13th day of June, 2013, by and between Blue Wolf Mongolia Holdings Corp., a British Virgin Islands business company (the “Company”), Li3 Energy, Inc., a Nevada Corporation (“Li3”), and POSCO Canada Ltd., a corporation incorporated under the laws of the Province of British Columbia (the “Investor”).
