REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2012 • Bimini Capital Management, Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ]th day of [ ], 2012, by and between FlatWorld Acquisition Corp., a British Virgin Islands business company organized with limited liability (the “Company”), and Bimini Capital Management, Inc., a Maryland corporation (the “Shareholder”).
MANAGEMENT AGREEMENTManagement Agreement • August 1st, 2012 • Bimini Capital Management, Inc. • Real estate investment trusts • Maryland
MANAGEMENT AGREEMENT, dated as of [ ], 2012, by and between FlatWorld Acquisition Corp., a British Virgin Islands business company limited by shares (the “Company”) and Bimini Advisors, LLC, a Maryland limited liability company (the “Manager”).
LOCK-UP AGREEMENTLock-Up Agreement • August 1st, 2012 • Bimini Capital Management, Inc. • Real estate investment trusts • New York
The undersigned agrees and consents to the entry of stop transfer instructions with FlatWorld’s transfer agent and registrar against, and authorizes FWAC Holdings to cause the transfer agent and registrar to decline, the transfer of relevant securities held by the undersigned except in compliance with the foregoing restrictions. Notwithstanding the foregoing, the undersigned may sell, contract to sell, dispose of, or otherwise transfer for value or otherwise, the Preferred Shares (or the Ordinary Shares into which they are convertible) (i) by gift, will or intestacy, (ii) by distribution to partners, members, shareholders, or beneficiaries of the undersigned, or (iii) to any wholly-owned direct or indirect subsidiary or subsidiaries of the undersigned; provided however, that in the case of a transfer pursuant to (i), (ii) or (iii) above, it shall be a condition to such transfer that the transferee execute an agreement
FWAC HOLDINGS SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • August 1st, 2012 • Bimini Capital Management, Inc. • Real estate investment trusts • New York
This FWAC HOLDINGS SHARE REPURCHASE AGREEMENT (this “Agreement”), is dated as of July 26, 2012, by and among FlatWorld Acquisition Corp., a British Virgin Island business company limited by shares (“FlatWorld”), and FWAC Holdings Limited, a British Virgin Island business company limited by shares (“Sponsor”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2012 • Bimini Capital Management, Inc. • Real estate investment trusts • Virgin Islands
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ]th day of [ ], 2012, by and between FlatWorld Acquisition Corp., a British Virgin Islands business company organized with limited liability (the “Company”), and FWAC Holdings Limited, a British Virgin Islands business company limited by shares (the “Initial Securityholder”). This Agreement amends and restates, in its entirety, that certain registration rights agreement between the Company and the Initial Securityholder dated as of December 9, 2010 (the “Original Registration Agreement”).
INVESTMENT ALLOCATION AGREEMENTInvestment Allocation Agreement • August 1st, 2012 • Bimini Capital Management, Inc. • Real estate investment trusts • Maryland
This INVESTMENT ALLOCATION AGREEMENT (this “Agreement”) is dated as of [ ], 2012, by and among FlatWorld Acquisition Corp., a British Virgin Islands business company limited by shares (the “Company”), Bimini Advisors, LLC, a Maryland limited liability company (the “Manager”), and Bimini Capital Management, Inc., a Maryland corporation (“Bimini”).
WARRANT AGREEMENTWarrant Agreement • August 1st, 2012 • Bimini Capital Management, Inc. • Real estate investment trusts • New York
This WARRANT AGREEMENT (the “Agreement”) is made as of [August ], 2012 between FLATWORLD ACQUISITION CORP., a British Virgin Islands business company limited by shares (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG FLATWORLD ACQUISITION CORP., FTWA ORCHID MERGER SUB LLC, FWAC HOLDINGS LIMITED, ORCHID ISLAND CAPITAL, INC., BIMINI CAPITAL MANAGEMENT, INC. AND BIMINI ADVISORS, LLC Dated as of July 26, 2012Agreement and Plan of Reorganization • August 1st, 2012 • Bimini Capital Management, Inc. • Real estate investment trusts • New York
This Agreement and Plan of Reorganization (this “Agreement”) is made and entered into as of July 26, 2012 by and among Orchid Island Capital, Inc., a Maryland corporation (the “Company”), Bimini Capital Management, Inc., a Maryland corporation (“Bimini”), Bimini Advisors, LLC, a Maryland limited liability company (“Bimini Advisors”), FlatWorld Acquisition Corp., a British Virgin Island business company limited by shares (“Parent”), FTWA Orchid Merger Sub LLC, a Maryland limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), and FWAC Holdings Limited, a British Virgin Islands business company limited by shares (“FWAC Holdings”). Parent, Merger Sub, Bimini, Bimini Advisors and the Company are sometimes referred to herein as a “Party” and collectively as the “Parties.”
