REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 12th, 2010 • FlatWorld Acquisition Corp. • Virgin Islands
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of ___, 2010, by and between FlatWorld Acquisition Corp., a British Virgin Islands business company organized with limited liability (the “Company”) and FWAC Holdings Limited (the “Initial Securityholder”).
UNDERWRITING AGREEMENT betweenUnderwriting Agreement • October 12th, 2010 • FlatWorld Acquisition Corp. • New York
The undersigned, FLATWORLD ACQUISITION CORPORATION, a British Virgin Islands business company with limited liability (the “Company”), hereby confirms its agreement with Rodman & Renshaw, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • October 12th, 2010 • FlatWorld Acquisition Corp. • New York
This WARRANT AGREEMENT (the “Agreement”) is made as of October __, 2010 between FLATWORLD ACQUISITION CORP., a British Virgin Islands business company organized with limited liability (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”).
October __, 2010 FlatWorld Acquisition Corp. Palm Grove House, Palm Grove Park Road Town, Tortola, VG1110, British Virgin Islands Rodman & Renshaw LLC Re: Initial Public Offering Gentlemen:Letter Agreement • October 12th, 2010 • FlatWorld Acquisition Corp.
This letter agreement (the “Agreement”) by the undersigned shareholder of FlatWorld Acquisition Corp. (“Company”) is made in consideration of Rodman & Renshaw LLC (“Rodman”) pursuing an underwritten initial public offering of the securities of the Company (“IPO”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • October 12th, 2010 • FlatWorld Acquisition Corp. • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of [ ], 2010 by and between FlatWorld Acquisition Corp., a British Virgin Islands company organized with limited liability (the “Company”) and FlatWorld Capital LLC, a Delaware limited liability company (“FlatWorld”) in connection with the Company’s proposed public offering of units consisting of ordinary shares, no par value (“Ordinary Shares”) and warrants to purchase Ordinary Shares, pursuant to a registration statement on Form F-1, filed by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).
October __, 2010 FlatWorld Acquisition Corp. Palm Grove House, Palm Grove Park Road Town, Tortola, VG1110, British Virgin Islands Rodman & Renshaw LLC Re: Initial Public Offering Gentlemen:Letter Agreement • October 12th, 2010 • FlatWorld Acquisition Corp.
This letter agreement (the “Agreement”) by the undersigned officer and director of FlatWorld Acquisition Corp. (“Company”) is made in consideration of Rodman & Renshaw LLC (“Rodman”) pursuing an underwritten initial public offering of the securities of the Company (“IPO”).
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • October 12th, 2010 • FlatWorld Acquisition Corp. • Virgin Islands
This WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 9th day of July, 2010 by and between FlatWorld Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at Palm Grove House, Palm Grove Park, Road Town, Tortola, VG1110, British Virgin Islands, and FWAC Holdings Limited, a British Virgin Islands company incorporated with limited liability (the “Sponsor”), having its principal place of business at PO Box 4649, Palm Grove House, Palm Grove Park, Road Town, Tortola, VG1110, British Virgin Islands.
AMENDMENT NO. 1 TO WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • October 12th, 2010 • FlatWorld Acquisition Corp. • Virgin Islands
This Amendment No. 1 (the “Amendment”) dated October 8, 2010 to that certain Warrant Subscription Agreement (the “Agreement”) dated July 9, 2010, by and between FlatWorld Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at Palm Grove House, Palm Grove Park, Road Town, Tortola, VG1110, British Virgin Islands, and FWAC Holdings Limited, a British Virgin Islands company incorporated with limited liability (the “Sponsor”), having its principal place of business at PO Box 4649, Palm Grove House, Palm Grove Park, Road Town, Tortola, VG1110, British Virgin Islands. All capitalized terms not defined herein shall have the same meaning ascribed to them in the Agreement.
EXHIBIT A Form of Underwriter’s Option AgreementFlatWorld Acquisition Corp. • October 12th, 2010 • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (1) THE CONSUMMATION BY FLATWORLD ACQUISITON CORP. (THE “COMPANY”) OF A MERGER, SHARE CAPITAL EXCHANGE, ASSET OR STOCK ACQUISITION, CONTROL THROUGH CONTRACTUAL ARRANGEMENTS OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGSITRATION STATEMENT (DEFINED HEREIN) AND ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS]. VOID AFTER 5:00 P.M. EASTERN TIME, ___________________ [DATE THAT IS FIVE YEARS THE FROM EFFECTIVE DATE OF THE REGISTRATION STATEMENT].
RE:FlatWorld Acquisition Corp. • October 12th, 2010
This letter will confirm our agreement, effective on the date (the “Effective Date”) of the initial public offering (“IPO”) of the securities of FlatWorld Acquisition Corp. (the “Company”) and continuing until the earlier to occur of: (i) the consummation of a Business Transaction (as described in the Registration Statement), (ii) 18 or 24 months, as applicable, from the Effective Date, and (iii) the date on which the Company ceases its corporate existence in accordance with its Amended and Restated Memorandum and Articles of Association, FWC Management Services Ltd shall make available to the Company office space and, if necessary, access to facilities located in other jurisdictions, as well as for certain general and administrative services, including but not limited to receptionist, secretarial and general office services. In exchange therefore, the Company shall pay FWC Management Services Ltd the sum of $7,500 per month on the Effective Date and continuing monthly thereafter.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 12th, 2010 • FlatWorld Acquisition Corp. • New York
This agreement (“Agreement”) is made as of October __, 2010 by and between FlatWorld Acquisition Corp. (the “Company”), a British Virgin Islands business company organized with limited liability and Continental Stock Transfer & Trust Company (“Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement.
AMENDMENT NO. 1 TO SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • October 12th, 2010 • FlatWorld Acquisition Corp. • Virgin Islands
This Amendment No. 1 (the “Amendment”) dated October 8, 2010 to that certain Securities Subscription Agreement (the “Agreement”) dated July 9, 2010, by and between FlatWorld Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at Palm Grove House, Palm Grove Park, Road Town, Tortola, VG1110, British Virgin Islands, and FWAC Holdings Limited, a British Virgin Islands company incorporated with limited liability (the “Sponsor”), having its principal place of business at PO Box 4649, Palm Grove House, Palm Grove Park, Road Town, Tortola, VG1110, British Virgin Islands. All capitalized terms not defined herein shall have the same meaning ascribed to them in the Agreement.
FlatWorld Acquisition Corp. Palm Grove House Road Town Tortola VG1110 British Virgin IslandsFlatWorld Acquisition Corp. • October 12th, 2010 • Virgin Islands
We are pleased to accept the offer FWAC Holdings Limited (the “Subscriber” or “you”) has made to purchase 1,078,125 ordinary shares (the “Shares”), no par value per share (the “Ordinary Shares”), up to 140,625 of which Shares are subject to complete or partial forfeiture (the “forfeiture”) by you if the underwriters of the initial public offering (“IPO”) of FlatWorld Acquisition Corp., a British Virgin Islands business company incorporated with limited liability (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
