REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 6th, 2010 • FlatWorld Acquisition Corp. • Blank checks • Virgin Islands
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of December, 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 • December 6th, 2010 • FlatWorld Acquisition Corp. • Blank checks • New York
The undersigned, FLATWORLD ACQUISITION CORP., 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 • December 6th, 2010 • FlatWorld Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (the “Agreement”) is made as of December __, 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”).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal and Corporate Opportunities Agreement • December 6th, 2010 • FlatWorld Acquisition Corp. • Blank checks • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of December __, 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”).
December __, 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:Initial Public Offering Agreement • December 6th, 2010 • FlatWorld Acquisition Corp. • Blank checks
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”).
December __, 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:Initial Public Offering Agreement • December 6th, 2010 • FlatWorld Acquisition Corp. • Blank checks
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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 6th, 2010 • FlatWorld Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of December __, 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.
RE:Management Services Agreement • December 6th, 2010 • FlatWorld Acquisition Corp. • Blank checks
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) 21 months 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.
AMENDMENT NO. 3 TO WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • December 6th, 2010 • FlatWorld Acquisition Corp. • Blank checks • Virgin Islands
This Amendment No. 3 (the “Amendment”) dated December 6, 2010 to that certain Warrant Subscription Agreement dated July 9, 2010, as amended by Amendment No. 1 to the Warrant Subscription Agreement dated October 8, 2010 and Amendment No. 2 to the Warrant Subscription Agreement dated November 9, 2010 (the “Agreement”), each 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.
