REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2013 • MedWorth Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of _________, 2013, by and among MedWorth Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 20th, 2013 • MedWorth Acquisition Corp. • Blank checks • New York
This Agreement is made as of ___________, 2013 by and between MedWorth Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
MedWorth Acquisition Corp. Miami, Florida 33131 EarlyBirdCapital, Inc. New York, New York 10016 (as representative of the underwriters)Letter Agreement • May 20th, 2013 • MedWorth Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between MedWorth Acquisition Corp., a blank check company formed under the laws of the State of Delaware (the “Company”), and EarlyBirdCapital, Inc., as representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of 6,000,000 shares (or up to 6,900,000 Shares if the entire over-allotment option is exercised) (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Shares will be sold in the Offering pursuant to a registration statement on Form S-1 and related prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and shall be listed on the Nasdaq Capital Market. Certain capitalized terms used herein and not otherwise defined are defined in paragraph [13] hereof.
Subscription Agreement As of March 13, 2013Subscription Agreement • May 20th, 2013 • MedWorth Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase 12,500 shares of common stock (“Sponsors’ Shares”) of MedWorth Acquisition Corp. (the “Corporation”), at $8.00 per Sponsor Share, for an aggregate purchase price of $100,000 (“Purchase Price”). The closing of the purchase of the Sponsors’ Shares shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) pursuant to a Registration Statement on Form S-1 filed by the Corporation with the Securities and Exchange Commission (the “Registration Statement”). EarlyBirdCapital, Inc. is acting as representative of the underwriters in the IPO. The Sponsors’ Shares will be sold to the undersigned on a private placement basis and not as part of the IPO.
