6,600,000 Shares of Common Stock MedWorth Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • July 1st, 2013 • MedWorth Acquisition Corp. • Blank checks • New York
MedWorth Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative, with such other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2013 • MedWorth Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 26th day of June, 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 • July 1st, 2013 • MedWorth Acquisition Corp. • Blank checks • New York
This Agreement is made as of June 26, 2013 by and between MedWorth Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
June 26, 2013Letter Agreement • July 1st, 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 6,600,000 shares (or up to 7,590,000 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.
June 26, 2013Letter Agreement • July 1st, 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 6,600,000 shares (or up to 7,590,000 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 12 hereof.
Subscription Agreement As of June 26, 2013Subscription Agreement • July 1st, 2013 • MedWorth Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase 18,750 shares of common stock (“Sponsors’ Shares”) of MedWorth Acquisition Corp. (the “Corporation”), at $8.00 per Sponsor Share, for an aggregate purchase price of $150,000 (“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.
Subscription AgreementSubscription Agreement • July 1st, 2013 • MedWorth Acquisition Corp. • Blank checks
In addition to the shares previously subscribed for pursuant to the undersigned’s Subscription Agreement dated March 26, 2013, the undersigned hereby subscribes for and agrees to purchase 29,250 shares of common stock (“Sponsors’ Shares”) of MedWorth Acquisition Corp. (the “Corporation”), at $8.00 per Sponsor Share (the “Purchase Price”). EarlyBirdCapital, Inc. is acting as representative of the underwriters in the Corporation’s initial public offering (the “IPO”). In addition, if the underwriters in the IPO exercise the over-allotment option, in part or in full, the undersigned agrees to purchase up to an additional 7,200 Sponsors’ Shares, pro rata based on the percentage of the overallotment option that is exercised (the “Over-allotment Sponsors’ Shares”), at $8.00 per Sponsor Share (the “Over-allotment Purchase Price”). The Sponsors’ Shares and Over-allotment Sponsors’ Shares will be sold to the undersigned on a private placement basis and not as part of the IPO.
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 1st, 2013 • MedWorth Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of June 26, 2013 (“Agreement”), by and among MEDWORTH ACQUISITION CORP., a Delaware corporation (“Company”), Charles F. Fistel (“Fistel”), Stephen B. Cichy (“Cichy”), and Anthony Minnuto (“Minnuto” and together with Fistel and Cichy, the “Insiders”), John J. Delucca, Jeffrey A. Rein, Robert G. Savage and Howard I. Schwartz, M.D. (collectively with the Insiders, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
June 5, 2013MedWorth Acquisition Corp. • July 1st, 2013 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between MedWorth Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the Underwriters named in Schedule I thereto (together with the Representative, collectively the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company's common stock, par value $0.0001 per share (the “Common Stock”). Certain capitalized terms used herein are defined in Section 3 hereof.
