REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2012 • FlatWorld Acquisition Corp. • Blank checks • 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 AGREEMENT by and between FlatWorld Acquisition Corp. and Bimini Advisors, LLC Dated as of [ ], 2012Management Agreement • July 30th, 2012 • FlatWorld Acquisition Corp. • Blank checks • 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 • July 30th, 2012 • FlatWorld Acquisition Corp. • Blank checks • New York
FWAC HOLDINGS SHARE REPURCHASE AGREEMENTFwac Holdings Share Repurchase Agreement • July 30th, 2012 • FlatWorld Acquisition Corp. • Blank checks • 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”).
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG FLATWORLD ACQUISITION CORP., FTWA ORCHID MERGER SUB LLC,Agreement and Plan of Reorganization • July 30th, 2012 • FlatWorld Acquisition Corp. • Blank checks • 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.”
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2012 • FlatWorld Acquisition Corp. • Blank checks • 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”).
LETTER AGREEMENT DATED JULY 24, 2012 BY AND BETWEEN FLATWORLD ACQUISITION CORP., RODMAN & RENSHAW, LLC, EARLYBIRDCAPITAL, INC., AND LADENBURG THALMANN & CO.Letter Agreement • July 30th, 2012 • FlatWorld Acquisition Corp. • Blank checks
This document hereby serves as an amendment to that Underwriting Agreement entered into as of December 9, 2010 between FlatWorld Acquisition Corp. (together with its subsidiaries and affiliates, the “Company”) and Rodman & Renshaw, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters, EarlyBirdCapital, Inc. and Ladenburg Thalmann & Co, hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”). This amendment is conditioned upon the completion of the proposed Business transaction with Orchid Island Capital, Inc. and Bimini Capital Management, Inc. closing. In the event that the transaction does not close, then this amendment is of no force or effect. Capitalized terms used herein shall have the meanings ascribed to them in the Underwriting Agreement unless otherwise defined herein.
WARRANT AGREEMENTWarrant Agreement • July 30th, 2012 • FlatWorld Acquisition Corp. • Blank checks • 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”).
INVESTMENT ALLOCATION AGREEMENTInvestment Allocation Agreement • July 30th, 2012 • FlatWorld Acquisition Corp. • Blank checks • 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”).
