Blue Wolf Mongolia Holdings Corp. – C/O Blue Wolf MHC Ltd. Two Sound View Drive Greenwich, Connecticut 06830 Re: Initial Public Offering Ladies and Gentlemen: (July 5th, 2011)
This letter ("Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") to be entered into by and between Blue Wolf Mongolia Holdings Corp., a British Virgin Islands business company (the "Company"), and Deutsche Bank Securities Inc., as representative of the several underwriters (the "Underwriters"), relating to an underwritten initial public offering (the "Offering") of 7,000,000 of the Company's units (the "Units"), each comprised of one ordinary share no par value of the Company (the "Ordinary Shares"), and one warrant exercisable for one Ordinary Share (each, a "Warrant"). The Units shall be sold in the Offering pursuant to a registration statement on Form S-1 and prospectus (the "Prospectus") filed by the Company with the Securities and Exchange Commission (the "Commission") and shall be quoted and traded on the Over-the-Counter Bulletin Board. Certain capitalized terms used herein are defined in paragraph 12 hereof.
Blue Wolf Mongolia Holdings Corp. – Contract (June 7th, 2011)