Marked 13D of Gil Lamphere (00144439.DOC;2)

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ivze7ksH8kPDJWF3XOvYxmSw3RX+e3G1Gj594iHHCgOjWvWEYW1HTvTWHTCpxgxH hcWTHyVglXgs1O9KuUpMqw== 0001209751-10-000002.txt : 20101222 0001209751-10-000002.hdr.sgml : 20101222 20101222115931 ACCESSION NUMBER: 0001209751-10-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20101222 DATE AS OF CHANGE: 20101222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LAMPHERE GILBERT H CENTRAL INDEX KEY: 0001209751 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: ONE MALAGA ST CITY: ST AUGUSTINE STATE: FL ZIP: 32084 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FlatWorld Acquisition Corp. CENTRAL INDEX KEY: 0001499573 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 980666872 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85805 FILM NUMBER: 101267674 BUSINESS ADDRESS: STREET 1: PALM GROVE HOUSE, PALM GROVE PARK STREET 2: ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 BUSINESS PHONE: 12848521894 MAIL ADDRESS: STREET 1: PALM GROVE HOUSE, PALM GROVE PARK STREET 2: ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 SC 13D 1 v1209751_13d.htm Marked 13D of Gil Lamphere (00144439.DOC;2)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

FLATWORLD ACQUISITION CORP.

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

G35536104

(CUSIP Number)

Gilbert H. Lamphere

FlatWorld Capital LLC

220 East 42nd Street, 29th Floor

New York, NY 10017

Tel: (212) 496-4001

Fax: (212) 496-4002

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

December 10, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1. Name of Reporting Person: Gilbert H. Lamphere

I.R.S. Identification Nos. of above person (entities only): N/A

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) o

3. SEC Use Only

4. Source of Funds (See Instructions): PF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization: United States of America

Number of Shares Beneficially Owned by Each Reporting Person With:

7. Sole Voting Power: 0

8. Shared Voting Power (1) (2): 245,149

9. Sole Dispositive Power: 245,149

10. Shared Dispositive Power: 0

11. Aggregate Amount Beneficially Owned by Each Reporting Person: 245,149

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

13. Percent of Class Represented by Amount in Row (11) (3) 8.7%

14. Type of Reporting Person (See Instructions): IN

(1)

As described in Item 4, the Ordinary Shares include 195,149 shares beneficially owned by the Reporting Person prior to the Initial Public Offering, up to 25,454 of which are subjected to forfeiture if the underwriters’ over-allotment option is not exercised in full and 50,000 shares purchased under the Directed Unit Program.

(2)

Due to the Letter Agreement described in Item 4, the Reporting Person has shared voting power of all Ordinary Shares beneficially owned by him.

(3)

The numerator includes 25,454 shares beneficially owned by the Reporting Person subject to forfeiture if the underwriters’ over-allotment option is not exercised in full and the denominator includes an aggregate of 82,500 shares subject to forfeiture if the underwriters’ over-allotment option is not exercised in full.

ITEM 1. SECURITY AND ISSUER

The class of equity securities to which this Schedule 13D (“Statement”) relates is the ordinary shares, no par value (“Ordinary Shares”) of FlatWorld Acquisition Corp., a British Virgin Islands corporation (“Issuer”). The principal executive offices of the Issuer are located at Palm Grove House, Road Town, Tortola, VG1110, British Virgin Islands.

As of December 10, 2010, the Reporting Person beneficially owns 245,149 Ordinary Shares.

ITEM 2. IDENTITY AND BACKGROUND


(a)	Name of Person filing this Statement:

This Statement is being filed by Gilbert H. Lamphere (“Reporting Person”).


(b)	Residence or Business Address:

The business address of the Reporting Person is c/o FlatWorld Capital LLC; 220 East 42^nd Street; 29^th Floor; New York, NY 10017.


(c)	Present Principal Occupation and Employment:

Reporting Person’s principal occupation is as a Partner of FlatWorld Capital LLC, an investment firm. Reporting Person is also the Chairman of the Board of Directors of FlatWorld Acquisition Corp.


(d)	Criminal Convictions:

The Reporting Person has not been charged or convicted in a criminal proceeding during the last five years (excluding traffic violation or similar misdemeanors).


(e)	Civil Proceedings:

The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years where such person, as result of such proceeding, was or became subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such law.


(f)	State of Incorporation/Organization/Citizenship:

Mr. Lamphere is a citizen of the United States of America.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 3, as applicable.

ITEM 4. PURPOSE OF TRANSACTION

Issuer’s Initial Public Offering

On December 10, 2010, the Issuer sold 2,200,000 units in connection with its initial public offering of units as described in the registration statement on Form F-1 (File No. 333-169860) and the registration statement filed pursuant to Rule 462(b) on Form F-1 (File No. 333-171090) (collectively, the “Registration Statements”). Each unit consisted of one Ordinary Share, and a warrant (the “Warrant”) to purchase one Ordinary Share. The Warrants are not exercisable until the later to occur of: (i) December 9, 2011 or (ii) the consummation by the company of an initial business transaction as described in the Registration Statements (the “Business Transaction”).

On July 9, 2010, the Issuer issued to its sponsor, FWAC Holdings Limited (“FWAC Holdings”), 1,078,125 Ordinary Shares for an aggregate amount of $25,000 in cash. On October 8, 2010, the Issuer effected a share combination (reverse stock split) of its issued and outstanding Ordinary Shares, with each Ordinary Share being combined into 0.933333 Ordinary Shares. On November 9, 2010, the Issuer effected another share combination (reverse stock split) of its issued and outstanding Ordinary Shares, with each Ordinary Share being combined into 0.5714286 Ordinary Shares. On December 9, 2010, the Issuer effected a 1.1 for 1 share split of its issued and outstanding Ordinary Shares. As a result of the foregoing, FWAC Holdings (the Issuer’s sole shareholder) was left with 632,500 Ordinary Shares (up to 82,500 of which are subjected to forfeiture if the underwriters’ over-allotment option is not exercised in full).

Reporting Person, through his membership interest in FWAC Sponsor Limited (a British Virgin Islands business company and shareholder of FWAC Holdings), beneficially owns 30.85% of FWAC Holdings Limited, representing 6.17% ownership interest in FlatWorld Acquisition Corp. or 195,149 beneficially-owned Ordinary Shares of the Issuer. Of 195,149 Ordinary Shares beneficially-owned by Reporting Person, 25,454 are subject to forfeiture if the underwriters’ over-allotment option is not exercised in full.

In addition on December 10, 2010, Reporting Person purchased 50,000 units in Directed Unit Program described below.

Letter Agreement between the Issuer and Reporting Person. On December 9, 2010, Reporting Person entered into a letter agreement (the “Letter Agreement”) with the Issuer, pursuant to which Reporting Person has agreed that in the event the Issuer solicits its shareholders for approval of a Business Transaction, Reporting Person will vote all of his Ordinary Shares, including any ordinary shares acquired in connection with or following the initial public offering, in favor of such initial Business Transaction.

Letter Agreement between the Issuer and FWAC Holdings. Also on December 9, 2010, FWAC Holdings and the Issuer entered into a letter agreement (the “Sponsor Agreement”) pursuant to which FWAC Holdings agreed not to, except under certain limited circumstances sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, until: (A) with respect to 50% of such shares, one year after the completion of the Issuer’s Business Transaction (or earlier if, subsequent to the Business Transaction, the last sales price of the Ordinary Shares equals or exceeds $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Transaction), (B) with respect to 25% of such shares, if the last sales price of the Ordinary Shares equals or exceeds $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 10 trading days within any 30-trading day period following our initial Business Transaction, the later of the date the foregoing condition is met or one year after the completion of the Issuer’s Business Transaction (or earlier if, subsequent to the Business Transaction, the last sales price of the Ordinary Shares equals or exceeds $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Transaction) and (C) with respect to 25% of such shares, if the last sales price of the Ordinary Shares equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 10 trading days within any 30-trading day pe riod following the Business Transaction, the later of the date the foregoing condition is met or one year after the completion of the Issuer’s Business Transaction (or earlier if, subsequent to the Business Transaction, the last sales price of the Ordinary Shares equals or exceeds $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Transaction). All of the Sponsor Shares will be released from such restrictions, if, following consummation of a Business Transaction, the Issuer engages in a subsequent liquidation, share exchange, share reconstruction and amalgamation or contractual control arrangement or engages in any other similar business transaction.

Directed Unit Program. The Issuer’s underwriters’ reserved up to 100,000 units for sale at the initial public offering price through a directed unit program to persons who are directors, officers, advisors or employees, or who are otherwise associated with the Issuer’s sponsor. Reporting Person purchased 50,000 under this Directed Unit Program. The number of units available for sale to the public were reduced by the number of directed units purchased by Reporting Person in the program.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER


(a)	Aggregate Beneficial Ownership:

Reporting Person beneficially owns the following securities of the Issuer:


Title of Security	Amount	Percentage
Ordinary Shares, no par value	245,149	8.7%

The percentage indicated above is based on an aggregate of 2,832,500 Ordinary Shares, including 632,500 Ordinary Shares owned by the Company’s sponsor, FWAC Holdings Limited, and purchased in a private placement and including 82,500 Ordinary Shares which are subject to forfeiture by the Company’s sponsor if the underwriters’ over-allotment option is not exercised in full as reported. As described in Item 4, the Ordinary Shares include 195,149 shares beneficially owned by the Reporting Person prior to the Initial Public Offering, up to 25,454 of which are subjected to forfeiture if the underwriters’ over-allotment option is not exercised in full and 50,000 shares purchased under the Directed Unit Program.


(b)	Power to Vote and Dispose of the Issuer Shares:

Reporting Person has shared voting authority for 245,149 shares and sole disposition authority of the 245,149 Ordinary Shares of the Issuer. Although Reporting Person owns 50,000 Ordinary Shares individually, such Ordinary Shares remain subject to the voting requirement set forth in the Letter Agreement. Additionally, upon the consummation by the Issuer of a Business Transaction, the Ordinary Shares will be distributed to the Reporting Person (from FWAC Holdings), as such, Reporting Person holds dispositive power over all Ordinary Shares currently owned.


(c)	Transactions Effected During the Past 60 Days:

Reporting Person has not effected any transactions in the Ordinary Shares during the past 60 days, other than as described in this Statement.


(d)	Right of Others to Receive Dividends or Proceeds of Sale:

None.


(e)	Date Ceased to be the Beneficial Owner of More Than Five Percent:

Not Applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Pursuant to the Letter Agreement, Reporting Person has agreed that in the event the Issuer solicits its shareholders for approval of a Business Transaction, Reporting Person will vote all of his Ordinary Shares, including any ordinary shares acquired in connection with or following the initial public offering, in favor of such initial Business Transaction.

Pursuant to the Sponsor Agreement, FWAC Holdings agreed not to, except under certain limited circumstances sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, until: (A) with respect to 50% of such shares, one year after the completion of the Issuer’s Business Transaction (or earlier if, subsequent to the Business Transaction, the last sales price of the Ordinary Shares equals or exceeds $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Transaction), (B) with respect to 25% of such shares, if the last sales price of the Ordinary Shares equals or exceeds $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 10 trading days within any 30-trading day period following our initial Business Transaction, the later of the date the foregoing condition is met or one year after the completion of the Issuer’s Business Transaction (or earlier if, subsequent to the Business Transaction, the last sales price of the Ordinary Shares equals or exceeds $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Transaction) and (C) with respect to 25% of such shares, if the last sales price of the Ordinary Shares equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 10 trading days within any 30-trading day period following the Business Transaction, the later of the date the foregoing condition is met or one year after the completion of the Issuer’s Business Transaction (or earlier if, subsequent to the Business Transaction, the last sales price of the Ordinary Shares equals or exceeds $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Transaction). All of the Sponsor Shares will be released from such restrictions, if, following consummation of a Business Transaction, the Issuer engages in a subsequent liquidation, share exchange, share reconstruction and amalgamation or contractual control arrangement or engages in any other similar business transaction.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 20, 2010

/s/ Gilbert H. Lamphere

Gilbert H. Lamphere

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS


10.1		Letter Agreement dated December 9, 2010 between FlatWorld Acquisition Corp. and Gilbert H. Lamphere
10.2		Letter Agreement dated December 9, 2010 between FlatWorld Acquisition Corp. and FWAC Holdings Limited.

EX-10.1 2 v1209751_exhibit10-1.htm EXECUTION - IL - G Lamphere (00139521.DOC;4)

December 9, 2010

FlatWorld Acquisition Corp.

Palm Grove House, Palm Grove Park

Road Town, Tortola, VG1110, British Virgin Islands

Rodman & Renshaw LLC

1251 Avenue of the Americas, 20^th Floor
New York, NY 10020

Re: Initial Public Offering

Gentlemen:

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”).

The undersigned hereby agrees as follows (certain capitalized terms used herein are defined in Paragraph 13 hereof):

1. Solely in the event the Company solicits its shareholders for approval of a Business Transaction, the undersigned will vote all of his Ordinary Shares, including any IPO Shares acquired in connection with or following the IPO, in favor of such initial Business Transaction.

2. In the event that the Company fails to consummate a Business Transaction prior to the occurrence of the Termination Event, the undersigned will take all reasonable actions within his power to further the automatic redemption of IPO Shares pursuant to the Company’s amended and restated memorandum and articles of association, pro rata, at a redemption price equal to the amount held in the Trust Account, less taxes and any interest earned on the proceeds placed in the Trust Account that were used for working capital purposes. In the event of the liquidation of the Trust Account (other than in connection with the consummation of a Business Transaction), the undersigned agrees to indemnify and hold harmless the Company against any and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in in vestigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by any vendor or other Person who is owed money by the Company (in excess of the proceeds of the IPO not held in trust at such time) for services rendered to the Company or contracted for or products sold, or by any target business, but only to the extent necessary, pro rata based upon the undersigned’s beneficial ownership interest in FWAC Holdings Limited, a British Virgin Islands business company and sponsor of the Company, to ensure that such loss, liability, claim, damage or expense does not reduce the amount in the Trust Account below $10.20 per share (or $10.146 per share if the underwriter’s over-allotment option is exercised in full); provided that such indemnity shall not apply if such vendor or prospective target business executed an agreement waiving any claims against the Trust Account and except as t o any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. The undersigned hereby waives: (i) any and all right, title, interest or claim of any kind (“Claim”) in or to any funds in, or distributions from, the Trust Account and (ii) in connection with any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company, the right to seek recourse against the Trust Account for any reason whatsoever; provided, however, the undersigned shall be entitled to liquidation distributions if no Business Transaction is consummated in connection with any IPO Shares owned by the undersigned.

3. In order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the Company for its consideration, prior to presentation to any other Person or entity, any suitable opportunity to acquire an operating business of which the undersigned, or any company or other entity controlled or managed by the undersigned, becomes aware, until the earlier of: (i) the consummation by the Company of a Business Transaction, (ii) the Termination Event or (iii) such time as the undersigned ceases to be an officer or director of the Company, subject to any pre-existing fiduciary and contractual obligations the undersigned might have; provided, however, if the Company’s management rejects such opportunity, the undersigned shall be free to present such opportunity to any other Person or entity.

4. The undersigned acknowledges and agrees that the Company will not consummate any Business Transaction with an entity which is Affiliated with the undersigned, or any officer, director, advisor or the sponsor of the Company, unless the Company obtains an opinion from an independent investment banking firm that the Business Transaction is fair to the Company’s unaffiliated shareholders from a financial point of view.

5. There will be no fees, reimbursements, cash payments or compensation of any kind, including the issuance of any securities of the Company, made to the undersigned, any member of the family of the undersigned, or any Affiliate (directly or indirectly) related to the undersigned, nor shall any such Person accept such compensation, prior to the earlier of consummation of an initial Business Transaction or the Termination Event; provided, however, the undersigned shall be entitled to (a) reimbursement from the Company for his out-of-pocket expenses incurred in connection with seeking and consummating a Business Transaction and (b) certain Affiliates of the undersigned shall be entitled to (i) repayment of an aggregate of $125,000 in non-interest bearing loans made in connection with the IPO and (ii) payment of $7,500 per month for office space and general and administrative servic es, including but not limited to receptionist, secretarial and general office services beginning on the date of the Registration Statement. Additionally, the undersigned may, but is not obligated to, loan the Company funds in whatever amount deemed reasonable in the sole discretion of the undersigned and, in exchange for such loan, receive a convertible note or other security from the Company.

6. The undersigned agrees to be chairman of the board of directors and a member of the office of the chief executive of the Company until the earlier of: (i) the consummation by the Company of a Business Transaction, (ii) the Termination Event, (iii) the resignation, death or removal of the undersigned or (iv) until the undersigned’s successor is duly appointed and takes office. The undersigned’s biographical information furnished to the Company and Rodman is true and accurate in all respects, does not omit any material information with respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to the rules governing foreign private issuers. The undersigned’s questionnaire furnished to the Company and Rodman is true and accurate in all respects. The undersigned represents and warrants that:< /P>

(a) he is not subject to, or a respondent in, any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;

(b) he has never been convicted of or pleaded guilty to any crime (i) involving any fraud, (ii) relating to any financial transaction or handling of funds of another Person, or (iii) pertaining to any dealings in any securities and he is not currently a defendant in any such criminal proceeding; and

(c) he has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.

7. The undersigned has full right and power, without violating any agreement by which he/it is bound, to enter into this Agreement and to serve as chairman of the board of directors and a member of the office of the chief executive of the Company.

8. The undersigned hereby waives: (i) in connection with the submission of a Business Transaction to a vote of the Company’s shareholders and (ii) in connection with a tender offer presented to the Company’s shareholders in connection with a Business Transaction, the right to redeem or seek to redeem, tender or seek to tender, or to seek appraisal rights with respect to, all as applicable, any Ordinary Shares then owned by the undersigned, directly or indirectly. For purposes of clarity nothing contained herein shall prevent the undersigned from redeeming any IPO Shares in connection with the Termination Event or any voluntary redemption by the Company.

9. This Agreement shall be governed by and construed and enforced in accordance with the laws of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this Agreement shall be brought and enforced first in the U.S. District Court for the Southern District of New York, then to such other federal or state courts located in the State of New York, and irrevocably submits to such jurisdiction in New York, which jurisdiction shall be exclusive and (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

10.

This Agreement, including any agreement referenced herein, constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.

11.

No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Agreement shall be binding on the undersigned and its respective successors, heirs, personal representatives and assigns.

12.

Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt or delivery confirmation requested), by hand delivery, facsimile or electronic transmission.

13. As used herein, (a) “Affiliate” or “Affiliates” means a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by agreement, as trustee or executor, or otherwise, (b) “Business Transaction” means an initial acquisition, share exchange, share reconstruction and amalgamation or contractual control arrangement with, purchase of all or substantially all of the assets of, or any other similar business transaction with one or more operating businesses or assets, (c) “Insiders” mean all officers, directors and shareholder s of the Company immediately prior to the IPO; (d) “IPO Shares” mean all Ordinary Shares issued in the IPO; (e) “Ordinary Shares” mean the ordinary shares, no par value, of the Company, (f) “Person” means any individual or entity, including, but not limited to, all corporations, partnerships and limited liability companies, (g) “Registration Statement” means that certain registration statement of the Company on Form F-1, as amended, relating to the IPO, (h) “Termination Event” means any failure by the Company to consummate a Business Transaction within 21 months from the effective date of its Registration Statement, and (i) “Trust Account” means that certain trust account in which the proceeds of the IPO are deposited and held for the benefit of the holders of the IPO Shares, as described in greater detail in the Registration Statement.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.





		/s/ Gilbert H. Lamphere
		Gilbert H. Lamphere, individually


		GILBERT H. LAMPHERE WFBNA CUSTODIAN TRUST, IRA


		/s/ Gilbert H. Lamphere
	By:	Gilbert H. Lamphere
	Title:	Trustee

EX-10.2 3 v1209751_exhibit10-2.htm EXECUTION - IL FWAC Holdings (00132491.DOC;13)

December 9, 2010

FlatWorld Acquisition Corp.

Palm Grove House, Palm Grove Park

Road Town, Tortola, VG1110, British Virgin Islands

Rodman & Renshaw LLC

1251 Avenue of the Americas, 20^th Floor
New York, NY 10020

Re: Initial Public Offering

Gentlemen:

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”).

The undersigned hereby agrees as follows (certain capitalized terms used herein are defined in Paragraph 11 hereof):

Solely in the event the Company solicits its shareholders for approval of a Business Transaction, the undersigned will vote all of its Ordinary Shares, including the Insider Shares and any IPO Shares acquired in connection with or following the IPO, in favor of such Business Transaction.

In the event that the Company fails to consummate a Business Transaction prior to the occurrence of the Termination Event, the undersigned will take all reasonable actions within his power to further the automatic redemption of IPO Shares pursuant to the Company’s amended and restated memorandum and articles of association, pro rata, at a redemption price equal to the amount held in the Trust Account, less taxes and any interest earned on the proceeds placed in the Trust Account that were used for working capital purposes. The undersigned hereby waives (A) any and all right, title, interest or claim of any kind (“Claim”) in or to any funds in, or distributions from, the Trust Account and (B) in connection with any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company, the right to seek recourse against the Trust Account for any reason whatsoe ver; provided, however, the undersigned shall be entitled to liquidation distributions if no Business Transaction is consummated in connection with any IPO Shares owned by the undersigned.

To the extent that the Underwriters do not exercise their over-allotment option to purchase an additional 330,000 Units (as described in the Prospectus), the undersigned agrees that it shall return to the Company for cancellation, at no cost, the number of Insider Shares held by the undersigned determined by multiplying 82,500 by a fraction: (i) the numerator of which is 330,000 minus the number of Units purchased by the Underwriters upon the exercise of their

over-allotment option, and (ii) the denominator of which is 330,000. The undersigned further agrees that to the extent that (a) the size of the Offering is increased or decreased and (b) an adjustment to the number of Insider Shares has been effected by way of a stock split, stock dividend, reverse stock split, contribution back to capital or otherwise, in each case in connection with such increase or decrease in the size of the Offering, then (i) the references to 330,000 in the numerator and denominator of the formula in the immediately preceding sentence shall be changed to a number equal to 15.0% of the number of Ordinary Shares included in the Units issued in the Offering and (ii) the reference to 82,500 in the formula set forth in the immediately preceding sentence shall be adjusted to such number of Ordinary Shares that the undersigned would have to return to the Company in order to hold 20.0% of the Company’s issued and o utstanding Ordinary Shares after the Offering (assuming the Underwriters do not exercise their over-allotment option).

The undersigned hereby waives the following rights: (i) (a) in connection with the submission of a Business Transaction to a vote of the Company’s shareholders and (b) in connection with a tender offer presented to the Company’s shareholders in connection with a Business Transaction, the right to redeem or seek to redeem, tender or seek to tender, or to seek appraisal rights with respect to, all as applicable, any Ordinary Shares of the Company then owned by the undersigned, directly or indirectly and (ii) in connection with the redemption of the IPO Shares in the event the Company does not consummate a Business Transaction prior to the Termination Event, or in connection with a voluntary redemption by the Company, the right to redeem or seek to redeem any Insider Shares owned by the undersigned. For purposes of clarity, and in accordance with Paragraph 4 clause (ii) herein, nothing contained herein shall preven t the undersigned from redeeming any IPO Shares in connection with the Termination Event or any voluntary redemption by the Company. If the undersigned contemplates a transfer of any Insider Shares to a “permitted transferee” (as such term is described in the governing documents of FWAC Holdings Limited), such transfer shall not be deemed valid or given effect until the permitted transferee agrees to the waiver (in its entirety) as set forth in this Paragraph 4 and the transfer restrictions set forth in Paragraph 5.

(a) With respect to the Insider Shares, the undersigned shall not, except as described in the Prospectus and Paragraph 3 hereof (the “Share Lockup Period”), (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Insider Shares, whether any such transaction is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, or (iii) publicly announce an y intention to effect any transaction specified in clause (i) or (ii), until: (A) with respect to 50% of such shares, one year after the completion of the Company’s Business Transaction (or earlier if, subsequent to the Business Transaction, the last sales price of the Ordinary Shares equals or exceeds $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Transaction), (B) with respect to 25% of such shares, if the last sales price of the

Ordinary Shares equals or exceeds $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 10 trading days within any 30-trading day period following our initial Business Transaction, the later of the date the foregoing condition is met or one year after the completion of the Company’s Business Transaction (or earlier if, subsequent to the Business Transaction, the last sales price of the Ordinary Shares equals or exceeds $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Transaction) and (C) with respect to 25% of such shares, if the last sales price of the Ordinary Shares equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 10 trading days within any 30-trading day period following the Business Transaction, the later of the date the foregoing condition is met or one year after the completion of the Company’s Business Transaction (or earlier if, subsequent to the Business Transaction, the last sales price of the Ordinary Shares equals or exceeds $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Transaction). All of the Insider Shares will be released from such restrictions, if, following consummation of a Business Transaction, the Company engages in a subsequent liquidation, share exchange, share reconstruction and amalgamation or contractual control arrangement or engages in any other similar business transaction.

(b) Until 30 days after the completion of the Company’s Business Transaction (“Warrant Lockup Period”), the undersigned shall not, except as described in the Prospectus, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder, with respect to the Insider Warrants and the Ordinary Shares underlying the Insider Warrants, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Insider Warrants and the Ordinary Shares underlying the Insi der Warrants, whether any such transaction is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii).

(c) Further, the undersigned agrees that after the Share Lockup Period or the Warrant Lockup Period, as applicable, has elapsed, the Insider Shares and the Insider Warrants and the Ordinary Shares underlying such Insider Warrants, shall only be transferable or saleable pursuant to a sale registered under the Securities Act or pursuant to an available exemption from registration under the Securities Act.

(d) The undersigned and the Company understand and agree that the transfer restrictions set forth in this paragraph 5 shall be in addition to any and all transfer restrictions relating to (i) the Insider Shares set forth in that certain Subscription Agreement, effective as of July 9, 2010 and amended on October 8, 2010, November 9, 2010 and December 9, 2010 and (ii) the Insider Warrants set forth in that certain Warrants Subscription Agreement, effective as of July 9, 2010

and amended on October 8, 2010, November 9, 2010, December 6, 2010 and December 9, 2010, each by and between the Company and the undersigned.

(e) The undersigned shall retain all of its rights as a shareholder during the Share Lockup Period including, without limitation, the right to vote such shares.

(f) During the Share Lockup Period and Warrant Lockup Period, all dividends payable in cash with respect to such securities shall be paid to the undersigned, but all dividends payable in Ordinary Shares or other non-cash property shall become subject to the applicable lockup period as described herein and shall be released from such lockup, pro rata (e.g. 50%, 25%, 25% in the case of the Share Lockup Period), in accordance with the provisions of Paragraphs 5(a) and 5(b), as applicable.

(g) The Share Lockup Period shall terminate immediately following the liquidation of the Trust Account following a Termination Event and the distribution of funds to the holders of the IPO Shares. For the purposes of clarity, the Insider Warrants shall expire worthless.

This Agreement shall be governed by and construed and enforced in accordance with the laws of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The undersigned hereby: (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this Agreement shall be brought and enforced first in the U.S. District Court for the Southern District of New York, then to such other federal or state courts located in the State of New York, and irrevocably submits to such jurisdiction in New York, which jurisdiction shall be exclusive and (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

The undersigned has full right and power, without violating any agreement to which it is bound to enter into this Agreement.

10.

Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar

private courier service, by certified mail (return receipt or delivery confirmation requested), by hand delivery or facsimile or electronic transmission.

11.

As used herein: (a) “Affiliate” or “Affiliates” means a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by agreement, as trustee or executor, or otherwise, (b) “Business Transaction” means an initial acquisition, share exchange, share reconstruction and amalgamation or contractual control arrangement with, purchase of all or substantially all of the assets of, or any other similar business transaction with one or more operating businesses or assets, (c) “Insiders” mean all officers, directors and shareholders of the Company immediately prior to the IPO; (d) “Insider Shares” means all Ordinary Shares issued by the Company prior to the IPO; (e) “Insider Warrants” means the warrants being sold privately by the Company to the sponsor, (f) “IPO Shares” mean all Ordinary Shares issued in the IPO; (g) “Ordinary Shares” mean the ordinary shares, no par value, of the Company, (h) “Person” means any individual or entity, including, but not limited to, all corporations, partnerships and limited liability companies, (i) “Registration Statement” means that certain registration statement of the Company on Form F-1, as amended, relating to the IPO, (j) “Termination Event” means any failure by the Company to consummate a Business Transaction within 21 months from the effective date of its Registration Statement, and (k) “Trust Account” means that certain trust account in which the proceeds of the IPO are dep osited and held for the benefit of the holders of the IPO Shares, as described in greater detail in the Registration Statement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.



		FWAC Holdings Limited

		/s/ Jeffrey Valenty
	By:	Jeffrey Valenty
	Title:	Chief Financial Officer

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