FWAC HOLDINGS SHARE REPURCHASE AGREEMENT

1.  

DEFINED TERMS; PURCHASE AND PAYMENT. All capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement and Plan of Reorganization. On the terms and subject to the conditions set forth herein, at the Closing, FlatWorld hereby agrees to purchase from Sponsor, and Sponsor hereby agrees to sell to FlatWorld, the Shares and all of Sponsor’s right, title and interest in and to the Shares free and clear of any liens or encumbrances. In consideration for the sale of the Shares, FlatWorld shall (i) pay to Sponsor aggregate cash consideration of $1,154,281.00 in immediately available funds and (ii) issue and deliver to Sponsor warrants to purchase 2,000,000 Ordinary Shares of FlatWorld at an exercise price of $9.25 pursuant to a warrant agreement as provided for in the Agreement and Plan of Reorganization (the “New Sponsor Warrants”).

2.  

CLOSING OF SALE OF SHARES; CLOSING DELIVERABLES. The closing (the “Closing”) of the Share Purchase shall take place on the eleventh (11th) business day following the expiration date of the Tender Offer (such date, the “Closing Date”), at the offices of Ellenoff Grossman & Schole LLP, 150 East 42nd Street, New York, New York 10017 or at such other place or time as the parties hereto may mutually agree upon. At the

3.  

REPRESENTATIONS, COVENANTS AND WARRANTIES OF SPONSOR.

A.  

Sponsor is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted and as anticipated to be conducted. Sponsor is not in violation or default of any of the provisions of its Memorandum and Articles of Association as amended or other organizational or charter documents.

B.  

Sponsor has the full power and authority, corporate or otherwise, to enter into this Agreement. The execution, delivery and performance by Sponsor of this Agreement have been authorized by all requisite corporate action of Sponsor and will not result in any violation of and will not conflict with, or result in a breach of, any of the terms of, or constitute a default under, any provision of the Memorandum and Articles of Association as amended or other organizational or charter documents of Sponsor, any applicable law to which Sponsor is subject, any mortgage, indenture, agreement, document, instrument, judgment, decree, order, rule or regulation, or other restriction to which Sponsor is a party or by which Sponsor may be bound, or result in the creation of any lien upon any of the properties or assets of Sponsor pursuant to any such term, or result in the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to Sponsor or any of Sponsor's assets or properties.

C.  

This Agreement is a valid and binding obligation of the Sponsor, enforceable against Sponsor in accordance with its terms (except to the extent that enforcement may be affected by bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies).

D.  

The execution, delivery and performance by Sponsor of this Agreement will not result in any violation of and will not conflict with, or result in a breach of, any of the terms of, or constitute a default under, any provision of any applicable law to which Sponsor is subject, any mortgage, indenture, agreement, document, instrument, judgment, decree, order, rule or regulation, or other restriction to which Sponsor is a party or by which Sponsor may be bound, or result in the creation of any lien upon any of the properties or assets of Sponsor pursuant to any such term, or result in the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to Sponsor or any of Sponsor’s assets or properties.

E.  

Sponsor is the owner, free and clear of any and all liens, restrictions, security interests, claims, charges and other encumbrances of any nature whatsoever, of 573,875 Ordinary Shares.

F.  

Sponsor is an “accredited investor” as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). Sponsor acknowledges that it has such knowledge and experience in financial and business matters that Sponsor is capable of evaluating the merits and risks of an investment in the New Sponsor Warrants and of making an informed investment decision with respect thereto. Sponsor acknowledges that an investment in the New Sponsor Warrants is speculative and involves a high degree of risk and that Sponsor can bear such economic risk, including a total loss of its investment therein. Sponsor is experienced in evaluating and investing in companies such as FlatWorld.

G.  

Sponsor is acquiring the New Sponsor Warrants for its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Sponsor understands that such New Sponsor Warrants are not registered under the Securities Act or any state securities laws, inasmuch as they are being acquired from FlatWorld in a transaction not involving a public offering, and that under such laws and applicable regulations such New Sponsor Warrants may not be resold without registration under the Securities Act, unless pursuant to exemptions from registration under the Securities Act and any state securities laws.

H.  

Sponsor is aware that the New Sponsor Warrants are and will be, when issued, “restricted securities” as that term is defined in Rule 144 of the general rules and regulations under the Act.

I.  

Sponsor, by reason of its, or of its management’s, business or financial experience, has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement and the Agreement and Plan of Reorganization.

J.  

Sponsor understands that any and all certificates representing the New Sponsor Warrants, and any and all securities issued in replacement thereof or in exchange therefor shall bear the following legend or one substantially similar thereto, which Sponsor has read and understands:

K.  

In the event that following the Closing FlatWorld commences an exchange offer (the “Exchange Offer”) whereby all of the then current holders of warrants to purchase Ordinary Shares of FlatWorld (other than holders of warrants issued pursuant to that certain special dividend distributed in accordance with the Agreement and Plan of Reorganization (the “New Warrants”)) shall be granted the opportunity to exchange their existing warrants for new warrants (the “Exchange Warrants”) that have identical terms and rights as the existing warrants except for the addition of provisions substantially identical to those contained in Sections 3.3.5 and 3.3.7 of the New Warrants (a form of which is attached as Exhibit G of the Agreement and Plan of Reorganization), Sponsor hereby agrees and covenants that it shall tender for exchange (and shall not validly withdraw) any and all of its then outstanding warrants (excluding the New Sponsor Warrants) to FlatWorld in exchange for the Exchange Warrants pursuant to the terms of the Exchange Offer. Sponsor hereby further agrees and covenants that (i) Sponsor shall not knowingly take any affirmative action after the Closing (including, without limitation, transferring its warrants to non-affiliates, but not including the continued ownership by Sponsor (or its affiliates) of its existing warrants and the New Warrants issued to it pursuant to the Agreement and Plan of Reorganization, and/or the warrants’ underlying Ordinary Shares) that would jeopardize the ability of FlatWorld to satisfy the requirement for qualification as a real estate investment trust in Section 856(a)(6) the Internal Revenue Code of 1986, as amended (the “Closely Held Test”), and (ii) Sponsor shall, upon the reasonable request of FlatWorld, provide FlatWorld with such information as is reasonably necessary for FlatWorld to determine whether it has or will be able to comply with the Closely Held Test (including, without limitation, providing information regarding the direct and indirect owners of Sponsor).

4.  

REPRESENTATIONS, COVENANTS AND WARRANTIES OF FLATWORLD.

A.  

FlatWorld is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted and as anticipated to be conducted. FlatWorld is not in violation or default of any of the provisions of its Memorandum and Articles of Association as amended or other organizational or charter documents.

B.  

FlatWorld has the full power and authority, corporate or otherwise, to enter into this Agreement. The performance by FlatWorld of this Agreement has been authorized by all requisite corporate action of FlatWorld and will not result in any violation of and will not conflict with, or result in a breach of, any of the terms of, or constitute a default under, any provision of the charter or other governing documents of FlatWorld, any applicable law to which FlatWorld is subject, any mortgage, indenture, agreement, document, instrument, judgment, decree, order, rule or regulation, or other restriction to which FlatWorld is a party or by which FlatWorld may be bound, or result in the creation of any lien upon any of the properties or assets of FlatWorld pursuant to any such term, or result in the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to FlatWorld or any of FlatWorld's assets or properties.

C.  

This Agreement is the valid and binding obligation of FlatWorld, enforceable against FlatWorld in accordance with its terms (except to the extent that enforcement may be affected by bankruptcy, reorganization, insolvency and creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies).

D.  

The New Sponsor Warrants have been duly authorized and validly issued.

E.  

The Ordinary Shares issuable upon exercise of the New Sponsor Warrants, when issued upon payment of the exercise price of the New Sponsor Warrants, as the same may be adjusted pursuant to the terms of the New Sponsor Warrants, will be duly authorized and, upon issuance and delivery to Sponsor as contemplated herein, will be validly issued, fully paid and non-assessable.

A.  

FlatWorld shall have received from Sponsor original certificates representing the Shares, together with duly executed stock powers executed in blank.

B.  

The Share Purchase shall not be prohibited by any applicable law or government regulation.

C.  

All documents necessary to implement the transactions contemplated herein shall have been executed and/or delivered by Sponsor to FlatWorld and shall be reasonably satisfactory in form and substance to FlatWorld.

D.  

The representations and warranties of Sponsor contained in this Agreement shall be true and correct in all material respects when made and at the time of the Closing as though made at such time, and Sponsor shall have performed or complied with the covenants, conditions and agreements contained in this Agreement at or prior to the Closing.

E.  

The Merger shall have been consummated.

F.  

FlatWorld shall have received the Amended and Restated FWAC Holdings Registration Rights Agreement (for New Sponsor Warrants), attached hereto as Exhibit A, duly executed by Sponsor.

F.  

Sponsor shall have received the Amended and Restated FWAC Holdings Registration Rights Agreement (for New Sponsor Warrants), duly executed by FlatWorld.

By: /s/ Jeffrey A. Valenty

Name: Jeffrey A. Valenty

Title: President