Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made as of ___________,
2013 by and between MedWorth Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, No. 333-_______ (“Registration Statement”) for its initial public offering (“IPO”)
of shares of its common stock, par value $.0001 per share (“Common Stock”), has been declared effective as of the date
hereof (“Effective Date”) by the Securities and Exchange Commission (capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Registration Statement); and


 


WHEREAS, EarlyBirdCapital, Inc. (“EBC”)
is acting as the representative of the underwriters in the IPO; and


 


WHEREAS, simultaneously with the IPO, the
Company’s initial stockholders will be purchasing an aggregate of 586,250 shares of Common Stock (which amount shall be increased
proportionately to up to 658,250 shares of Common Stock if a portion or all of the over-allotment option in connection with the
Company’s IPO is exercised) (“Sponsors’ Shares”) from the Company for an aggregate purchase price of $4,690,000,
or up to $5,266,000 if the over-allotment option is exercised in full; and


 


WHEREAS, as described in the Registration
Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, a portion of the gross
proceeds of the IPO and all of the gross proceeds from the sale of the Sponsors’ Shares (a total of $50,160,000, or $57,684,000
if the underwriters over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a
trust account for the benefit of the Company and the holders of the Company’s Common Stock issued in the IPO as hereinafter
provided (the aggregate amount to be delivered to the Trustee will be referred to herein as the “Property”; the stockholders
for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,” and the Public
Stockholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the terms of a Merger
& Acquisition Agreement entered into between the Company and EBC in connection with the IPO, EBC is entitled to a fee (the
“Investment Banking Fee”) of $1,680,000 for acting as the Company’s investment banker in connection with the
Company’s initial business combination as described in the Registration Statement (“Business Combination”), which
Investment Banking Fee is to be paid upon closing of such Business Combination from the Trust Account (defined below); and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property;


 




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IT IS AGREED:


 


1.          Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)          Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust
Account”) established by the Trustee at JP Morgan Chase Bank, N. A. and at a brokerage institution selected by the Trustee
that is satisfactory to the Company;


 


(b)          Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)          In
a timely manner, upon the instruction of the Company, invest and reinvest the Property (i) in United States government treasury
bills having a maturity of 180 days or less and/or (ii) in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company;


 


(d)          Collect
and receive, when due, all principal and income arising from the Property;


 


(e)          Notify
the Company within two (2) business days of all communications received by it with respect to any Property requiring action by
the Company;


 


(f)          Supply
any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of
its tax returns;


 


(g)          Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h)          Render
to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements
of the Trust Account; and


 


(i)          Commence
liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B hereto, signed on behalf
of the Company by its President or Chairman of the Board and Secretary or Assistant Secretary and affirmed by counsel for the Company,
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination
Letter (which, in the case of Exhibit A, requires joint instructions from the Company and EBC and will include instructions to
pay the Investment Banking Fee from the Property on closing of the Business Combination) and the other documents referred to therein;
provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 18-month anniversary
of the Effective Date (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth
in the Termination Letter attached as Exhibit B hereto and distributed to the stockholders of record on the record date established
by the Company for such purpose. The Company shall set the record date to be within ten days of the Last Date, or as soon thereafter
as reasonably practicable and legally permissible. The provisions of this Section 1(i) may not be modified, amended or deleted
under any circumstances.


 




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2.          Limited
Distributions of Income on Property.


 


(a)          Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C, the Trustee shall distribute to the Company the amount of interest and other income earned on the Property requested
by the Company to cover any income or other tax obligation owed by the Company.


 


(b)          Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute to the Company the amount of interest and other income earned on the Property requested
by the Company to cover expenses related to investigating and selecting a target business and other working capital requirements,
including but not limited to costs and expenses associated with the exercise of the over-allotment option, if applicable, and the
cost of the liquidation and dissolution of the Company, if applicable; provided, however, that the Company will not be allowed
to withdraw interest and other income earned on the Property unless there is an amount of interest and other income available in
the Trust Account sufficient to pay the Company’s tax obligations currently due and owing.


 


(c)          The
limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. Except
as provided in Section 2(a), and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance
with Section 1(i) hereof.


 


3.          Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)          Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, President, Vice President
or Chief Financial Officer. In addition, except with respect to its duties under paragraphs 1(i), 2(a) and 2(b) above, the Trustee
shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in
good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company
shall promptly confirm such instructions in writing;


 


(b)          Subject
to the provisions of Section 6(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any
and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any claim,
potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim
or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or
any income earned from investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence
or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action,
suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company
in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Company shall have the right to
conduct and manage the defense against such Indemnified Claim, provided, that the Company shall obtain the consent of the Trustee
with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Company may not agree to settle
any Indemnified Claim without the prior written consent of the Trustee which consent shall not be unreasonably withheld. The Trustee
may participate in such action with its own counsel;


 




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(c)          Pay
the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections
2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time.
It is expressly understood that the Property shall not be used to pay such fees and further agreed that any fees owed to the Trustee
shall be deducted by the Trustee from the disbursements made to the Company pursuant to Sections 1(i) solely in connection with
the consummation of a Business Combination, or pursuant to Section 2(b). The Company shall pay the Trustee the initial acceptance
fee and first year’s fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee
shall refund to the Company the annual fee (on a pro rata basis) with respect to any period after the liquidation of the Trust
Fund;


 


(d)          In
connection with any vote of the Company’s stockholders regarding an Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes verifying
the vote of the Company’s stockholders regarding such Business Combination;


 


(e)          The
Company shall provide EBC with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee
with respect to any proposed withdrawal from the Trust Account promptly after such issuance; and


 


(f)          In
the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company
agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement.


 


4.          Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)          Take
any action with respect to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability
to any party except for liability arising out of its own gross negligence or willful misconduct;


 


(b)          Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c)          Change
the investment of any Property, other than in compliance with paragraph 1(c);


 




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(d)          Refund
any depreciation in principal of any Property;


 


(e)          Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)          The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained)
which is believed by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or persons. The
Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or
any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties
and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g)          Verify
the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by
the Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h)          File
local, state and/or Federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee
statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income
earned on the Property;


 


(i)          Pay
any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes
and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section
2(a) hereof);


 


(j)          Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement
and that which is expressly set forth herein; and


 


(k)          Verify
calculations, qualify or otherwise approve Company requests for distributions pursuant to Section 1(i), 2(a) or 2(b) above.


 




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5.          Termination.
This Agreement shall terminate as follows:


 


(a)          If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that
the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to
the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety days
of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with
any court in the State of New York or with the United States District Court for the Southern District of New York and upon such
deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)          At
such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of paragraph 1(i)
hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate
except with respect to Paragraph 3(b).


 


6.          Miscellaneous.


 


(a)          The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. Upon receipt of written instructions, the Trustee will confirm such instructions with an Authorized
Individual at an Authorized Telephone Number listed on the attached Exhibit E. The Company and the Trustee will each restrict access
to confidential information relating to such security procedures to authorized persons. Each party must notify the other party
immediately if it has reason to believe unauthorized persons may have obtained access to such information, or of any change in
its authorized personnel. In executing funds transfers, the Trustee will rely upon all information supplied to it by the Company,
including account names, account numbers and all other identifying information relating to a beneficiary, beneficiary’s bank
or intermediary bank. The Trustee shall not be liable for any loss, liability or expense resulting from any error in the information
or transmission of the wire.


 


(b)          This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. It
may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall
constitute but one instrument.


 


(c)          This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Section 1(i) (which may not be amended under any circumstances) and Sections 3(e) and 3(f) and the Company’s obligation
to pay the Investment Banking Fee upon the closing of an Business Combination from the Trust Account (which may not be changed,
amended or modified without the prior written consent of EBC), this Agreement or any provision hereof may only be changed, amended
or modified by a writing signed by each of the parties hereto. As to any claim, cross-claim or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury. The Trustee may require from Company counsel an opinion as to
the propriety of any proposed amendment.


 




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(d)          The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder.


 


(e)          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 requested), by hand delivery
or by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer


& Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven G. Nelson, Chairman, and Frank
A. DiPaolo, CFO


Fax No.: (212) 509-5150


 


if to the Company, to:


 


MedWorth Acquisition Corp.


999 Brickell Avenue, Suite 800


Miami, Florida 33131


Attn: Charles F. Fistel


Fax No.: (305) 395-5219


 


in either case with a copy to:


 


EarlyBirdCapital, Inc.


275 Madison Avenue, 27th
Floor


New York, New York 10016


Attn: Steven Levine


Fax No.: (___) ___-____


 


And


 


Broad and Cassel


2. S. Biscayne Boulevard, Suite 2100


Miami, Florida 33131


Attn: A. Jeffry Robinson


Fax No: (305) __________


 


(f)          This
Agreement may not be assigned by the Trustee without the prior consent of the Company.


 




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(g)          Each
of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it
shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds
in the Trust Account under any circumstance. In the event that the Trustee has a claim against the Company under this Agreement,
the Trustee will pursue such claim solely against the Company and not against the Property held in the Trust Account.


 


(h)          Each
of the Company and the Trustee hereby acknowledge that EBC is a third party beneficiary of this Agreement.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties have duly executed this Investment
Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST
 COMPANY, as Trustee
	 	 	 
	 	By:	 
	 	 	Name:  Frank A. Di Paolo
	 	 	Title:  Trust Officer
	 	 	 
	 	MEDWORTH ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




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SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	 	 	 	 	 	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,000	 
	 	 	 	 	 	 	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10.000	 
	 	 	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Section 2	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	 	$	250	 
	 	 	 	 	 	 	 
	Paying Agent services as required pursuant to section 1(i)	 	Billed to Company upon delivery of service pursuant to section 1(i)	 	 	Prevailing rates	 



 




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EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer


  & Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson and Frank DiPaolo


 


Re:          Trust Account No.      -       Termination
Letter


 


Gentlemen:


 


Pursuant to paragraph
1(i) of the Investment Management Trust Agreement between MedWorth Acquisition Corp. (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of _________, 2013 (“Trust Agreement”), this is to advise
you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”)
to consummate a business combination with Target Business (“Business Combination”) on or about [insert date].
The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation
Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer
the proceeds to the above-referenced account at JP Morgan Chase Bank to the effect that, on the Consummation Date, all of the funds
held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on
the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the Trust Account awaiting distribution,
the Company will not earn any interest or dividends.


 


On the Consummation
Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will, concurrently with your transfer of funds to the accounts as directed by the Company be consummated, and (ii) the Company
shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer, which verifies that the Business Combination
has been approved by the vote of the Company’s stockholders, if a vote is held and (b) joint written instructions from it
and EarlyBirdCapital, Inc. with respect to the transfer of the funds held in the Trust Account, including payment of the Investment
Banking Fee from the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds
held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with
the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the
Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such
funds should remain in the Trust Account and be distributed after the Consummation Date to the Company or be distributed immediately
and the penalty incurred. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement
shall be terminated.


 



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In the event that the
Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on
or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from
the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice.


 


	 	Very truly yours,
	 	 	 
	 	MEDWORTH ACQUISITION CORP.
	 	 	 
	 	By:	                  
	 	 	 
	 	By:	 


 


cc: EarlyBirdCapital, Inc.


 




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EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


Continental Stock Transfer


  & Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson and Frank DiPaolo


 


Re:          Trust Account No.      -      Termination
Letter


 


Gentlemen:


 


Pursuant to paragraph
1(i) of the Investment Management Trust Agreement between MedWorth Acquisition Corp. (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of ________, 2013 (“Trust Agreement”), this is to advise
you that the Company has been unable to effect a Business Combination within the time frame specified in the Company’s Amended
and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on or before ______________
and to transfer the total proceeds to the Trust Checking Account at JP Morgan Chase Bank to await distribution to the Company’s
Public Stockholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Stockholders
entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company
on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your
separate capacity as Paying Agent, to distribute said funds directly to the Company’s Public Stockholders in accordance with
the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution
of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 	 
	 	MEDWORTH ACQUISITION CORP.
	 	 	 
	 	By:	                  
	 	 	 
	 	By:	 


 


cc: EarlyBirdCapital, Inc.


 




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EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer


  & Trust Company


17 Battery Place


New York, New York 10004


Attn: Frank Di Paolo and Cynthia Jordan


 


Re:          Trust Account No.


 


Gentlemen:


 


Pursuant to paragraph
2(a) of the Investment Management Trust Agreement between MedWorth Acquisition Corp. (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of ___________, 2013 (“Trust Agreement”), the Company
hereby requests that you deliver to the Company $_______ of the interest and other income earned on the Property as of the date
hereof. The Company needs such funds to pay its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	MEDWORTH ACQUISITION CORP.
	 	 	 
	 	By:	                  
	 	 	 
	 	By:	 


 


cc: EarlyBirdCapital, Inc.


 




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EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer


  & Trust Company


17 Battery Place


New York, New York 10004


Attn: Frank Di Paolo and Cynthia Jordan


 


Re:          Trust Account No.


 


Gentlemen:


 


Pursuant to paragraph
2(b) of the Investment Management Trust Agreement between MedWorth Acquisition Corp. (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of __________, 2013 (“Trust Agreement”), the Company
hereby requests that you deliver to the Company $_______ of the interest and other income earned on the Property as of the date
hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other
working capital requirements, including but not limited to expenses relating to the exercise of the over-allotment option, if applicable,
and expenses related to the liquidation and dissolution of the Company, if applicable. In accordance with the terms of the Trust
Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this
letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 	 
	 	MEDWORTH ACQUISITION CORP.
	 	 	 
	 	By:	                  
	 	 	 
	 	By:	 


 


cc: EarlyBirdCapital, Inc.


 




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EXHIBIT E


 


Authorized Individuals and Authorized
Telephone Numbers


 






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