REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2010 • Australia Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 15th day of November 2010, by and among Australia Acquisition Corp., a Cayman Islands corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENT between AUSTRALIA ACQUISITION CORP. and COHEN & COMPANY CAPITAL MARKETS, LLC Dated: November 15, 2010Underwriting Agreement • November 22nd, 2010 • Australia Acquisition Corp • Blank checks • New York
The undersigned, Australia Acquisition Corp., a Cayman Islands exempted company with limited liability (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, LLC (“Cohen & Co.”) and with the other underwriters named on Schedule I hereto for which Cohen & Co. is acting as representative (Cohen & Co., in its capacity as representative, is referred to herein variously as the “Representative”; the Representative and the other underwriters are collectively referred to as the “Underwriters” or, individually, an “Underwriter”) as follows:
INDEMNITY AGREEMENTIndemnity Agreement • November 5th, 2010 • Australia Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, 2010, by and between AUSTRALIA ACQUISITION CORP., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and (“Indemnitee”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Australia Acquisition Corp • October 18th, 2010 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) THE CONSUMMATION BY AUSTRALIA ACQUISITION CORP. (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION, STOCK PURCHASE, REORGANIZATION OR OTHER SIMILAR BUSINESS TRANSACTION (A “BUSINESS TRANSACTION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN)) AND (II) TWELVE MONTHS FOLLOWING THE EFFECTIVE DATE. THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY LOCAL TIME, ON ___________ __, 2015.
ContractWarrant Agreement • November 22nd, 2010 • Australia Acquisition Corp • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 18th, 2010 • Australia Acquisition Corp • Blank checks • New York
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • November 22nd, 2010 • Australia Acquisition Corp • Blank checks • New York
WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 15th day of November, 2010 by and between Australia Acquisition Corp., a company formed under the laws of the Cayman Islands (the “Company”), having its principal place of business at Level 11, 459 Collins Street, Melbourne VIC 3000 Australia, and certain of the Company’s officers and directors (the “Subscribers”) whose names appear on the signature page hereto.
Australia Acquisition Corp. Level 11, 459 Collins Street Melbourne VIC 3000 Australia Cohen & Company Securities, LLC New York, NY 10022 Re: Initial Public Offering Gentlemen:Australia Acquisition Corp • November 5th, 2010 • Blank checks
This letter is being delivered to you in accordance with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into between Australia Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and Cohen & Company Securities, LLC, as the representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit composed of one ordinary share, par value $0.001 per share (an “Ordinary Share”) and one warrant (a “Warrant”), each Warrant entitling the holder thereof to purchase one Ordinary Share of the Company. Certain capitalized terms used herein are defined in paragraph 1 hereof.
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • November 22nd, 2010 • Australia Acquisition Corp • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of November 15, 2010 (the “Agreement”) by and among Australia Acquisition Corp., a Cayman Islands corporation (the “Company”), the undersigned parties listed as the Investors on the signature pages hereto (each, an “Investor” and collectively, the “Investors”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
Amendment to INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 30th, 2012 • Australia Acquisition Corp • Blank checks • New York
Amendment to INVESTMENT MANAGEMENT TRUST AGREEMENT dated as of August 14, 2012 (this “Amendment”), by and between Australia Acquisition Corp., a Cayman Islands corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”).
Australia Acquisition Corp. Level 11, 459 Collins Street Melbourne VIC 3000 Australia Cohen & Company Securities, LLC New York, NY 10022 Re: Initial Public Offering Gentlemen:Australia Acquisition Corp • November 5th, 2010 • Blank checks
This letter is being delivered to you in accordance with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into between Australia Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and Cohen & Company Securities, LLC, as the representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit composed of one ordinary share, par value $0.001 per share (an “Ordinary Share”) and one warrant (a “Warrant”), each Warrant entitling the holder thereof to purchase one Ordinary Share of the Company. Certain capitalized terms used herein are defined in paragraph 1 hereof.
Australia Acquisition Corp. Level 11, 459 Collins Street Melbourne VIC 3000 AustraliaAustralia Acquisition Corp • November 5th, 2010 • Blank checks • New York
We are pleased to accept the offer Ziegler Asset Partners Trust (the “Subscriber”) has made to purchase 3,066,667 ordinary shares of $0.001 par value per share (the “Initial Ordinary Shares”) up to 400,000 of which Initial Ordinary Shares are subject to complete or partial redemption, at nominal cost to us, (the “Redemption”) if the underwriters of the initial public offering (“IPO”) of Australia Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company is willing to sell the Initial Ordinary Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Initial Ordinary Shares, are as follows:
Australia Acquisition Corp. Level 9 Podium, 530 Collins Street Melbourne VIC 3000 AustraliaAustralia Acquisition Corp • August 30th, 2012 • Blank checks • New York
In connection with that certain Amendment dated as of the date hereof (the “Amendment”) to the Investment Management Trust Agreement dated as of November 15, 2010 (as amended by the Amendment, the “Trust Agreement”) by and between Continental Stock Transfer & Trust Company (the “Trustee”) and Australia Acquisition Corp. (the “Company”):
STOCK PURCHASE AGREEMENT* dated as of july 11, 2012 by and among AUSTRALIA ACQUISITION CORP., HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P., and CREDIT DISTRESSED BLUE LINE MASTER FUND, LTD.Stock Purchase Agreement • July 11th, 2012 • Australia Acquisition Corp • Blank checks • New York
WHEREAS, concurrently with the execution and delivery of this Agreement, the parties hereto are consummating the transactions contemplated by the Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company will issue to each Harbinger Investor a number of shares of Common Stock and a number of Class A Preference Shares and Class B Preference Shares of the Company in exchange for the contribution by such Harbinger Investor of a number of (i) ordinary shares, par value GBP 0.0001 per share (the “Ferrous Shares”), of Ferrous Resources Ltd., a company organized under the laws of the Isle of Man, which together with the Ferrous Shares to be contributed by the other Harbinger Investors thereunder, will represent at least [__]% of the Ferrous Shares outstanding as of the Closing Date, and/or (ii) a number of ordinary shares, no par value per share (the “ACDL Ordinary Shares”), of Asian Coast Development (Canada), Ltd., a company organized un
INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • August 30th, 2012 • Australia Acquisition Corp • Blank checks • New York
THIS INDEMNITY ESCROW AGREEMENT (this “Agreement”) is made as of August 14, 2012, by and among Australia Acquisition Corp. (the “Company”), Continental Stock Transfer & Trust Corporation, a New York corporation (“Continental”), as trustee (the “Trustee”), and Continental, as escrow agent and acting solely pursuant to the terms and conditions set forth herein (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement (as defined below).
Amendment to WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • August 30th, 2012 • Australia Acquisition Corp • Blank checks • New York
AMENDMENT dated as of August 14, 2012 (this “Amendment”), between Australia Acquisition Corp., a Cayman Islands corporation (the “Company”), and the parties whose names appear on the signature page hereto (the “Subscribers”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 22nd, 2010 • Australia Acquisition Corp • Blank checks • New York
NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 27th, 2012 • Australia Acquisition Corp • Blank checks
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT, dated as of August 23, 2012 (this “Amendment”), by and among Australia Acquisition Corp., a company incorporated under the laws of the Cayman Islands as an exempted company with limited liability (“Purchaser”), Harbinger Capital Partners Master Fund I, Ltd., a company incorporated under the laws of the Cayman Islands as an exempted company with limited liability (“Harbinger Master”), Harbinger Capital Partners Special Situations Fund, L.P., a limited partnership organized under the laws of the State of Delaware (“Harbinger Special Situations”), and Credit Distressed Blue Line Master Fund, Ltd., a company incorporated under the laws of the Cayman Islands as an exempted company with limited liability (“Blue Line”, and together with Harbinger Master and Harbinger Special Situations, the “Sellers” and each, a “Seller”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 10th, 2011 • Australia Acquisition Corp • Blank checks
The undersigned hereby agree that the statement on Schedule 13D with respect to the Ordinary Shares of Australia Acquisition Corp. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby further agree that this Joint Filing Agreement be included as an exhibit to such statement and any such amendment. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • October 18th, 2010 • Australia Acquisition Corp • Blank checks
This Securities Assignment Agreement (this "Assignment"), dated as of August 5, 2010, is made and entered into by and among Ziegler Asset Partners Trust, a trust formed under the laws of the Commonwealth of Australia (the "Seller") and the parties identified on the signature page hereto (each a "Buyer" and collectively, the "Buyers").
Amendment to UNDERWRITING AGREEMENTAmendment to Underwriting Agreement • August 30th, 2012 • Australia Acquisition Corp • Blank checks • New York
AMENDMENT dated as of August 14, 2012 (this “Amendment”), between Australia Acquisition Corp., a Cayman Islands corporation (the “Company”), and The PrinceRidge Group LLC (as successor to Cohen & Company Capital Markets, LLC) (“PrinceRidge”), as Representative (the “Representative”).
Ziegler Asset Partners Level 11, 459 Collins Street Melbourne VIC 3000 AustraliaAustralia Acquisition Corp • October 18th, 2010 • Blank checks
This letter will confirm our agreement, effective on the date (the “Effective Date”) of the initial public offering (“IPO”) of the securities of Australia Acquisition Corp. (the “Company”) and continuing until the earlier to occur of: (i) the consummation of a Business Transaction (as described in the Registration Statement), (ii) 21 months from the Effective Date, and (iii) the date on which the Company ceases its corporate existence in accordance with its Memorandum and Articles of Association, as amended, Ziegler Asset Partners shall make available to the Company office space and related administrative and support services, including but not limited to receptionist, secretarial and general office services. In exchange therefore, the Company shall pay Ziegler Asset Partners the sum of $10,000 per month on the Effective Date and continuing monthly thereafter.
