7,200,000 Units AROWANA INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 13th, 2015 • Arowana Inc. • Blank checks • New York
Arowana Inc., a Cayman Islands exempted company with limited liability (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 24th, 2014 • Arowana Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the _________, 2014, by and among Arowana Inc., a Cayman Islands company (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • March 13th, 2015 • Arowana Inc. • Blank checks • New York
Agreement made as of _______, 2015 between Arowana Inc., a Cayman Islands Company, with offices at Level 11, 153 Walker Street, North Sydney, NSW 2060, Australia (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Right Agent”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Advisory Agreement • January 20th, 2015 • Arowana Inc. • Blank checks • New York
This is to confirm our agreement whereby Arowana Inc., a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company consummating a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-199591) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
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,...Purchase Option Agreement • March 13th, 2015 • Arowana Inc. • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY Arowana Inc. (“COMPANY”) OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, SHARE PURCHASE, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION WITH ONE OR MORE ENTITIES (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND [ ], 201[_]. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EXPIRATION DATE (DEFINED HEREIN).
WARRANT AGREEMENTWarrant Agreement • March 13th, 2015 • Arowana Inc. • Blank checks • New York
Agreement made as of _______, 2015 between Arowana Inc., a Cayman Islands Company, with offices at Level 11, 153 Walker Street, North Sydney, NSW 2060, Australia (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
WARRANT AGREEMENTWarrant Agreement • November 24th, 2014 • Arowana Inc. • Blank checks • New York
Agreement made as of _______, 2014 between Arowana Inc., a Cayman Islands Company, with offices at Level 11, 153 Walker Street, North Sydney, NSW 2060, Australia (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Merger Agreement • December 2nd, 2014 • Arowana Inc. • Blank checks • New York
This is to confirm our agreement whereby Arowana Inc., a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company consummating a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-199591) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
Arowana Inc. Level 11, 153 Walker Street North Sydney, NSW 2060 Australia EarlyBirdCapital, Inc. New York, New York 10016Underwriting Agreement • December 18th, 2014 • Arowana Inc. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Arowana Inc., a Cayman Islands Company (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one right (“Right”) to receive one-tenth of one Ordinary Share upon consummation of the Company’s initial Business Combination, and one warrant, each warrant exercisable for one half of one Ordinary Share (“Warrant”) upon consummation of the Company’s initial Business Combination. Certain capitalized terms used herein are defined in paragraph 15 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 13th, 2015 • Arowana Inc. • Blank checks • New York
This Agreement is made as of _________, 2015 by and between Arowana Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENTContribution Agreement • October 18th, 2016 • Arowana Inc. • Blank checks
This AMENDMENT NO. 1 (this “Amendment”) to CONTRIBUTION AGREEMENT, is entered into as of October 18, 2016 by and among AROWANA INC., a Cayman Islands exempted company (“ARWA”), VIVOPOWER INTERNATIONAL PLC, an England and Wales public limited company (“Company”), and AROWANA INTERNATIONAL LIMITED, an Australian company (“AWN”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed to such terms in the Contribution Agreement (as defined below).
SHARE ESCROW AGREEMENTShare Escrow Agreement • March 13th, 2015 • Arowana Inc. • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of ___________, 2015 (“Agreement”), by and among AROWANA INC., a Cayman Islands Company (“Company”), BEIRA CORP., RALSTEN PTY LTD., DUDLEY HOSKIN, KIEN KHAN KWAN, THE OCTAGON FOUNDATION, THE PANAGA GROUP TRUST, AROWANA AUSTRALASIAN SPECIAL SITUATIONS PARTNERSHIP 1, LP, DAVID BROWNE, AROWANA GLOBAL SERVICES (SINGAPORE) PTE, LTD. AND HAN MING YONG (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 24th, 2014 • Arowana Inc. • Blank checks • New York
This Agreement is made as of _________, 2014 by and between Arowana Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
CONTRIBUTION AGREEMENT by and among AROWANA INC., VIVOPOWER INTERNATIONAL PLC and AROWANA INTERNATIONAL LIMITED Dated as of August 11, 2016Contribution Agreement • August 16th, 2016 • Arowana Inc. • Blank checks • New York
THIS CONTRIBUTION AGREEMENT is made and entered into as of August 11, 2016, by and among AROWANA INC., a Cayman Islands exempted company (“ARWA”), VIVOPOWER INTERNATIONAL PLC, an England and Wales public limited company (“Company”), and AROWANA INTERNATIONAL LIMITED, an Australian company (“AWN”).
AMENDMENT NO. 2 TO CONTRIBUTION AGREEMENTContribution Agreement • November 17th, 2016 • Arowana Inc. • Blank checks
This AMENDMENT NO. 2 (this “Amendment”) to the CONTRIBUTION AGREEMENT, is entered into as of November 15, 2016 by and among AROWANA INC., a Cayman Islands exempted company (“ARWA”), VIVOPOWER INTERNATIONAL PLC, an England and Wales public limited company (“Company”), and AROWANA INTERNATIONAL LIMITED, an Australian company (“AWN”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed to such terms in the Contribution Agreement (as defined below).
Arowana Inc. Level 11, 153 Walker Street North Sydney, NSW 2060 AustraliaOffice Space and Administrative Services Agreement • November 24th, 2014 • Arowana Inc. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Arowana Inc. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Arowana International shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at Level 11, 153 Walker Street, North Sydney, NSW 2060, Australia (or any successor location). In exchange therefore, the Company shall pay Arowana International the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Arowana Internatio
SHARE ESCROW AGREEMENTShare Escrow Agreement • November 24th, 2014 • Arowana Inc. • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of ___________, 2014 (“Agreement”), by and among AROWANA INC., a Cayman Islands Company (“Company”), KEVIN CHIN, BEIRA CORP., JOHN C. MOORE, DUDLEY HOSKIN, KIEN KHAN KWAN, THE OCTAGON FOUNDATION, THE PANAGA GROUP TRUST, AROWANA INTERNATIONAL (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
