Amendment to WARRANT SUBSCRIPTION AGREEMENT

EXHIBIT 10.4.1

Amendment to WARRANT SUBSCRIPTION AGREEMENT

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”).

WITNESSETH

WHEREAS, the Subscribers previously entered into the Warrant Subscription Agreement, dated as of November 15, 2010 (the “Subscription Agreement”; capitalized terms used without definition herein shall have the meanings assigned to them in the Subscription Agreement), pursuant to which such affiliates of the Subscribers purchased the Warrants;

WHEREAS, the Subscribers are in the process of transferring their warrants to their affiliated corporate or trust entities, such transfers expected to become effective during August 2012, as described on Schedule A attached hereto, with the current warrant ownership of the Subscribers reflected on the Subscribers’ signature page hereto and the expected warrant ownership of their transferees reflected on the transferees’ signature page hereto;

WHEREAS, Section 8.1 of the Subscription Agreement provided that the Warrants shall be terminated upon the dissolution of the Company in the event that the Company does not consummate a Business Transaction within 21 months from the consummation of the IPO; and

WHEREAS, the parties wish to amend Section 8.1 of the Subscription Agreement to reflect a three-month extension of the deadline for consummation of the Business Transaction, to provide that the Warrants shall instead be terminated upon the dissolution of the Company in the event that the Company does not consummate a Business Transaction within 24 months from the consummation of the IPO.

NOW, THEREFORE, for and in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

1.             Amendments.

a.          Address for Notices. The Company’s address for notices, as set forth in the preamble to the Subscription Agreement, is hereby changed to Xxxxx 0 Xxxxxx, 000 Xxxxxxx Xxxxxx, xxxxxxxxx x00 0 0000 0000.

b.          Extension. Section 8.1 of the Subscription Agreement is hereby amended and restated in its entirety so as to read as follows:

“8.1.      Failure to Consummate Business Transaction. The Warrants shall be terminated upon the dissolution of the Company in the event that the Company does not consummate a Business Transaction within 24 months from the consummation of the IPO.”

2.             Full Force and Effect. Except as expressly amended hereby, each provision of the Subscription Agreement shall remain in full force and effect.

3.             Miscellaneous.

a.           Governing Law. This Amendment shall for all purposes be deemed to be made under and shall be governed by and construed in accordance with the laws of the State of New York.

b.           Headings. The headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation thereof.

c.           Counterparts. This Amendment may be executed in several counterparts, each one of which shall constitute an original and together shall constitute one instrument. If any signature hereto is delivered by facsimile transmission or by e-mail delivery of a “.PDF” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.PDF” signature page were an original thereof.

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In WITNESS Whereof, the parties have caused this Amendment to Warrant Subscription Agreement to be executed and delivered as of the date first above written.

		AUSTRALIA ACQUISITION CORP.
		By:	/s/ Xxxxx Xxxxxxx
			Name: Xxxxx Xxxxxxx
			Title: Chairman and Chief Executive Officer

			SUBSCRIBERS:
XXXXXXX ASSET PARTNERS TRUST
By:.	/s/ Xxxxx Xxxxxxx		/s/ Xxxxxxx Xxxxx
	Name: Xxxxx Xxxxxxx		Xxxxxxx Xxxxx
	Title:  Authorized Signatory		No. of Warrants: 300,000
No. of Warrants: 6,940,000
/s/ E. Xxxxxxx Xxxxxxxx			/s/ Xxxxx Xxxxxxxxx
E. Xxxxxxx Xxxxxxxx			Xxxxx Xxxxxxxxx
No. of Warrants: 300,000			No. of Warrants: 300,000
/s/ Xxx Xxxxxx			/s/ Xxxxx X’Xxxxx
Xxx Xxxxxx			Xxxxx X’Xxxxx
No. of Warrants: 80,000			No. of Warrants: 80,000

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In WITNESS Whereof, the future transferees have caused this Amendment to Warrant Subscription Agreement to be executed and delivered as of the date first above written.

		EXPECTED TRANSFEREE SUBSCRIBERS:
XXXXXXX ASSET PARTNERS Pty. ltd., as Trustee for the Xxxxxxx Asset Partners Trust			The Xxxxxxxx Trust
By:	/s/ Xxxxx Xxxxxxx		By:	/s/ Xxxxx Xxxxx
	Name: Xxxxx Xxxxxxx			Name:  Xxxxx Xxxxx
	Title:  Director			Title:    Trustee
No. of Warrants: 6,940,000			No. of Warrants: 300,000
THE XXXXXX XXXXXXX XXXXXXXX AND XXXX XXXXXXXX AB LIVING TRUST			BREBEC PTY. LIMITED, as Trustee for the Xxxxxxxxx Family Trust
By:	/s/ E. Xxxxxxx Xxxxxxxx		By:	/s/ Xxxxx Xxxxxxxxx
	Name:  E. Xxxxxxx Xxxxxxxx			Name:  Xxxxx Xxxxxxxxx
	Title:    Trustee			Title:
No. of Warrants: 300,000			No. of Warrants: 300,000
XXXXXX INVESTMENTS PTY. LTD. ,			PARKTHORN NO. 2 PTY. LTD.,
as Trustee for Xxxxxx Investments Trust
By:	/s/ Xxx Xxxxxx		By:	/s/ Xxxxx X’Xxxxx
	Name:  Xxx Xxxxxx			Name:  Xxxxx X’Xxxxx
	Title:			Title:    Managing Director
No. of Warrants: 80,000			No. of Warrants: 80,000

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Schedule A

Original Subscriber		Transferee		Number of Warrants
Xxxxx Xxxxxxx		Xxxxxxx Asset Partners Pty. Ltd. (as Trustee of the Xxxxxxx Asset Partners Trust)		6,940,000
Xxxxxxx Xxxxx		The Xxxxxxxx Trust		300,000
E. Xxxxxxx Xxxxxxxx		The Xxxxxx Xxxxxxx Xxxxxxxx and Xxxx Xxxxxxxx AB Living Trust		300,000
Xxxxx Xxxxxxxxx		Brebec Pty. Limited as trustee for the Xxxxxxxxx Family Trust		300,000
Ian Xxxxxx		Xxxxxx Investments Pty. Ltd. as trustee for Xxxxxx Investments Trust		80,000
Xxxxx X’Xxxxx		Parkthorn No 2 Pty. Ltd.		80,000

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