UNDERWRITING AGREEMENT between AUSTRALIA ACQUISITION CORP. and COHEN & COMPANY SECURITIES LLC Dated: ____________ , 2010Underwriting Agreement • November 5th, 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 Securities 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”).
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 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:
