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:
ContractWarrant Agreement • November 22nd, 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.
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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 22nd, 2010 • Australia Acquisition Corp • Blank checks • New York
