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
