0001144204-12-048949 Sample Contracts

Amendment to INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • August 30th, 2012 • Australia Acquisition Corp • Blank checks • New York

Amendment to INVESTMENT MANAGEMENT TRUST AGREEMENT dated as of August 14, 2012 (this “Amendment”), by and between Australia Acquisition Corp., a Cayman Islands corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”).

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Australia Acquisition Corp. Level 9 Podium, 530 Collins Street Melbourne VIC 3000 Australia
Investment Management Trust Agreement • August 30th, 2012 • Australia Acquisition Corp • Blank checks • New York

In connection with that certain Amendment dated as of the date hereof (the “Amendment”) to the Investment Management Trust Agreement dated as of November 15, 2010 (as amended by the Amendment, the “Trust Agreement”) by and between Continental Stock Transfer & Trust Company (the “Trustee”) and Australia Acquisition Corp. (the “Company”):

INDEMNITY ESCROW AGREEMENT
Indemnity Escrow Agreement • August 30th, 2012 • Australia Acquisition Corp • Blank checks • New York

THIS INDEMNITY ESCROW AGREEMENT (this “Agreement”) is made as of August 14, 2012, by and among Australia Acquisition Corp. (the “Company”), Continental Stock Transfer & Trust Corporation, a New York corporation (“Continental”), as trustee (the “Trustee”), and Continental, as escrow agent and acting solely pursuant to the terms and conditions set forth herein (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement (as defined below).

Amendment to WARRANT SUBSCRIPTION AGREEMENT
Warrant Subscription Agreement • August 30th, 2012 • Australia Acquisition Corp • Blank checks • New York

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”).

Amendment to UNDERWRITING AGREEMENT
Underwriting Agreement • August 30th, 2012 • Australia Acquisition Corp • Blank checks • New York

AMENDMENT dated as of August 14, 2012 (this “Amendment”), between Australia Acquisition Corp., a Cayman Islands corporation (the “Company”), and The PrinceRidge Group LLC (as successor to Cohen & Company Capital Markets, LLC) (“PrinceRidge”), as Representative (the “Representative”).

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