REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 24th, 2014 • Arowana Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the _________, 2014, by and among Arowana Inc., a Cayman Islands company (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • November 24th, 2014 • Arowana Inc. • Blank checks • New York
Agreement made as of _______, 2014 between Arowana Inc., a Cayman Islands Company, with offices at Level 11, 153 Walker Street, North Sydney, NSW 2060, Australia (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Right Agent”).
WARRANT AGREEMENTWarrant Agreement • November 24th, 2014 • Arowana Inc. • Blank checks • New York
Agreement made as of _______, 2014 between Arowana Inc., a Cayman Islands Company, with offices at Level 11, 153 Walker Street, North Sydney, NSW 2060, Australia (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
Arowana Inc. Level 11, 153 Walker Street North Sydney, NSW 2060 Australia EarlyBirdCapital, Inc. New York, New York 10016 Re: Initial Public OfferingUnderwriting Agreement • November 24th, 2014 • Arowana Inc. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Arowana Inc., a Cayman Islands Company (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one right (“Right”) to receive one-tenth of one Ordinary Share upon consummation of the Company’s initial Business Combination, and one warrant, each warrant exercisable for one half of one Ordinary Share (“Warrant”) upon consummation of the Company’s initial Business Combination. Certain capitalized terms used herein are defined in paragraph 15 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 24th, 2014 • Arowana Inc. • Blank checks • New York
This Agreement is made as of _________, 2014 by and between Arowana Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Arowana Inc. Level 11, 153 Walker Street North Sydney, NSW 2060 AustraliaOffice Space and Administrative Services Agreement • November 24th, 2014 • Arowana Inc. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Arowana Inc. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Arowana International shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at Level 11, 153 Walker Street, North Sydney, NSW 2060, Australia (or any successor location). In exchange therefore, the Company shall pay Arowana International the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Arowana Internatio
SHARE ESCROW AGREEMENTShare Escrow Agreement • November 24th, 2014 • Arowana Inc. • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of ___________, 2014 (“Agreement”), by and among AROWANA INC., a Cayman Islands Company (“Company”), KEVIN CHIN, BEIRA CORP., JOHN C. MOORE, DUDLEY HOSKIN, KIEN KHAN KWAN, THE OCTAGON FOUNDATION, THE PANAGA GROUP TRUST, AROWANA INTERNATIONAL (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
