7,200,000 Units AROWANA INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 13th, 2015 • Arowana Inc. • Blank checks • New York
Arowana Inc., a Cayman Islands exempted company with limited liability (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
RIGHTS AGREEMENTRights Agreement • March 13th, 2015 • Arowana Inc. • Blank checks • New York
Agreement made as of _______, 2015 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”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Arowana Inc. • March 13th, 2015 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY Arowana Inc. (“COMPANY”) OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, SHARE PURCHASE, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION WITH ONE OR MORE ENTITIES (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND [ ], 201[_]. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EXPIRATION DATE (DEFINED HEREIN).
WARRANT AGREEMENTWarrant Agreement • March 13th, 2015 • Arowana Inc. • Blank checks • New York
Agreement made as of _______, 2015 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 13th, 2015 • Arowana Inc. • Blank checks • New York
This Agreement is made as of _________, 2015 by and between Arowana Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • March 13th, 2015 • Arowana Inc. • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of ___________, 2015 (“Agreement”), by and among AROWANA INC., a Cayman Islands Company (“Company”), BEIRA CORP., RALSTEN PTY LTD., DUDLEY HOSKIN, KIEN KHAN KWAN, THE OCTAGON FOUNDATION, THE PANAGA GROUP TRUST, AROWANA AUSTRALASIAN SPECIAL SITUATIONS PARTNERSHIP 1, LP, DAVID BROWNE, AROWANA GLOBAL SERVICES (SINGAPORE) PTE, LTD. AND HAN MING YONG (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
