REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2010 • Australia Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the XXth day of _______ 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”).
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,...Australia Acquisition Corp • October 18th, 2010 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) THE CONSUMMATION BY AUSTRALIA ACQUISITION CORP. (THE “COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION, STOCK PURCHASE, REORGANIZATION OR OTHER SIMILAR BUSINESS TRANSACTION (A “BUSINESS TRANSACTION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN)) AND (II) TWELVE MONTHS FOLLOWING THE EFFECTIVE DATE. THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY LOCAL TIME, ON ___________ __, 2015.
ContractWarrant Agreement • October 18th, 2010 • Australia Acquisition Corp • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 18th, 2010 • Australia Acquisition Corp • Blank checks • New York
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • October 18th, 2010 • Australia Acquisition Corp • Blank checks • New York
WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this ____ day of _________, 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 • October 18th, 2010 • Australia Acquisition Corp • Blank checks • New York
SECURITIES ESCROW AGREEMENT, dated as of ________, 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”).
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • October 18th, 2010 • Australia Acquisition Corp • Blank checks
This Securities Assignment Agreement (this "Assignment"), dated as of August 5, 2010, is made and entered into by and among Ziegler Asset Partners Trust, a trust formed under the laws of the Commonwealth of Australia (the "Seller") and the parties identified on the signature page hereto (each a "Buyer" and collectively, the "Buyers").
Ziegler Asset Partners Level 11, 459 Collins Street Melbourne VIC 3000 AustraliaAustralia Acquisition Corp • October 18th, 2010 • Blank checks
This letter will confirm our agreement, effective on the date (the “Effective Date”) of the initial public offering (“IPO”) of the securities of Australia Acquisition Corp. (the “Company”) and continuing until the earlier to occur of: (i) the consummation of a Business Transaction (as described in the Registration Statement), (ii) 21 months from the Effective Date, and (iii) the date on which the Company ceases its corporate existence in accordance with its Memorandum and Articles of Association, as amended, Ziegler Asset Partners shall make available to the Company office space and related administrative and support services, including but not limited to receptionist, secretarial and general office services. In exchange therefore, the Company shall pay Ziegler Asset Partners the sum of $10,000 per month on the Effective Date and continuing monthly thereafter.
