EXHIBIT 10.4.1


 


Amendment
to WARRANT SUBSCRIPTION AGREEMENT


 


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”).
 


 


WITNESSETH


 


WHEREAS, the Subscribers
previously entered into the Warrant Subscription Agreement, dated as of November 15, 2010 (the “Subscription Agreement”;
capitalized terms used without definition herein shall have the meanings assigned to them in the Subscription Agreement), pursuant
to which such affiliates of the Subscribers purchased the Warrants;


 


WHEREAS, the Subscribers
are in the process of transferring their warrants to their affiliated corporate or trust entities, such transfers expected to become
effective during August 2012, as described on Schedule A attached hereto, with the current warrant ownership of the Subscribers
reflected on the Subscribers’ signature page hereto and the expected warrant ownership of their transferees reflected on
the transferees’ signature page hereto;


 


WHEREAS, Section 8.1
of the Subscription Agreement provided that the Warrants shall be terminated upon the dissolution of the Company in the event that
the Company does not consummate a Business Transaction within 21 months from the consummation of the IPO; and


 


WHEREAS, the parties
wish to amend Section 8.1 of the Subscription Agreement to reflect a three-month extension of the deadline for consummation of
the Business Transaction, to provide that the Warrants shall instead be terminated upon the dissolution of the Company in the event
that the Company does not consummate a Business Transaction within 24 months from the consummation of the IPO.


 


NOW, THEREFORE, for
and in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:


 


1.             Amendments.


 


a.          Address
for Notices. The Company’s address for notices, as set forth in the preamble to the Subscription Agreement, is hereby
changed to Level 9 Podium, 530 Collins Street, facsimile +61 3 9012 7475.


 


b.          Extension.
Section 8.1 of the Subscription Agreement is hereby amended and restated in its entirety so as to read as follows:


 


“8.1.      Failure
to Consummate Business Transaction. The Warrants shall be terminated upon the dissolution of the Company in the event that
the Company does not consummate a Business Transaction within 24 months from the consummation of the IPO.”


 



    	 



    	 



    

 


2.             Full
Force and Effect. Except as expressly amended hereby, each provision of the Subscription Agreement shall remain in full force
and effect.


 


3.             Miscellaneous.


 


a.           Governing
Law. This Amendment shall for all purposes be deemed to be made under and shall be governed by and construed in accordance
with the laws of the State of New York.


 


b.           Headings.
The headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation
thereof.


 


c.           Counterparts.
This Amendment may be executed in several counterparts, each one of which shall constitute an original and together shall constitute
one instrument. If any signature hereto is delivered by facsimile transmission or by e-mail delivery of a “.PDF” format
data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or “.PDF” signature page were an original thereof.


 


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In
WITNESS Whereof, the parties have caused this Amendment to Warrant Subscription
Agreement to be executed and delivered as of the date first above written.


 





 


	 	 	AUSTRALIA ACQUISITION CORP.
	 	 	 	 
	 	 	By:	/s/ Peter Ziegler
	 	 	 	Name: Peter Ziegler
	 	 	 	Title: Chairman and Chief Executive Officer


 


	 	 	SUBSCRIBERS: 
	 	 	 
	ZIEGLER ASSET PARTNERS TRUST	 	 
	 	 	 
	By:.	/s/ Peter Ziegler	 	/s/ Charbel Nader
	 	Name: Peter Ziegler	 	Charbel Nader
	 	Title:  Authorized Signatory	 	No. of Warrants: 300,000
	No. of Warrants: 6,940,000	 	 
	 	 	 
	/s/ E. Stephen Streeter	 	/s/ Brett Chenoweth
	E. Stephen Streeter	 	Brett Chenoweth
	No. of Warrants: 300,000	 	No. of Warrants: 300,000
	 	 	 
	/s/ Ian Zimmer	 	/s/ Peter O’Brien
	Ian Zimmer	 	Peter O’Brien
	No. of Warrants: 80,000	 	No. of Warrants: 80,000





 



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In
WITNESS Whereof, the future transferees have caused this Amendment to Warrant Subscription
Agreement to be executed and delivered as of the date first above written.


 


	 	EXPECTED TRANSFEREE SUBSCRIBERS:
	 	 	 
	
        ZIEGLER ASSET PARTNERS
        Pty. ltd.,

        as Trustee for the Ziegler Asset Partners Trust
	 	The Drummond Trust
	 	 	 
	By:	/s/ Peter Ziegler	 	By:	/s/ Salam Nader
	 	Name: Peter Ziegler	 	 	Name:  Salam Nader
	 	Title:  Director	 	 	Title:    Trustee
	No. of Warrants: 6,940,000	 	No. of Warrants: 300,000
	 	 	 
	 	 	 
	THE EDWARD STEPHEN STREETER AND DANA STREETER AB LIVING TRUST	 	
        BREBEC PTY. LIMITED,

        as Trustee for the Chenoweth Family Trust

	 	 	 
	By:	/s/ E. Stephen Streeter	 	By:	/s/ Brett Chenoweth
	 	Name:  E. Stephen Streeter	 	 	Name:  Brett Chenoweth
	 	Title:    Trustee	 	 	Title:
	No. of Warrants: 300,000	 	No. of Warrants: 300,000
	 	 	 
	 	 	 
	THELMA INVESTMENTS PTY. LTD. ,	 	PARKTHORN NO. 2 PTY. LTD.,
	as Trustee for Thelma Investments Trust	 	 
	 	 	 
	By:	/s/ Ian Zimmer	 	By:	/s/ Peter O’Brien
	 	Name:  Ian Zimmer	 	 	Name:  Peter O’Brien
	 	Title:	 	 	Title:    Managing Director
	No. of Warrants: 80,000	 	No. of Warrants: 80,000


 



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Schedule A


 


	Original Subscriber	 	Transferee	 	Number of Warrants
	Peter Ziegler	 	Ziegler Asset Partners Pty. Ltd. (as Trustee of the Ziegler Asset Partners Trust)	 	6,940,000
	Charbel Nader	 	The Drummond Trust	 	300,000
	E. Stephen Streeter	 	The Edward Stephen Streeter and Dana Streeter AB Living Trust	 	300,000
	Brett Chenoweth	 	Brebec Pty. Limited as trustee for the Chenoweth Family Trust	 	300,000
	Ian Zimmer	 	Thelma Investments Pty. Ltd. as trustee for Thelma Investments Trust	 	80,000
	Peter O’Brien	 	Parkthorn No 2 Pty. Ltd.	 	80,000


 



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