Exhibit 10.3


 





SHARE ESCROW AGREEMENT


 


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”).


 


WHEREAS, the Company has entered into an Underwriting
Agreement, dated as of ________, 2015 (“Underwriting Agreement”), with EarlyBirdCapital, Inc. (“EBC”) acting
as representative of the several underwriters (collectively, the “Underwriters”), pursuant to which, among other matters,
the Underwriters have agreed to purchase 7,200,000 units (“Units”) of the Company, plus an additional 1,080,000 Units
if the Underwriters exercise their over-allotment option in full. Each Unit consists of one ordinary share of the Company, par
value $0.0001 per share (“Ordinary Share”), one right (“Right”) to receive one-tenth of one Ordinary Share
upon the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business
Combination”), and one warrant (“Warrant”) to purchase one half of one Ordinary Share of the Company, all as
more fully described in the Company’s final Prospectus, dated __________, 2015 (“Prospectus”), comprising part
of the Company’s Registration Statement on Form S-1 (File No. 333-199591) under the Securities Act of 1933, as amended (“Registration
Statement”), declared effective on __________, 2015 (“Effective Date”).


 


WHEREAS, the Initial Shareholders have agreed
as a condition of the sale of the Units to deposit their Ordinary Shares of the Company, as set forth opposite their respective
names in Exhibit A attached hereto (collectively “Escrow Shares”), in escrow as hereinafter provided.


 


WHEREAS, the Company and the Initial Shareholders
desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed as hereinafter provided.


 


IT IS AGREED:


 


1.     Appointment of Escrow Agent. The Company and the
Initial Shareholders hereby appoint the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the
Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.


 


2.     Deposit of Escrow Shares. On the Effective Date,
certificates representing each Initial Shareholder’s respective Escrow Shares (and any applicable share power) shall be placed
in escrow, to be held and disbursed subject to the terms and conditions of this Agreement. Each Initial Shareholder acknowledges
that the certificate representing such Initial Shareholder’s Escrow Shares will be legended to reflect the deposit of such
Escrow Shares under this Agreement.


 






    	



    	 



    




 


3.     Disbursement of the Escrow Shares.


 


3.1          The Escrow Agent shall hold the Escrow Shares during
the period (the “Escrow Period”) commencing on the date hereof and (i) for 50% of the Escrow Shares, ending on the
earlier of (x) one year after the date of the consummation of the Company’s initial Business Combination and (y) the date
on which the closing sale price of the Company’s Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share
splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing
after the Company’s initial Business Combination and (ii) for the remaining 50% of the Escrow Shares, ending one year after
the date of the consummation of an initial Business Combination; provided, however, that if, subsequent to the Company’s
consummation of an initial Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation,
merger, share exchange or other similar transaction which results in all of the shareholders of such entity having the right to
exchange their Ordinary Shares for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed
by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable
to the Escrow Agent, certifying that such transaction is then being consummated, release the Escrow Shares then held by it to the
Initial Shareholders. The Company shall promptly provide notice of the consummation of an initial Business Combination to the Escrow
Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Initial Shareholder’s Escrow
Shares (and any applicable share power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by
the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the
Escrow Agent shall promptly destroy the certificates representing the Escrow Shares. The Escrow Agent shall have no further duties
hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.


 


3.2          Notwithstanding Section 3.1, if the Underwriters do not
exercise their over-allotment option to purchase an additional 1,080,000 Units of the Company in full within 45 days of the date
of the Prospectus (as described in the Underwriting Agreement), the Initial Shareholders agree that the Escrow Agent shall return
to the Company for cancellation, at no cost, the number of Escrow Shares held by each Initial Shareholder determined by multiplying
(a) the product of (i) 270,000 by (ii) a fraction, (x) the numerator of which is the number of Escrow Shares held by such Initial
Shareholder, and (y) the denominator of which is the total number of Escrow Shares held by the Initial Shareholders, by (b) a fraction,
(i) the numerator of which is 1,080,000 minus the number of Ordinary Shares purchased by the Underwriters upon the exercise of their
over-allotment option, and (ii) the denominator of which is 1,080,000. The Company shall promptly provide notice to the Escrow Agent
of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by
the Underwriters in connection with their exercise thereof.


 


4.     Rights of Initial Shareholders in Escrow Shares.


 


4.1          Voting Rights as a Shareholder. Subject to the
terms of the Insider Letters described in Section 4.4 hereof and except as herein provided, the Initial Shareholders shall retain
all of their rights as shareholders of the Company during the Escrow Period, including, without limitation, the right to vote such
shares.


 






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4.2          Dividends and Other Distributions in Respect of the
Escrow Shares. During the Escrow Period, all dividends payable in cash with respect to the Escrow Shares shall be paid to the
Initial Shareholders, but all dividends payable in shares or other non-cash property (“Non-Cash Dividends”) shall be
delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Shares”
shall be deemed to include the Non-Cash Dividends distributed thereon, if any.


 


4.3          Restrictions on Transfer.
During the Escrow Period, the only permitted transfers of the Escrow Shares will be (i) if the Initial Shareholder is an entity,
as a distribution to partners, members or shareholders of the Initial Shareholder upon the liquidation and dissolution of the
Initial Shareholder, (ii) by bona fide gift to a member of the Initial Shareholder’s immediate family or to a trust, the
beneficiary of which is the Initial Shareholder or a member of the Initial Shareholder’s immediate family for estate planning
purposes, (iii) by virtue of the laws of descent and distribution upon death of the Initial Holder, (iv) pursuant to a qualified
domestic relations order, (v) by certain pledges to secure obligations incurred in connection with purchases of the Company’s
securities, (vi) by private sales at prices no greater than the price at which the Escrow Shares were originally purchased or
(vii) to the Company for cancellation as set forth in Section 3.2 hereof or in connection with the consummation of a Business
Combination, in each case, except for clause (vii), on the condition that such transfers may be implemented only upon the respective
transferee’s written agreement to be bound by the terms and conditions of this Agreement and of the Insider Letter (as defined
below) signed by the Initial Shareholder transferring the Escrow Shares.


 


4.4          Insider Letters. Each of
the Initial Shareholders has executed a letter agreement with EBC and the Company, dated as indicated on Exhibit A hereto, and
the form of which is filed as an exhibit to the Registration Statement (“Insider Letter”), respecting the rights and
obligations of such Initial Shareholder in certain events, including but not limited to the liquidation of the Company.


 


5.     Concerning the Escrow Agent.


 


5.1          Good Faith Reliance. The Escrow Agent shall not
be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen
by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is
believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall
not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced
by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent
are affected, unless it shall have given its prior written consent thereto.


 






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5.2          Indemnification. The Escrow
Agent shall be indemnified and held harmless by the Company from and against any expenses, including counsel fees and disbursements,
or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any
way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow
Shares held by it hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow
Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit
or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice,
the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine
ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate court or it
may retain the Escrow Shares pending receipt of a final, non appealable order of a court having jurisdiction over all of the parties
hereto directing to whom and under what circumstances the Escrow Shares are to be disbursed and delivered. The provisions of this
Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.


 


5.3          Compensation. The Escrow
Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder. The Escrow Agent
shall also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the administration of its
duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all
taxes or other governmental charges.


 


5.4          Further Assurances. From
time to time on and after the date hereof, the Company and the Initial Shareholders shall deliver or cause to be delivered to
the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent
shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith
or to assure itself that it is protected in acting hereunder.


 


5.5          Resignation. The Escrow Agent
may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto written
notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time
that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company, the Escrow Shares held hereunder.
If no new escrow agent is so appointed within the 60 day period following the giving of such notice of resignation, the Escrow
Agent may deposit the Escrow Shares with any court it reasonably deems appropriate.


 


5.6          Discharge of Escrow Agent.
The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time
by the other parties hereto, jointly, provided, however, that such resignation shall become effective only upon acceptance of
appointment by a successor escrow agent as provided in Section 5.5.


 






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5.7          Liability. Notwithstanding
anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence
or its own willful misconduct.


 


5.8          Waiver. The Escrow Agent
hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any
distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof,
by and between the Company and the Escrow Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


6.     Miscellaneous.


 


6.1          Governing Law; Jurisdiction. In connection with
Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York without regard to principles of conflicts of law that would result in the application of
the substantive law of another jurisdiction. The parties hereto agree that any action, proceeding or claim arising out of or relating
in any way to this Agreement shall be resolved through final and biding arbitration in accordance with the International Arbitration
Rules of the American Arbitration Association (“AAA”). The arbitration shall be brought before the AAA International
Center for Dispute Resolution’s offices in New York City, New York, will be conducted in English and will be decided by a
panel of three arbitrators selected from the AAA Commercial Disputes Panel and that the arbitrator panel’s decision shall
be final and enforceable by any court having jurisdiction over the party from whom enforcement is sought. The cost of such arbitrators
and arbitration services, together with the prevailing party’s legal fees and expenses, shall be borne by the non-prevailing
party or as otherwise directed by the arbitrators. The Company hereby appoints, without power of revocation, Graubard Miller, 405
Lexington Avenue, New York, New York 10174, Fax No.: (212) 818-8881, Attn: David Alan Miller, Esq., as their respective agent to
accept and acknowledge on its behalf service of any and all process which may be served in any arbitration, action, proceeding
or counterclaim in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action
as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years
from the date of this Agreement. This Agreement may be executed in several original or facsimile counterparts, each one of which
shall constitute an original, and together shall constitute but one instrument.


 


6.2          Third Party Beneficiaries.
Each of the Initial Shareholders hereby acknowledges that the Underwriters are third party beneficiaries of this Agreement and
this Agreement may not be modified or changed without the prior written consent of EBC.


 


6.3          Entire Agreement. This Agreement
contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided
herein, may not be changed or modified except by an instrument in writing signed by the party to the charged.


 






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


 


6.5          Binding Effect. This Agreement
shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors and
assigns.


 


6.6          Notices. Any notice or other
communication required or which may be given hereunder shall be in writing and either be delivered personally or be mailed, certified
or registered mail, or by private national courier service, return receipt requested, postage prepaid, and shall be deemed given
when so delivered personally or, if mailed, two days after the date of mailing, as follows:


 


If to the Company, to:


 


Arowana Inc.


Level 11, 153 Walker Street


North Sydney, NSW 2060


Australia


Attn: Chief Executive Officer


 


If to a Shareholder, to his address set forth
in Exhibit A.


 


and if to the Escrow Agent, to:


 


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Chairman


 


A copy of any notice sent hereunder shall be
sent to:


 


EarlyBirdCapital, Inc.


275 Madison Avenue, 27th Floor


New York, New York 10016


Attn: David M. Nussbaum, Chairman


 


and:


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq.


 






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and:


 


McDermott Will & Emery LLP


340 Madison Avenue


New York, New York 10173-1922


Attn: Robert H. Cohen, Esq.


 


The parties may change the persons and addresses
to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided
herein for giving notice.


 


6.7          Liquidation of the Company. The Company shall
give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails
to consummate a Business Combination within the time period specified in the Prospectus.


 


[Signature Page Follows]





 






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WITNESS the execution of this Agreement as of
the date first above written.


 





	 	 	COMPANY:
	 	 	 
	 	 	AROWANA INC.
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	 	INITIAL SHAREHOLDERS:
	 	 	 
	 	 	BEIRA CORP.
	 	 	 
	 	By:	 
	 	 	GARY HUI
	 	 	 
	 	 	 
	 	 	DUDLEY HOSKIN
	 	 	 
	 	 	 
	 	 	KIEN KHAN KWAN
	 	 	 
	 	 	 
	 	 	DAVID BROWNE
	 	 	 
	 	 	 
	 	 	HAN MING YONG



 






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	 	 	THE OCTAGON FOUNDATION
	 	 	 
	 	 	 
	 	 	By:
	 	 	Title:
	 	 	 
	 	 	THE PANAGA GROUP TRUST
	 	 	 
	 	 	 
	 	 	By:
	 	 	Title:
	 	 	 
	 	 	AROWANA AUSTRALASIAN
    SPECIAL SITUATIONS PARTNERSHIP 1, LP
	 	 	 
	 	 	 
	 	 	By:
	 	 	Title:
	 	 	 
	 	 	RALSTEN PTY LTD.
	 	 	 
	 	 	 
	 	 	By:
	 	 	Title:
	 	 	 
	 	 	AROWANA GLOBAL SERVICES (SINGAPORE) PTE,
                                           LTD.





	 	 	 
	 	 	 
	 	 	By:
	 	 	 Title:
	 	 	 
	 	 	ESCROW AGENT:
	 	 	 
	 	 	CONTINENTAL STOCK TRANSFER
	 	 	    & TRUST COMPANY
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 










 



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EXHIBIT A


 


	Name and Address of 
 Initial
                                         Shareholder
	 	Number
 of
                                         Shares
	 	 	Share
 Certificate
                                         Number
	 	 	Date of 
 Insider
                                         Letter
	 
	 	 	 	 	 	 	 	 	 	 
	Beira Corp.	 	 	255,549	 	 	 	1		 	 	_______, 2015	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Raster Pty Ltd.	 	 	25,554	 	 	 	2		 	 	_______, 2015	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dudley Hoskin	 	 	25,554	 	 	 	3		 	 	_______, 2015	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Kien Khan Kwan	 	 	25,554	 	 	 	4		 	 	_______, 2015	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	David Browne	 	 	25,554	 	 	 	5		 	 	_______, 2015	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Han Ming Yong	 	 	25,554	 	 	 	6		 	 	_______, 2015	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	The Octagon Foundation	 	 	408,878	 	 	 	7		 	 	_______, 2015	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	The Panaga Group Trust	 	 	827,979	 	 	 	8		 	 	_______, 2015	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Arowana Australasian Special Situation Partnership
    1, LP	 	 	424,218	 	 	 	9		 	 	_______, 2015	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Arowana Global Services (Singapore) PTE, LTD.




	 	 	25,606	 	 	 	10	 	 	 	_______, 2015