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**EXHIBIT 1.1.1**

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**Amendmentto UNDERWRITING****AGREEMENT**

 

AMENDMENT dated asof August 14, 2012 (this “Amendment”), between Australia Acquisition Corp., a Cayman Islands corporation (the**“**Company**”**), and The PrinceRidge Group LLC (as successor to Cohen & Company Capital Markets,LLC) (“PrinceRidge”), as Representative (the “Representative”).

 

WITNESSETH

 

WHEREAS, the Companyand the Representative previously entered into the Underwriting Agreement, dated as of November 15, 2010 (the **“**UnderwritingAgreement**”**; capitalized terms used without definition herein shall have the meanings assigned to them in the UnderwritingAgreement), pursuant to which the Company issued securities in its initial public offering;

 

WHEREAS, Section 7.5of the Underwriting Agreement provided that the Company would comply with Articles (155) through (165) of its Memorandum and Articlesof Association, as amended in connection with the consummation of a Business Transaction or the failure to consummate a BusinessTransaction within twenty one (21) months from the date of the Prospectus;

 

WHEREAS, pursuant toa letter agreement dated June 14, 2011 and amended July 11, 2012 between the Company and PrinceRidge pursuant to which PrinceRidgeagreed to provide special financial advisory services in connection with a potential business transaction (the “Arrangement”),the Representative waived its rights to receive the Deferred Discount (which was payable exclusively to the Representative andnot to any other Underwriter), so that the Representative is not entitled to receive monies from the Trust Account at closing ofthe Business Transaction and the Deferred Discount will be payable to (a) the Company or a designee thereof at closing of the BusinessTransaction or (b) the Company’s shareholders as described in the Trust Agreement if the Business Transaction is not consummatedand the Trust Account is liquidated as provided for herein;

 

WHEREAS, the partieswish to amend Section 7.5 of the Underwriting Agreement to reflect a three-month extension of the deadline for consummation ofthe Business Transaction, and to make other changes set forth herein.

 

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

 

1.            Amendments.

 

a.           	DeferredPortion of Underwriters’ Discount. Consistent with the terms of the Arrangement, the parties acknowledge that the DeferredDiscount is no longer payable.  Thus, the second sentence of Section 1.1.3 of the Underwriting Agreement is hereby amendedand restated to provide as follows:

 

 

“If the Company (a) consummatesthe Business Transaction, the Deferred Discount shall be distributed to the Company or its designee, or (b) is unable to consummatethe Business Transaction and Continental Stock Transfer & Trust Company, the trustee of the Trust Account, commences liquidationof the Trust Account as provided in the Trust Agreement, the Representative acknowledges and agrees that: (i) it has forfeitedany rights or claims to the Deferred Discount that was payable exclusively to it; and (ii) the Deferred Discount, together withall other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Shareholders.”

 

	b.           DeferredDiscount, Right of First Refusal. Consistent with the terms of the Arrangement, Section 3.20.1 of the Underwriting Agreementis hereby deleted and of no further force and effect. The parties hereto acknowledge that the Company and PrinceRidge previouslyagreed pursuant to the Arrangement that Section 3.20.2 of the Underwriting Agreement was deleted and of no further force and effect.

 

	c.           Extension.Section 7.5 of the Underwriting Agreement is hereby amended and restated in its entirety so as to read as follows:

 

“7.5           Acquisition/LiquidationProcedure.  The Company agrees that it will comply with Articles (155) through (165) of its Memorandum and Articlesof Association, as amended in connection with the consummation of a Business Transaction or the failure to consummate a BusinessTransaction within twenty four (24) months from the date of the Prospectus.”

 

d.            Address for Notices.Section 10.1 of the Underwriting Agreement is hereby amended and restated in its entirety so as to read as follows:

 

“10.1           Notices.  Allcommunications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed, deliveredby hand or reputable overnight courier or delivered by facsimile transmission (with printed confirmation of receipt) and confirmedand shall be deemed given when so mailed, delivered or faxed or if mailed, two days after such mailing.

 

If to the Representative:

 

The PrinceRidge Group LLC

1633 Broadway, 28th Floor

New York, NY 10019

Attn: General Counsel

Facsimile: (646) 792-5610

 

 

Copy to:

 

Bingham McCutchen LLP

399 Park Avenue

New York, NY 10022-4689

Attn: Floyd I. Wittlin, Esq.

Facsimile: (212) 752-5378

 

If to the Company:

 

Australia Acquisition Corp.

Level 9 Podium, 530 Collins Street

Melbourne VIC 3000 Australia

Attn: Chief Executive Officer

Facsimile:   +61 3 9012 7475

 

Copy to:

 

M. Ridgway Barker, Esq.

Kelley Drye & Warren LLP

400 Atlantic St.

Stamford, CT06901

Facsimile: (203) 327-2669

 

e.            References. Referencesin the Underwriting Agreement to the Insider Letters shall hereinafter be deemed to be references to such documents as amendedpursuant to the amendments thereto dated as of August 9, 2012 and as further amended from time to time. References in the UnderwritingAgreement to the Subscription Agreements and the Investment Management Trust Agreement shall hereinafter be deemed to be referencesto such documents as amended pursuant to the respective amendments dated as of the date hereof and as further amended from timeto time.

 

2.             FullForce and Effect. Except as expressly amended hereby, each provision of the Underwriting Agreement shall remain in full forceand effect.

 

3.             Miscellaneous.

 

a.           GoverningLaw, Jurisdiction. This Amendment shall be governed by and construed and enforced in accordance with the laws of the Stateof New York, without giving effect to conflicts of law principles that would result in the application of the substantive lawsof another jurisdiction.  The Company hereby agrees that any action, proceeding or claim against it arising out of, or relatingin any way to this Amendment shall be brought and enforced in the Supreme Court, County of New York or the United States DistrictCourt for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Anysuch process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail,return receipt requested, postage prepaid, addressed to it at the address set forth in Section 10.1 of the Underwriting Agreementas amended by Section 1(d) of this Amendment. Such mailing shall be deemed personal service and shall be legal and binding uponthe Company in any action, proceeding or claim. The Company agrees that the prevailing party(ies) in any such action shall be entitledto recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceedingand/or incurred in connection with the preparation therefor.

 

 

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

 

c.           Counterparts.This Amendment may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, eachof which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shallbecome effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the otherparties hereto.  Delivery of a signed counterpart of this Amendment by facsimile or email/PDF transmission shall constitutevalid and sufficient delivery thereof.

 

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InWITNESS Whereof, the parties have caused this Amendment to Underwriting Agreementto be executed and delivered as of the date first above written.