Unassociated Document








Exhibit 10.5



PROMISSORY NOTE

	$130,465

	   	   	   	As of October 21, 2014




 


Arowana Inc. (“Maker”)
promises to pay to the order of Arowana Partners Group Pty Ltd. (“Payee”) the principal sum of One Hundred Thirty Thousand Four Hundred Sixty
Five Dollars and No Cents ($130,465.00) in lawful money of the United States of America, on the terms and conditions described below. This Note
supersedes and replaces all outstanding notes from Maker to Payee.


1.   Principal. The
principal balance of this Note shall be repayable on the earlier of (i) October 21, 2015, (ii) the date on which Maker consummates an initial public
offering of its securities (“IPO”) or (iii) the date on which Maker determines to not proceed with such IPO.


2.   Interest. No
interest shall accrue on the unpaid principal balance of this Note.


3.   Application of
Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including
(without limitation) reasonable attorneys’ fees, then to the payment in full of any late charges and finally to the reduction of the unpaid
principal balance of this Note.


4.   Events of
Default. The following shall constitute Events of Default:


(a)   Failure to Make
Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the date when due.


(b)   Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal Bankruptcy Code, as now constituted or hereafter amended, or any
other applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment
of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any
substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its
debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.


(c)   Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of maker in an involuntary
case under the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other
similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial
part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect
for a period of 60 consecutive days.



 










5.
  Remedies.


(a)   Upon the occurrence of
an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare this Note to be due and payable, whereupon the principal
amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary
notwithstanding.


(b)   Upon the occurrence of
an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of, and all other sums payable with regard to, this Note shall
automatically and immediately become due and payable, in all cases without any action on the part of Payee.


6.   Waivers. Maker
and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of
protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all
benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds
arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil
process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue
hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.


7.   Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this
Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner
by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time,
renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agree that
additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to them or affecting their liability
hereunder.


8.   Notices. Any
notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii)
dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by telefacsimile or (v) sent
by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this
Section:


If to Maker:

	
	 	Arowana Inc.
 Level 11, 153 Walker Street
North Sydney,
NSW 2060
Australia






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If to Payee:

	
	 	Arowana Partners Group Pty Ltd.
 Level 11, 153 Walker
Street
 North Sydney, NSW 2060
 Australia





Notice shall be deemed given on the
earlier of (i) actual receipt by the receiving party, (ii) the date shown on a telefacsimile transmission confirmation, (iii) the date on which an
e-mail transmission was received by the receiving party’s on-line access provider (iv) the date reflected on a signed delivery receipt, or (vi)
two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.


9.   Construction.
This Note shall be construed and enforced in accordance with the domestic, internal law, but not the law of conflict of laws, of the State of New
York.


10.   Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


IN WITNESS WHEREOF, Maker, intending to
be legally bound hereby, has caused this Note to be duly executed by its Chief Executive Officer the day and year first above written.




	 

	   	   	   	 

	   	   	   	   
	 

	   	   	   	AROWANA
INC.

	 

	   	   	   	 

	   	 


	 

	   	   	   	By:

	   	/s/ Kevin T. Chin


	 

	   	   	   	Name:

	   	Kevin T. Chin


	 

	   	   	   	Title:

	   	Chief Executive Officer




 



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