Exhibit 4.5


 


RIGHTS
AGREEMENT


 


Agreement
made as of _______, 2014 between Arowana Inc., a Cayman Islands Company, with offices at Level 11, 153 Walker Street, North Sydney,
NSW 2060, Australia (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation,
with offices at 17 Battery Place, New York, New York 10004 (“Right Agent”).


 


WHEREAS,
the Company has received binding commitments from its initial shareholders (“Initial Shareholders”), to purchase up
to an aggregate of 434,500 units, each unit (“Unit”) comprised of one ordinary share of the Company, par value $.0001
per share (“Ordinary Share”), one right to receive one-tenth of one Ordinary Share (“Right”) upon the
happening of the triggering event described herein and one warrant to purchase one half of one Ordinary Share (“Warrant”),
and in connection therewith, will issue and deliver up to an aggregate of 434,500 Rights upon consummation of such private placement
(“Private Offering”); and


 


WHEREAS,
the Company is engaged in a public offering (“Public Offering”) of Units and, in connection therewith, will issue
and deliver up to 6,900,000 Rights to the public investors and (ii) 600,000 Rights (underlying unit purchase options) to EarlyBirdCapital,
Inc. (“EBC”) or its designees; and


 


WHEREAS,
the Company may issue up to an additional 500,000 Rights in consideration of certain working capital loans that may be made by
the Company’s officers, directors, initial shareholders or affiliates; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
No. 333-199591 (“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (“Act”)
of, among other securities, the Rights and the Ordinary Shares issuable to the holders of the Rights; and


 


WHEREAS,
the Company desires the Right Agent to act on behalf of the Company, and the Right Agent is willing to so act, in connection with
the issuance, registration, transfer and exchange of the Rights; and


 






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WHEREAS,
the Company desires to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective
rights, limitation of rights, and immunities of the Company, the Right Agent, and the holders of the Rights; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Rights, when executed on behalf of the Company
and countersigned by or on behalf of the Right Agent, as provided herein, the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment
of Right Agent. The Company hereby appoints the Right Agent to act as agent for the Company for the Rights, and the
Right Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set
forth in this Agreement.


 


2. Rights.


 


2.1. Form
of Right. Each Right shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto,
the provisions of which are incorporated herein and shall be signed by the Chairman of the Board or Chief Executive Officer
and Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of the Company’s seal. In the
event the person whose facsimile signature has been placed upon any Right shall have ceased to serve in the capacity in which
such person signed the Right before such Right is issued, it may be issued with the same effect as if he or she had not
ceased to be such at the date of issuance.


 


2.2. Effect
of Countersignature. Unless and until countersigned by the Right Agent pursuant to this Agreement, a Right shall be
invalid and of no effect and may not be exchanged for shares of Ordinary Shares.


 






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2.3. Registration.


 


2.3.1. Right
Register. The Right Agent shall maintain books (“Right Register”) for the registration of original issuance
and the registration of transfer of the Rights. Upon the initial issuance of the Rights, the Right Agent shall issue and
register the Rights in the names of the respective holders thereof in such denominations and otherwise in accordance with
instructions delivered to the Right Agent by the Company.


 


2.3.2. Registered
Holder. Prior to due presentment for registration of transfer of any Right, the Company and the Right Agent may deem and
treat the person in whose name such Right shall be registered upon the Right Register (“registered holder”) as
the absolute owner of such Right and of each Right represented thereby (notwithstanding any notation of ownership or other
writing on the Right Certificate made by anyone other than the Company or the Right Agent), for the purpose of the exchange
thereof, and for all other purposes, and neither the Company nor the Right Agent shall be affected by any notice to the
contrary.


 


2.4. Detachability
of Rights. The securities comprising the Units, including the Rights, will not be separately transferable until the
ninetieth (90th) day after the date hereof unless EBC informs the Company of its decision to allow earlier
separate trading, but in no event will separate trading of the securities comprising the Units begin until (i) the Company
files a Current Report on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross
proceeds of the Public Offering including the proceeds received by the Company from the exercise of the over-allotment
option, if the over-allotment option is exercised on the date hereof, and (ii) the Company issues a press release and files a
Current Report on Form 8-K announcing when such separate trading shall begin.


 


3. Terms
and Exchange of Rights


 


3.1. Rights.
Each Right shall entitle the holder thereof to receive one-tenth of one Ordinary Share upon the happening of an Exchange
Event (described below). No additional consideration shall be paid by a holder of Rights in order to receive his, her or its
shares of Ordinary Shares upon an Exchange Event as the purchase price for such shares of Ordinary Shares has been included
in the purchase price for the Units. In no event will the Company be required to net cash settle the Rights or issue
fractional Ordinary Shares.


 






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3.2. Exchange
Event. An Exchange Event shall occur upon the Company’s consummation of an initial Business Combination (as
defined in the Company’s Amended and Restated Memorandum and Articles of Association).


 


3.3. Exchange
of Rights.


 


3.3.1. Issuance
of Certificates. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of
the Rights to return their Rights Certificates to the Right Agent. Upon receipt of a valid Rights Certificate, the Company
shall issue to the registered holder of such Right(s) a certificate or certificates for the number of full Ordinary Shares to
which he, she or it is entitled, registered in such name or names as may be directed by him, her or it. Notwithstanding the
foregoing, or any provision contained in this Rights Agreement to the contrary, in no event will the Company be required to
net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any
holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the
Company will instruct the Right Agent how any such entitlement will be addressed.


 


3.3.2. Valid
Issuance. All Ordinary Shares issued upon an Exchange Event in conformity with this Agreement shall be validly issued,
fully paid and nonassessable.


 


3.3.3. Date
of Issuance. Each person in whose name any such certificate for Ordinary Shares is issued shall for all purposes be
deemed to have become the holder of record of such shares on the date of the Exchange Event, irrespective of the date of
delivery of such certificate.


 


3.3.4 Company
Not Surviving Following Exchange Event. Upon an Exchange Event in which the Company does not continue as the publicly
held reporting entity, the definitive agreement will provide for the holders of Rights to receive the same per share
consideration the holders of the Ordinary Shares will receive in such transaction, for the number of shares such holder is
entitled to pursuant to Section 3.3.1 above. Each holder of a Right will be required to affirmatively convert his, her or its
rights in order to receive the 1/10 of a share underlying each right (without paying any additional consideration) upon
consummation of the Exchange Event. Each holder of a Right will be required to indicate his, her or its election to convert
the Rights into the underlying shares as well as to return the original certificates evidencing the Rights to the
Company.


 






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3.5 Duration
of Rights. If an Exchange Event does not occur within 18 months from the closing of the Public Offering, the Rights shall
expire and shall be worthless.


 


4. Transfer
and Exchange of Rights.


 


4.1. Registration
of Transfer. The Right Agent shall register the transfer, from time to time, of any outstanding Right upon the Right
Register, upon surrender of such Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by
appropriate instructions for transfer. Upon any such transfer, a new Right representing an equal aggregate number of Rights
shall be issued and the old Right shall be cancelled by the Right Agent. The Rights so cancelled shall be delivered by the
Right Agent to the Company from time to time upon request.


 


4.2. Procedure
for Surrender of Rights. Rights may be surrendered to the Right Agent, together with a written request for exchange or
transfer, and thereupon the Right Agent shall issue in exchange therefor one or more new Rights as requested by the
registered holder of the Rights so surrendered, representing an equal aggregate number of Rights; provided, however, that in
the event that a Right surrendered for transfer bears a restrictive legend, the Right Agent shall not cancel such Right and
issue new Rights in exchange therefor until the Right Agent has received an opinion of counsel for the Company stating that
such transfer may be made and indicating whether the new Rights must also bear a restrictive legend.


 


4.3. Fractional
Rights. The Right Agent shall not be required to effect any registration of transfer or exchange which will result in
the issuance of a Right Certificate for a fraction of a Right.


 


4.4. Service
Charges. No service charge shall be made for any exchange or registration of transfer of Rights.


 






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4.5. Adjustments
to Conversion Ratios. The number of Ordinary Shares that the holders of Rights are entitled to receive as a result of
the occurrence of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share split,
reverse share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or
other like change with respect to the Ordinary Shares occurring on or after the date hereof and prior to the Exchange
Event.


 


4.6 Right
Execution and Countersignature. The Right Agent is hereby authorized to countersign and to deliver, in accordance with
the terms of this Agreement, the Rights required to be issued pursuant to the provisions of this Section 4, and the Company,
whenever required by the Right Agent, will supply the Right Agent with Rights duly executed on behalf of the Company for such
purpose.


 


5. Other
Provisions Relating to Rights of Holders of Rights.


 


5.1. No
Rights as Shareholder. Until exchange of a Right for shares of Ordinary Shares as provided for herein, a Right does not
entitle the registered holder thereof to any of the rights of a shareholder of the Company, including, without limitation,
the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive
notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other
matter.


 


5.2. Lost,
Stolen, Mutilated, or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the Right
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a
mutilated Right, include the surrender thereof), issue a new Right of like denomination, tenor, and date as the Right so
lost, stolen, mutilated, or destroyed. Any such new Right shall constitute a substitute contractual obligation of the
Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Right shall be at any time enforceable by
anyone.


 


5.3. Reservation
of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Ordinary Shares that will be sufficient to permit the exchange of all outstanding Rights issued pursuant to this
Agreement.


 






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6. Concerning
the Right Agent and Other Matters.


 


6.1. Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or
the Right Agent in respect of the issuance or delivery of shares of Ordinary Shares upon the exchange of Rights, but the
Company shall not be obligated to pay any transfer taxes in respect of the Rights or such shares.


 


6.2. Resignation,
Consolidation, or Merger of Right Agent.


 


6.2.1. Appointment
of Successor Right Agent. The Right Agent, or any successor to it hereafter appointed, may resign its duties and be
discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the
Company. If the office of the Right Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Right Agent in place of the Right Agent. If the Company shall fail to make such appointment
within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Right Agent or by
the holder of the Right (who shall, with such notice, submit his, her or its Right for inspection by the Company), then the
holder of any Right may apply to the Supreme Court of the State of New York for the County of New York for the appointment of
a successor Right Agent at the Company’s cost. Any successor Right Agent, whether appointed by the Company or by such
court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its
principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any
successor Right Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its
predecessor Right Agent with like effect as if originally named as Right Agent hereunder, without any further act or deed;
but if for any reason it becomes necessary or appropriate, the predecessor Right Agent shall execute and deliver, at the
expense of the Company, an instrument transferring to such successor Right Agent all the authority, powers, and rights of
such predecessor Right Agent hereunder; and upon request of any successor Right Agent the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such
successor Right Agent all such authority, powers, rights, immunities, duties, and obligations.


 






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6.2.2. Notice
of Successor Right Agent. In the event a successor Right Agent shall be appointed, the Company shall give notice thereof
to the predecessor Right Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such
appointment.


 


6.2.3. Merger
or Consolidation of Right Agent. Any corporation into which the Right Agent may be merged or with which it may be
consolidated or any corporation resulting from any merger or consolidation to which the Right Agent shall be a party shall be
the successor Right Agent under this Agreement without any further act.


 


6.3. Fees
and Expenses of Right Agent.


 


6.3.1. Remuneration.
The Company agrees to pay the Right Agent reasonable remuneration for its services as such Right Agent hereunder and will
reimburse the Right Agent upon demand for all expenditures that the Right Agent may reasonably incur in the execution of its
duties hereunder.


 


6.3.2. Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the
Right Agent for the carrying out or performing of the provisions of this Agreement.


 


6.4. Liability
of Right Agent.


 


6.4.1. Reliance
on Company Statement. Whenever in the performance of its duties under this Right Agreement, the Right Agent shall deem
it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any
action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer or Chief Financial
Officer and delivered to the Right Agent. The Right Agent may rely upon such statement for any action taken or suffered in
good faith by it pursuant to the provisions of this Agreement.


 






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6.4.2. Indemnity.
The Right Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company
agrees to indemnify the Right Agent and save it harmless against any and all liabilities, including judgments, costs and
reasonable counsel fees, for anything done or omitted by the Right Agent in the execution of this Agreement except as a
result of the Right Agent’s gross negligence, willful misconduct, or bad faith.


 


6.4.3. Exclusions.
The Right Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity
or execution of any Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company of
any covenant or condition contained in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this
Agreement or any Right or as to whether any Ordinary Shares will when issued be valid and fully paid and
nonassessable.


 


6.5. Acceptance
of Agency. The Right Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon
the terms and conditions herein set forth.


 


6.6 Waiver.
The Right 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 Right 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.


 


7. Miscellaneous
Provisions.


 


7.1. Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Right Agent shall bind and
inure to the benefit of their respective successors and assigns.


 






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7.2. Notices.
Any notice, statement or demand authorized by this Right Agreement to be given or made by the Right Agent or by the holder
of any Right to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent
by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until
another address is filed in writing by the Company with the Right Agent), as follows:


 


Arowana
Inc. 


Level
11, 153 Walker Street 


North
Sydney, NSW 2060 


Australia 


Attn:
Chief Executive Officer


 


Any notice,
statement or demand authorized by this Agreement to be given or made by the holder of any Right or by the Company to or on the
Right Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing
by the Right Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company


17
Battery Place 


New
York, New York 10004 


Attn:
Compliance Department


 


with a copy
in each case to:


 


Graubard
Miller


The
Chrysler Building 


405
Lexington Avenue 


New
York, New York 10174 


Attn:
David Alan Miller, Esq.


 


and


 


McDermott
Will & Emery LLP 


340
Madison Avenue 


New
York, New York 10173-1922 


Attn:
Robert H. Cohen, Esq.


 


and


 


EarlyBirdCapital,
Inc. 


275
Madison Avenue, 27th Floor 


New
York, New York 10016 


Attn:
David M. Nussbaum, Chairman


 






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7.3. Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the
application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State
of New York or the United States District Court 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 inconvenience forum. Any such 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 7.2 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the Company in any action, proceeding or claim.


 


7.4. Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the
parties hereto and the registered holders of the Rights and, for the purposes of Sections 3.1, 7.4 and 7.8 hereof, EBC, any
right, remedy, or claim under or by reason of this Right Agreement or of any covenant, condition, stipulation, promise, or
agreement hereof. EBC shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 3.1, 7.4 and
7.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Right Agreement shall be for
the sole and exclusive benefit of the parties hereto (and EBC with respect to the Sections 3.1, 7.4 and 7.8 hereof) and their
successors and assigns and of the registered holders of the Rights.


 


7.5. Examination
of the Right Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Right
Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Right. The
Right Agent may require any such holder to submit his, her or its Right for inspection by it.


 






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7.6. Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same
instrument.


 


7.7. Effect
of Headings. The Section headings herein are for convenience only and are not part of this Right Agreement and shall not
affect the interpretation thereof.


 


7.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing
any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any
other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or
desirable and that the parties deem shall not adversely affect the interest of the registered holders. All other
modifications or amendments shall require the written consent or vote of the registered holders of a majority of the then
outstanding Rights. The provisions of this Section 7.8 may not be modified, amended or deleted without the prior written
consent of EBC.


 


7.9 Severability.
This Right Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of this Right Agreement or of any other term or provision hereof. Furthermore, in
lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of
this Right Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be
valid and enforceable.


 


[Signature
Page Follows]


 






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IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 





	 	AROWANA INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	CONTINENTAL STOCK TRANSFER
	 	& TRUST COMPANY
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


 


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