Exhibit 10.3


 


SHARE ESCROW AGREEMENT


 


SHARE ESCROW AGREEMENT, dated as of ___________,
2014 (“Agreement”), by and among AROWANA INC., a Cayman Islands Company (“Company”), KEVIN CHIN, BEIRA
CORP., JOHN C. MOORE, DUDLEY HOSKIN, KIEN KHAN KWAN, THE OCTAGON FOUNDATION, THE PANAGA GROUP TRUST, AROWANA INTERNATIONAL
(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 ________, 2014 (“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 6,000,000 units (“Units”) of the Company, plus an additional 900,000 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 __________, 2014 (“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 __________, 2014 (“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.


 



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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 900,000 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) 225,000 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 900,000 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 900,000. 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.


 


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:
	 	 	 
	 	 	 
	 	 	KEVIN CHIN
	 	 	 
	 	 	 
	 	 	BEIRA CORP.
	 	 	 
	 	By:	 
	 	 	GARY HUI
	 	 	 
	 	 	 
	 	 	JOHN C. MOORE
	 	 	 
	 	 	 
	 	 	DUDLEY HOSKIN
	 	 	 
	 	 	 
	 	 	KIEN KHAN KWAN
	 	 	 
	 	 	 
	 	 	THE OCTAGON FOUNDATION
	 	 	 
	 	 	 
	 	 	By:
	 	 	Title:
	 	 	 
	 	 	THE
PANAGA GROUP TRUST
	 	 	 
	 	 	 
	 	 	By:
	 	 	Title:
	 	 	 
	 	 	AROWANA
INTERNATIONAL
	 	 	 
	 	 	 
	 	 	By:
	 	 	Title:
	 	 	 
	 	 	ESCROW AGENT:
	 	 	 
	 	 	CONTINENTAL
STOCK TRANSFER & TRUST COMPANY



	 	 	 
	 	By:	
	 	 	Name: Monty Harry
	 	 	Title:   Vice President






 






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EXHIBIT A


 


	Name
                                         and Address of

        Initial
        Shareholder
	 	Number

        of
        Shares
	 	Share

        Certificate
        

        Number
	 	Date
                                         of

        Insider
        Letter

	 	 	 	 	 	 	 
	Kevin
    Chin	 	______	 	__	 	________,
    2014
	 	 	 	 	 	 	 
	Beira
    Corp.	 	______	 	__	 	________,
    2014
	 	 	 	 	 	 	 
	John
    C. Moore	 	______	 	__	 	________,
    2014
	 	 	 	 	 	 	 
	Dudley
    Hoskin	 	______	 	__	 	________,
    2014
	 	 	 	 	 	 	 
	Kien
    Khan Kwan	 	______	 	__	 	________,
    2014
	 	 	 	 	 	 	 
	The
    Octagon Foundation	 	______	 	__	 	________,
    2014
	 	 	 	 	 	 	 
	The
    Panaga Group Trust	 	______	 	__	 	________,
    2014
	 	 	 	 	 	 	 
	Arowana
    International	 	______	 	__	 	________,
    2014