Exhibit 10.1


 


______________________,
2014


 


Arowana
Inc.


Level
11, 153 Walker Street


North
Sydney, NSW 2060


Australia


 


EarlyBirdCapital,
Inc.


275
Madison Avenue, 27th Floor


New
York, New York 10016


 


Re: Initial
Public Offering


 


Gentlemen:


 


This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between Arowana Inc., a Cayman Islands Company (the “Company”), and EarlyBirdCapital,
Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule I thereto
(the “Underwriters”), relating to an underwritten initial public offering (the “IPO”)
of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par
value $0.0001 per share (the “Ordinary Shares”), one right (“Right”) to receive
one-tenth of one Ordinary Share upon consummation of the Company’s initial Business Combination, and one warrant, each warrant
exercisable for one half of one Ordinary Share (“Warrant”) upon consummation of the Company’s
initial Business Combination. Certain capitalized terms used herein are defined in paragraph 15 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Company as follows:


 


1.    If the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all Ordinary
Shares beneficially owned by him, whether acquired before, in or after the IPO, in favor of such Business
Combination.


 


2.   
(a)     In the event that the Company fails to consummate a Business Combination within the required
time period set forth in the Company’s Memorandum and Articles of Association as the same may be amended from time to
time, the undersigned shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and distributed to the
holders of IPO Shares and (ii) cause the Company to liquidate as soon as reasonably practicable.


 



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(b)     The
undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund
and any remaining net assets of the Company as a result of such liquidation with respect to any Insider Shares or Private Units
beneficially owned by the undersigned (“Claim”) and hereby waives any Claim the undersigned may have
in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against
the Trust Fund for any reason whatsoever. The undersigned acknowledges and agrees that there will be no distribution from the
Trust Fund with respect to any Rights or Warrants, all of which will terminate on the Company’s liquidation.


 


(c)     [In
the event of the liquidation of the Trust Fund, the undersigned agrees to indemnify and hold harmless the Company against any
and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim
whatsoever) which the Company may become subject as a result of any claim by any vendor or other person who is owed money by the
Company for services rendered or products sold or contracted for, or by any target business, but only to the extent necessary
to ensure that such loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Fund; provided
that such indemnity shall not apply if such vendor or prospective target business executes an agreement waiving any claims
against the Trust Fund.]1


 


3.    The undersigned will escrow all of his/her/its Insider Shares pursuant to the terms of a Share Escrow Agreement which
the Company will enter into with the undersigned and an escrow agent acceptable to the Company.


 


4.    Intentionally Omitted.


 


5.    In order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to
present to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity
to acquire a target business, until the earlier of the consummation by the Company of a Business Combination or the
liquidation of the Company, subject to any pre-existing fiduciary and contractual obligations the undersigned might
have.


 


6.    The undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is
affiliated with any Insiders of the Company or their affiliates, such transaction must be approved by a majority of the
Company’s disinterested independent directors and the Company must obtain an opinion from an independent investment
banking firm that such Business Combination is fair to the Company’s unaffiliated shareholders from a financial point
of view.


 


 






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Kevin Chin Insider Letter Only


 






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7.     Neither the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled
to receive and will not accept any compensation or other cash payment for services rendered prior to, or in order to
effectuate, the consummation of the Business Combination; provided that the Company shall be allowed to (i) repay
working capital loans made by the undersigned to the Company in cash upon consummation of the Business Combination or, at the
undersigned’s discretion, with respect to up to an aggregate of $500,000 of working capital loans from all lenders, by
converting such loans into units at a price of $10.00 per unit, as more fully described in the Registration Statement, (ii)
pay $10,000 per month to Arowana International, an affiliate of the undersigned, for office space and related services and
(iii) reimburse the undersigned and any affiliate of the undersigned for their out-of-pocket expenses incurred in connection
with identifying, investigating and consummating a Business Combination.


 


8.    Neither the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled
to receive or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of
the undersigned or any affiliate of the undersigned originates a Business Combination.


 


9.    The undersigned agrees to be the [_________________] of the Company until the earlier of the consummation by the Company of a
Business Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished
to the Company and the Representative is true and accurate in all material respects, does not omit any material information
with respect to the undersigned’s biography. The undersigned’s FINRA Questionnaire previously furnished to the
Company and the Representative is true and accurate in all material respects. The undersigned represents and warrants
that:


 


		(a)	he
                                         has never had a petition under the federal bankruptcy laws or any state insolvency law
                                         been filed by or against (i) him or any partnership in which he was a general partner
                                         at or within two years before the time of filing; or (ii) any corporation or business
                                         association of which he was an executive officer at or within two years before the time
                                         of such filing;



 


		(b)	he
                                         has never had a receiver, fiscal agent or similar officer been appointed by a court for
                                         his business or property, or any such partnership;



 


		(c)	he
                                         has never been convicted of fraud in a civil or criminal proceeding;



 


		(d)	he/
                                         has never been convicted in a criminal proceeding or named the subject of a pending criminal
                                         proceeding (excluding traffic violations and minor offenses);



 


		(e)	he
                                         has never been the subject of any order, judgment or decree, not subsequently reversed,
                                         suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
                                         enjoining or otherwise limiting him from (i) acting as a futures commission merchant,
                                         introducing broker, commodity trading advisor, commodity pool operator, floor broker,
                                         leverage transaction merchant, any other person regulated by the Commodity Futures Trading
                                         Commission (“CFTC”) or an associated person of any of the foregoing, or as
                                         an investment adviser, underwriter, broker or dealer in securities, or as an affiliated
                                         person, director or employee of any investment company, bank, savings and loan association
                                         or insurance company, or from engaging in or continuing any conduct or practice in connection
                                         with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging
                                         in any activity in connection with the purchase or sale of any security or commodity
                                         or in connection with any violation of federal or state securities or federal commodities
                                         laws;



 






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		(f)	he
                                         has never been the subject of any order, judgment or decree, not subsequently reversed,
                                         suspended or vacated, of any federal or state authority barring, suspending or otherwise
                                         limiting for more than 60 days his right to engage in any activity described in 9(e)(i)
                                         above, or to be associated with persons engaged in any such activity;



 


		(g)	he
                                         has never been found by a court of competent jurisdiction in a civil action or by the
                                         SEC to have violated any federal or state securities law, where the judgment in such
                                         civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;



 


		(h)	he
                                         has never been found by a court of competent jurisdiction in a civil action or by the
                                         CFTC to have violated any federal commodities law, where the judgment in such civil action
                                         or finding by the CFTC has not been subsequently reversed, suspended or vacated;



 


		(i)	he
                                         has never been the subject of, or a party to, any Federal or State judicial or administrative
                                         order, judgment, decree or finding, not subsequently reversed, suspended or vacated,
                                         relating to an alleged violation of (i) any Federal or State securities or commodities
                                         law or regulation, (ii) any law or regulation respecting financial institutions or insurance
                                         companies including, but not limited to, a temporary or permanent injunction, order of
                                         disgorgement or restitution, civil money penalty or temporary or permanent cease-and
                                         desist order, or removal or prohibition order or (iii) any law or regulation prohibiting
                                         mail or wire fraud or fraud in connection with any business entity;



 


		(j)	he
                                         has never been the subject of, or party to, any sanction or order, not subsequently reversed,
                                         suspended or vacated, or any self-regulatory organization, any registered entity, or
                                         any equivalent exchange, association, entity or organization that has disciplinary authority
                                         over its members or persons associated with a member;



 


		(k)	he
                                         has never been convicted of any felony or misdemeanor: (i) in connection with the purchase
                                         or sale of any security; (ii) involving the making of any false filing with the SEC;
                                         or (iii) arising out of the conduct of the business of an underwriter, broker, dealer,
                                         municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;



 






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		(l)	he
                                         was never subject to a final order of a state securities commission (or an agency of
                                         officer of a state performing like functions); a state authority that supervises or examines
                                         banks, savings associations, or credit unions; a state insurance commission (or an agency
                                         or officer of a state performing like functions); an appropriate federal banking agency;
                                         the Commodity Futures Trading Commission; or the National Credit Union Administration
                                         that is based on a violation of any law or regulation that prohibits fraudulent, manipulative,
                                         or deceptive conduct;
	 	 	 
		(m)	he
                                         has never been subject to any order, judgment or decree of any court of competent jurisdiction,
                                         that, at the time of such sale, restrained or enjoined him from engaging or continuing
                                         to engage in any conduct or practice: (i) in connection with the purchase or sale of
                                         any security; (ii) involving the making of any false filing with the SEC; or (iii) arising
                                         out of the conduct of the business of an underwriter, broker, dealer, municipal securities
                                         dealer, investment adviser or paid solicitor of purchasers of securities;



 


		(n)	he
                                         has never been subject to any order of the SEC that orders him to cease and desist from
                                         committing or causing a future violation of: (i) any scienter-based anti-fraud provision
                                         of the federal securities laws, including, but not limited to, Section 17(a)(1) of the
                                         Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section
                                         206(1) of the Advisers Act or any other rule or regulation thereunder; or (ii) Section
                                         5 of the Securities Act;



 


		(o)	he
                                         has never been named as an underwriter in any registration statement or Regulation A
                                         offering statement filed with the SEC that was the subject of a refusal order, stop order,
                                         or order suspending the Regulation A exemption, or is, currently, the subject of an investigation
                                         or proceeding to determine whether a stop order or suspension order should be issued;



 


		(p)	he
                                         has never been subject to a United States Postal Service false representation order,
                                         or is currently subject to a temporary restraining order or preliminary injunction with
                                         respect to conduct alleged by the United States Postal Service to constitute a scheme
                                         or device for obtaining money or property through the mail by means of false representations;



 


		(q)	he
                                         is not subject to a final order of a state securities commission (or an agency of officer
                                         of a state performing like functions); a state authority that supervises or examines
                                         banks, savings associations, or credit unions; a state insurance commission (or an agency
                                         or officer of a state performing like functions); an appropriate federal banking agency;
                                         the Commodity Futures Trading Commission; or the National Credit Union Administration
                                         that bars the undersigned from: (i) association with an entity regulated by such commission,
                                         authority, agency or officer; (ii) engaging in the business of securities, insurance
                                         or banking; or (iii) engaging in savings association or credit union activities;



 






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		(r)	he
                                         is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of
                                         the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e)
                                         or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”) that:
                                         (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal
                                         securities dealer or investment adviser; (ii) places limitations on the activities, functions
                                         or operations of, or imposes civil money penalties on, such person; or (iii) bars the
                                         undersigned from being associated with any entity or from participating in the offering
                                         of any penny stock; and



 


		(s)	he
                                         has never been suspended or expelled from membership in, or suspended or barred from
                                         association with a member of, a securities self-regulatory organization (e.g., a registered
                                         national securities exchange or a registered national or affiliated securities association)
                                         for any act or omission to act constituting conduct inconsistent with just and equitable
                                         principles of trade.



 


10.  The undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter
agreement and to serve as [________________] of the Company.


 


11.  The undersigned hereby waives his right to exercise conversion rights with respect to any shares of the Ordinary Shares owned
or to be owned by the undersigned, directly or indirectly, whether purchased by the undersigned prior to the IPO, in the IPO
or in the aftermarket, and agrees that he will not seek conversion with respect to or otherwise sell, such shares in
connection with any vote to approve a Business Combination with respect thereto.


 


12.  The undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Memorandum and
Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of
a Business Combination.


 


13.  [In the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are
insufficient to complete such liquidation, the undersigned agrees to advance such funds necessary to complete such
liquidation and agrees not to seek repayment for such expenses.]2


 


14.  This letter agreement shall be governed by and construed and enforced in accordance with 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 undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating
in any way to this letter agreement (a “Proceeding”) shall be brought and enforced in the courts of
the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and that such
courts represent an inconvenient forum and (iii) irrevocably agrees to appoint Graubard Miller as agent for the service of
process in the State of New York to receive, for the undersigned and on his behalf, service of process in any
Proceeding.


 





 






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Kevin Chin Insider Letter Only


 






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15. 
As used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset
acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more
businesses or entities; (ii) “Insiders” shall mean all officers, directors and shareholders of the
Company immediately prior to the IPO; (iii) “Insider Shares” shall mean all of the Ordinary Shares
of the Company acquired by an Insider prior to the IPO; (iv) “IPO Shares” shall mean the Ordinary
Shares issued in the Company’s IPO; (v) “Private Units” shall mean (x) the Units purchased in
the private placement taking place simultaneously with the consummation of the Company’s IPO and (y) the additional
Units that will be purchased in a private placement upon the full or partial exercise of the underwriter’s
over-allotment option for the Company’s IPO; (vi) “Memorandum and Articles of Association”
shall mean the Company’s memorandum and articles of association, as the same may be amended and/or restated from time
to time; (vii) “Registration Statement” means the registration statement on Form S-1 filed by the
Company with respect to the IPO; and (viii) “Trust Fund” shall mean the trust fund into which a
portion of the net proceeds of the Company’s IPO will be deposited.


 


16.
 Any notice, consent or request to be given in connection with any of the terms or provisions of this letter agreement
shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return
receipt requested), by hand delivery or facsimile transmission.


 


17.
 No party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the
prior written consent of the other party. Any purported assignment in violation of this paragraph shall be void and
ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This letter
agreement shall be binding on the parties hereto and any successors and assigns thereof.


 


18.
 The undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements,
representations and warranties set forth herein in proceeding with the IPO.


 





	 	
	 	Print Name of Insider
	 	 
	 	 
	 	
	 	Signature 







 


 


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