Exhibit 10.7


 


_______
__, 2014


 


Gentlemen:


 


Arowana
Inc. (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities
(a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities
Act”), in connection with its initial public offering (“IPO”).


 


The
undersigned hereby commits to purchase an aggregate of ___ units of the Corporation (“Initial Units”), each Initial
Unit consisting of one ordinary share, par value $0.0001 per share, of the Corporation (“Ordinary Shares”), one right
(“Right”) each entitling the holder to receive 1/10 of an Ordinary Share on consummation of a Business Combination,
and one warrant to purchase one-half of one Ordinary Share, at $10.00 per Private Unit, for an aggregate purchase price of $______
(the “Initial Purchase Price”). Additionally, if the underwriters in the IPO exercise their over-allotment option
in full or part, the undersigned further commits to purchase up to an additional ______ Units (“Additional Units”
and together with the Initial Units, the “Private Units”) at $10.00 per Additional Unit for an aggregate purchase
price of up to $_____ (the “Over-Allotment Purchase Price” and together with the Initial Purchase Price, the “Purchase
Price”). Simultaneously with the execution of this agreement, the undersigned will cause the Purchase Price to be delivered
to Graubard Miller (“GM”), counsel for the Corporation, by wire transfer as set forth in the instructions attached
as Exhibit A to hold in an interest bearing account until the Corporation consummates the IPO, together with an originally executed
Form W-9 or W-8BEN (or other similar applicable form).  The undersigned acknowledges and agrees that if the underwriters
in the IPO determine based on market conditions at that time that additional Private Units must be purchased in order to consummate
the IPO, the undersigned will purchase a proportionate number of additional Private Units, pro rata with the other holders of
Private Units. If additional purchases are necessary, the undersigned agrees that it will deliver the purchase price for such
additional Private Units to GM as promptly as is reasonably practicable following written notice from the Corporation of such
decision. In the event that the undersigned breaches the purchase obligations set forth above to purchase the Private Units and
does not purchase all or any portion of such additional Private Units, the other purchasers of the Private Units will have the
ability, but not the obligation, to satisfy the undersigned’s purchase obligation (and if they do, then the undersigned
will sell, at the original cost, the Insider Shares (defined below) held by the undersigned to the other purchasers of Private
Units who satisfy the undersigned’s purchase obligation and shall thereupon have no further liability or obligation in relation
to such breach).


 






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The
consummation of the purchase and issuance of the Initial Units and Additional Units (if any) shall occur simultaneously with the
consummation of the IPO and over-allotment option, respectively. Simultaneously with the consummation of the IPO, GM shall (i)
deposit the Initial Purchase Price, without interest or deduction, into the trust fund (“Trust Fund”) established
by the Corporation for the benefit of the Corporation’s public stockholders as described in the Corporation’s registration
statement filed in connection with the IPO (“Registration Statement”) and (ii) deliver all interest earned on the
Initial Purchase Price to the undersigned. Simultaneously with the consummation of all or any part of the over-allotment option,
GM shall (i) deposit the pro-rata portion of the Over-Allotment Purchase Price, based upon the amount of the over-allotment option
that has been exercised, without interest or deduction, into the Trust Fund and (ii) deliver all interest then earned on the Over-Allotment
Purchase Price to the undersigned. Upon expiration of the over-allotment option, GM shall return any unused portion of the Over-Allotment
Purchase Price to the undersigned, together with any remaining interest earned on the Over-Allotment Purchase Price. If the Corporation
does not complete the IPO within six (6) months from the date of this letter (subject to a six (6) month extension at the Corporation’s
option in its sole discretion), the Purchase Price (plus interest earned thereon) will be returned to the undersigned.


 


Each
of the Corporation and the undersigned acknowledges and agrees that GM is serving hereunder solely as a convenience to the parties
to facilitate the purchase of the Private Units and GM’s sole obligation under this letter agreement is to act with respect
to holding and disbursing the Purchase Price for the Private Units as described above. GM shall not be liable to the Corporation
or the undersigned or any other person or entity in respect of any act or failure to act hereunder or otherwise in connection
with performing its services hereunder unless GM has acted in a manner constituting gross negligence or willful misconduct. The
Corporation shall indemnify GM against any claim made against it (including reasonable attorney’s fees) by reason of it
acting or failing to act in connection with this letter agreement except as a result of its gross negligence or willful misconduct.
GM may rely and shall be protected in acting or refraining from acting upon any written notice, instruction or request furnished
to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties.


 


In
consideration of the above purchase obligations, Kevin Chin or an affiliate of his (the “Transferor”) hereby agrees
to transfer to the undersigned an aggregate of _____ Ordinary Shares (“Insider Shares”) of the Corporation at approximately
$___ per Insider Share, for an aggregate purchase price of $___, which amount is being delivered to the Transferor simultaneously
with the execution of this letter. The undersigned acknowledges and agrees that if the underwriters in the IPO determine the size
of the offering should be increased or decreased, the undersigned will either receive a dividend on the Insider Shares transferred
hereunder or contribute a portion of the Insider Shares back to capital, as applicable, in order to maintain the aggregate ownership
of the Corporation’s initial stockholders at a certain percentage of the number of shares to be sold in the IPO. Any increase
or decrease will affect all holders of Insider Shares on a pro-rata basis.


 






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The
Insider Shares will be identical to the Ordinary Shares included in the units to be sold by the Corporation in the IPO, and the
Private Units will be identical to the units to be sold by the Corporation in the IPO, except that:


 


		●	the
                                         undersigned agrees to vote the Insider Shares and Ordinary Shares included in the Private
                                         Units in favor of any proposed Business Combination;



 


		●	the
                                         undersigned agrees not to seek conversion rights, or seek to sell such shares in any
                                         tender offer, with respect to any Insider Shares and Ordinary Shares included in the
                                         Private Units;



 


		●	the
                                         Insider Shares will be placed in escrow, subject to the terms of an escrow agreement
                                         reasonably acceptable to the undersigned, and will not be released (subject to certain
                                         exceptions) until one year after the completion of a Business Combination, and may only
                                         be transferred during this time period (i) among the initial purchasers of the Insider
                                         Shares, to the Corporation’s officers, directors and employees, to a holder’s
                                         affiliates, or to its members upon its liquidation, (ii) to relatives and trusts for
                                         estate planning purposes, (iii) by virtue of the laws of descent and distribution upon
                                         death, (iv) pursuant to a qualified domestic relations order, (v) by private sales made
                                         in connection with the consummation of a Business Combination at prices no greater than
                                         the price at which the Insider Shares were originally purchased or (vi) to the Corporation
                                         for cancellation in connection with the consummation of a Business Combination, in each
                                         case (except for clause (vi)) where the transferee agrees to the terms of the escrow
                                         agreement;



 


		●	the
                                         Private Units and underlying securities will not be transferable (except (i) among the
                                         initial purchasers of the Insider Shares, to the Corporation’s officers, directors
                                         and employees, to a holder’s affiliates, or to its members upon its liquidation,
                                         (ii) to relatives and trusts for estate planning purposes, (iii) by virtue of the laws
                                         of descent and distribution upon death, (iv) pursuant to a qualified domestic relations
                                         order, (v) by private sales made in connection with the consummation of a Business Combination
                                         at prices no greater than the price at which the Private Units were originally purchased
                                         or (vi) to the Corporation for cancellation in connection with the consummation of a
                                         Business Combination, in each case (except for clause vi) where the transferee agrees
                                         to the terms of the transfer restrictions until after the completion of a Business Combination;



 


		●	the
                                         Insider Shares and Private Units will be subject to customary registration rights, which
                                         shall be described in the Registration Statement;



 






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		●	the
                                         Undersigned will not participate in any liquidation distribution with respect to the
                                         Insider Shares or Private Units (but will participate in liquidation distributions with
                                         respect to any units or Ordinary Shares purchased by the Undersigned in the IPO or in
                                         the open market after the {PO) if the Corporation fails to consummate a Business Combination;
                                         and



 


		●	the
                                         Insider Shares and Private Units will include any additional terms or restrictions as
                                         is customary in other similarly structured blank check company offerings or as may be
                                         reasonably required by the underwriters in the IPO in order to consummate the IPO, each
                                         of which will be set forth in the Registration Statement.



 


The
undersigned further acknowledges and agrees that if, in order to consummate any Business Combination, the holders of Insider Shares
or Private Units are required to contribute back to the capital of the Corporation a portion of any such securities to be cancelled
by the Corporation, the Undersigned will contribute back to the capital of the Corporation a proportionate number of Insider Shares
or Private Units, as applicable, pro rata with the other holders of Insider Shares or Private Units, as applicable.


 


The
undersigned acknowledges and agrees that he will execute agreements in form and substance typical for transactions of this nature
necessary to effectuate the foregoing agreements and obligations prior to the consummation of the IPO as are reasonably acceptable
to the undersigned, including but not limited to (i) an insider letter, (ii) an escrow agreement and (iii) a registration rights
agreement.


 


The
undersigned hereby represents and warrants that, as applicable:


 


		(a)	he
                                         has been advised that the Insider Shares and Private Units have not been registered under
                                         the Securities Act;



 


		(b)	he
                                         is acquiring the Insider Shares and Private Units for his account for investment purposes
                                         only;



 


		(c)	he
                                         has no present intention of selling or otherwise disposing of the Insider Shares and
                                         Private Units in violation of the securities laws of the United States;



 


		(d)	he
                                         is an “accredited investor” as defined by Rule 501 of Regulation D promulgated
                                         under the Securities Act of 1933, as amended;



 


		(e)	he
                                         is not a “U.S. Person” (as defined in Regulation S under the U.S. Securities
                                         Act of 1933, as amended, which definition includes, but is not limited to, an individual
                                         resident in the United States, an estate or trust of which any executor or administrator
                                         or trustee, respectively, is a U.S. Person and any partner-ship or corporation organized
                                         or incorporated under the laws of the United States) and is not acquiring the Insider
                                         Shares or Private Units on behalf of, or for the account or benefit of, a person in the
                                         United States or a U.S. Person;



 






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		(f)	he
                                         has had both the opportunity to ask questions and receive answers from the officers and
                                         directors of the Corporation and all persons acting on its behalf concerning the terms
                                         and conditions of the offer made hereunder;



 


		(g)	he
                                         is familiar with the proposed business, management, financial condition and affairs of
                                         the Corporation;



 


		(h)	he
                                         has full power, authority and legal capacity to execute and deliver this letter and any
                                         documents contemplated herein or needed to consummate the transactions contemplated in
                                         this letter; and



 


		(i)	this
                                         letter constitutes his respective legal, valid and binding obligation, and is enforceable
                                         against him.



 





	 	Very truly yours,
	 	 
	 	 


 


	Accepted and Agreed:	 
	 	 
	Arowana Inc.	 
	 	 	 
	By:		 
	 	Name:	 
	 	Title:	 


 


	 	 
	Kevin Chin 	 
	 	 


 


	Graubard Miller	 
	(solely with respect to its obligations to hold	 
	and disburse monies for the Private Units)	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 




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Exhibit
A