Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made as of _________, 2014
by and between Arowana Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).


 


WHEREAS, the Company’s registration statement
on Form S-1, No. 333-_____ (“Registration Statement”) for its initial public offering of securities (“IPO”)
has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange Commission (capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement); and


 


WHEREAS, EarlyBirdCapital, Inc. (“EBC”)
is acting as the representative of the underwriters in the IPO; and


 


WHEREAS, simultaneously with the IPO, the Company’s
initial shareholders (the “Private Purchasers”) will be purchasing an aggregate of 395,000 units (“Initial Private
Units”) from the Company for an aggregate purchase price of $3,950,000; and


 


WHEREAS, in the event EBC exercises its over-allotment
option in full or in part, the Private Purchasers will purchase up to an aggregate of an additional 45,000 units (“Over-Allotment
Private Units,” together with the Initial Private Units, the “Private Units”) for an aggregate purchase price
of up to $450,000; and


 


WHEREAS, as described in the Registration Statement,
and in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, $61,200,000 of the gross
proceeds of the IPO and sale of the Private Units ($70,380,000 if the underwriters’ over-allotment option is exercised in
full) will be delivered to the Trustee to be deposited and held in a trust account for the benefit of the Company and the holders
of the Company’s ordinary shares, par value $.0001 per share (“Ordinary Shares”), issued in the IPO as hereinafter
provided (the amount to be delivered to the Trustee will be referred to herein as the “Property”; the shareholders
for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,” and the Public
Shareholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property;


 


IT IS AGREED:


 


1.     Agreements and Covenants of Trustee. The Trustee hereby
agrees and covenants to:


 


(a)Hold the Property in trust for the Beneficiaries in accordance
with the terms of this Agreement in a segregated trust account (“Trust Account”) established by the Trustee at JP Morgan
Chase Bank, N. A. and at a brokerage institution selected by the Trustee that is satisfactory to the Company;


 



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(b)Manage, supervise and administer the Trust Account subject
to the terms and conditions set forth herein;


 


(c)In a timely manner, upon the instruction of the Company,
invest and reinvest the Property (i) in United States government treasury bills, notes or bonds having a maturity of 180 days or
less and/or (ii) in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act
of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company;


 


(d)Collect and receive, when due, all principal and income
arising from the Property, which shall become part of the “Property,” as such term is used herein;


 


(e)Notify the Company and EBC of all communications received
by it with respect to any Property requiring action by the Company;


 


(f)Supply any necessary information or documents as may
be requested by the Company in connection with the Company’s preparation of its tax returns;


 


(g)Participate in any plan or proceeding for protecting
or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h)Render to the Company monthly written statements of the
activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account; and


 


(i)Commence liquidation of the Trust Account only after
and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form
substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its Chief Executive
Officer or Chairman of the Board and Secretary or Assistant Secretary, affirmed by counsel for the Company and, in the case of
a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by EBC, and
complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination
Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been
received by the time period set forth in the Company’s Amended and Restated Memorandum and Articles of Association, as the
same may be amended from time to time (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures
set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the Last Date.
The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.


 


(j)Distribute upon receipt of an Amendment
Notification Letter (defined below), to Public Shareholders who exercised their conversion rights in connection with an Amendment
(defined below) an amount equal to the pro rata share of the Property relating to the Ordinary Shares for which such Public Shareholders
have exercised conversion rights in connection with such Amendment.


 



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2.     Limited Distributions of Income from Trust Account.


 


(a)Upon written request from the Company, which may be given
from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall distribute to the Company
the amount of interest income earned on the Trust Account requested by the Company to cover any income or other tax obligation
owed by the Company.


 


(b)Upon written request from the Company, which may be given
from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute to the Company
the amount of interest income earned on the Trust Account requested by the Company to cover expenses related to investigating and
selecting a target business and other working capital requirements; provided, however, that the Company will not be allowed to
withdraw interest income earned on the Trust Account unless there is an amount of
interest income available in the Trust Account sufficient to pay the Company’s tax obligations on such interest income or
otherwise then due at that time.


 


(c)The limited distributions referred to in
Sections 2(a) and 2(b) above shall be made only from income collected on the Property. Except as provided in Section 2(a), and
2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) and 1(j) hereof.


 


(d)The Company shall provide EBC with a copy of any Termination
Letters and/or any other correspondence that it issues to the Trustee with respect to any proposed withdrawal from the Trust Account
promptly after such issuance.


 


3.     Agreements and Covenants of the Company. The Company
hereby agrees and covenants to:


 


(a)Give all instructions to the Trustee hereunder in writing,
signed by the Company’s Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer, President or Chief Financial
Officer. In addition, except with respect to its duties under paragraphs 1(i), 1(j), 2(a) and 2(b) above, the Trustee shall be
entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith
believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly
confirm such instructions in writing;


 


(b)Subject to the provisions of Sections 5 and 7(g) of this
Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel
fees and disbursements, or loss suffered by the Trustee in connection with any claim, potential claim, action, suit or other proceeding
brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises out of or relates
to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property,
except for expenses and losses resulting from the Trustee’s gross negligence or willful misconduct. Promptly after the receipt
by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee
intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred
to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified
Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent
shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent
of the Company, which consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 



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(c)Pay the Trustee an initial acceptance fee, an annual
fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth on Schedule A hereto,
which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall
not be used to pay such fees and further agreed that any fees owed to the Trustee shall be deducted by the Trustee from the disbursements
made to the Company pursuant to Sections 1(i) solely in connection with the consummation of a Business Combination, or pursuant
to Section 2(b). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of
the IPO and thereafter on the anniversary of the Effective Date;


 


(d)In connection with any vote of the Company’s shareholders
regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business
of soliciting proxies and/or tabulating shareholder votes verifying the vote of the Company’s shareholders regarding such
Business Combination; and


 


(e)In the event that the Company directs the Trustee to
commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that it will not direct the Trustee to make
any payments that are not specifically authorized by this Agreement.


 


(f)If the Company seeks to amend any provisions of its amended
and restated memorandum and articles of association relating to shareholders’ rights or pre-Business Combination activity
(including the time within which the Company has to complete a Business Combination) (in each case, an “Amendment”),
the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit E providing
instructions for the distribution of funds to Public Shareholders who exercise their conversion option in connection with such
Amendment.


 


4.     Limitations of Liability. The Trustee shall have no
responsibility or liability to:


 


(a)Take any action with respect to the Property, other than
as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability to any party except for liability arising out
of its own gross negligence or willful misconduct;


 



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(b)Institute any proceeding for the collection of any principal
and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless
and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced
or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c)Change the investment of any Property, other than in
compliance with paragraph 1(c);


 


(d)Refund any depreciation in principal of any Property;


 


(e)Assume that the authority of any person designated by
the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the
Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)The other parties hereto or to anyone else for any action
taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best
judgment, except for its gross negligence or willful misconduct. The Trustee 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 Trustee), 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 Trustee, in good faith,
to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand,
or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written
instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected,
unless it shall give its prior written consent thereto;


 


(g)Verify the correctness of the information set forth in
the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken by it is
as contemplated by the Registration Statement; and


 


(h)File local, state and/or Federal tax returns or information
returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if
any, payable by the Company or the Trust Account, relating to the income earned on the Property.


 


(i)Pay any taxes on behalf of the Trust Account (it being
expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the
Company from funds not held in the Trust Account or released to it under Section 2(a) hereof).


 



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(j)Imply obligations, perform duties, inquire
or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set
forth herein.


 


(k)Verify calculations, qualify or otherwise approve Company
requests for distributions pursuant to Section 1(i), 1(j), 2(a) or 2(b) above.


 


5.     Trust Account Waiver. The Trustee has no right of set-off
or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby
irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the
Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 3(b) or Section 3(c)
hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against
the Property or any monies in the Trust Account


 


6.     Termination. This Agreement
shall terminate as follows:


 


(a)If the Trustee gives written notice to the Company that
it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee during which
time the Trustee shall act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor
trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer
the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports
and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that, in the event that
the Company does not locate a successor trustee within ninety days of receipt of the resignation notice from the Trustee, the Trustee
may submit an application to have the Property deposited with any court in the State of New York or with the United States District
Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)At such time that the Trustee has completed the liquidation
of the Trust Account in accordance with the provisions of paragraph 1(i) hereof, and distributed the Property in accordance with
the provisions of the Termination Letter, this Agreement shall terminate except with respect to Paragraph 3(b).


 


7.     Miscellaneous.


 


(a)The Company and the Trustee each acknowledge that the
Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company
and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons.
Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to
such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee will rely upon all information
supplied to it by the Company, including account names, account numbers and all other identifying information relating to a beneficiary,
beneficiary’s bank or intermediary bank. The Trustee shall not be liable for any loss, liability or expense resulting from
any error in the information or transmission of the wire.


 



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(b)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.


 


(c)This Agreement contains the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof. Except for Section 1(i) (which may not be amended under any circumstances),
this Agreement or any provision hereof may only be changed, amended or modified by a writing signed by each of the parties hereto;
provided, however, that no such change, amendment or modification may be made without the prior written consent of EBC. As to any
claim, cross-claim or counterclaim in any way relating to this Agreement, each party waives the right to trial by jury. The Trustee
may require from Company counsel an opinion as to the propriety of any proposed amendment.


 


(d)The parties hereto consent to the jurisdiction and venue
of any state or federal court located in the City of New York, Borough of Manhattan, for purposes of resolving any disputes hereunder.


 



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(e)Any notice, consent or request to be given in connection
with any of the terms or provisions of this 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 by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer


& Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven G. Nelson, Chairman, and Frank
A. DiPaolo, CFO


Fax No.: (212) 509-5150


 


if to the Company, to:


 





Arowana Inc.


Level 11, 153 Walker Street


North Sydney, NSW 2060


Australia


Attn: Chief Executive Officer


Fax No.: [___________]


 


in either case with a copy to:


 


EarlyBirdCapital, Inc.


275 Madison Avenue, 27th Floor


New York, New York 10016


Attn: Steven Levine, Chief Executive Officer


Fax No.: (212) 661-4936


 


and


 


Graubard Miller


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq. and Jeffrey M. Gallant, Esq.


Fax
No.: (212) 818-8881


 


(f)This Agreement may not be assigned by the Trustee without
the prior consent of the Company.


 


(g)Each of the Trustee and the Company hereby represents
that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations
as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account,
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event that
the Trustee has a claim against the Company under this Agreement, the Trustee will pursue such claim solely against the Company
and not against the Property held in the Trust Account.


 


(h)Each of the Company and the Trustee hereby acknowledge
that EBC is a third party beneficiary of this Agreement.


 


[Signature Page Follows]


 



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IN WITNESS WHEREOF, the parties have duly executed this Investment
Management Trust Agreement as of the date first written above.


 


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









 






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SCHEDULE A





 


	Fee Item	 	Time and method of payment	 	Amount	 
	 	 	 	 	 	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	1,000	 
	 	 	 	 	 	 	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	_____	 
	 	 	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Section 2	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	 	$	_____	 
	 	 	 	 	 	 	 
	Paying Agent services as required pursuant to section 1(i)	 	Billed to Company upon delivery of service pursuant to section 1(i)			Prevailing
rates 
	



 


 


 



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EXHIBIT A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer


   & Trust Company


17
Battery Place


New
York, New York 10004


Attn:
Steven Nelson and Frank DiPaolo


 


	 	Re:	Trust Account No.                              - Termination Letter




 


Gentlemen:


 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Arowana Inc. (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of __________, 2014 (“Trust Agreement”), this is to
advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target
Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert
date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination
(“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in
the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________
and to transfer the proceeds to the above-referenced account at [JP Morgan Chase Bank] to the effect that, on the Consummation
Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting
distribution, the Company will not earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been
consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies
the vote of the Company’s shareholders in connection with the Business Combination if a vote is held and (b) joint written
instructions from it and EarlyBirdCapital, Inc. with respect to the transfer of the funds held in the Trust Account (“Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt
of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain
deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company
of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after
the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof,
the Trust Agreement shall be terminated.


 



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In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have
not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the
business day immediately following the Consummation Date as set forth in the notice.


 


	 	Very truly yours,
	 	 	 
	 	AROWANA INC.
	 	 	 
	 	By:	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	 



 


	AGREED TO AND ACKNOWLEDGED BY



	 	 
	EARLYBIRDCAPITAL, INC.



	 	 	 
	By:	 	 



 



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EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer


   & Trust Company


17
Battery Place


New
York, New York 10004


Attn:
Steven Nelson and Frank DiPaolo


 


	 	Re:	Trust
    Account No. [insert no.] - Termination Letter




 


Gentlemen:


 


Pursuant to paragraph
1(i) of the Investment Management Trust Agreement between Arowana Inc. (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of _________, 2014 (“Trust Agreement”), this
is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame
specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s
prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth
in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________
and to transfer the total proceeds to the Trust Checking Account at [JP Morgan Chase Bank] to await distribution to the Public
Shareholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Shareholders
entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company
on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your
separate capacity as Paying Agent, to distribute said funds directly to the Public Shareholders in accordance with the terms of
the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of
all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 	 
	 	AROWANA INC.
	 	 	 
	 	By:	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	 




 


cc: EarlyBirdCapital, Inc.


 



    	13



    	 



    

 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer


   & Trust Company


17
Battery Place


New
York, New York 10004


Attn:
Frank Di Paolo and Cynthia Jordan


 


	 	Re:	Trust
    Account No. [insert no.]




 


Gentlemen:


 


Pursuant to paragraph
2(a) of the Investment Management Trust Agreement between Arowana Inc. (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of __________, 2014 (“Trust Agreement”), the
Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date
hereof. The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you
are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the
Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	AROWANA INC.
	 	 	 
	 	By:	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	 






 


cc: EarlyBirdCapital, Inc.


 



    	14



    	 



    




EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer


   & Trust Company


17
Battery Place


New
York, New York 10004


Attn:
Frank Di Paolo and Cynthia Jordan


 


	 	Re:	Trust
    Account No. [insert no.]




 


Gentlemen:


 


Pursuant to paragraph
2(b) of the Investment Management Trust Agreement between Arowana Inc. (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of __________, 2014 (“Trust Agreement”), the
Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof.
The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other working
capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via
wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


		Very
truly yours,


	 	 
	 	AROWANA INC.
	 	 	 
	 	By:	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	 






cc: EarlyBirdCapital, Inc.


 



    	15



    	 



    




EXHIBIT
E


[Letterhead
of Company]


 


[Insert
date]


Continental
Stock Transfer


   & Trust Company


17
Battery Place


New
York, New York 10004


Attn:
Steven Nelson and Frank DiPaolo


 


	 	Re:	Trust
    Account No. [________] - Termination Letter




 


Gentlemen:


 


Reference is made
to the Investment Management Trust Agreement between Arowana Inc. (“Company”) and Continental Stock Transfer &
Trust Company, dated as of _______, 2014 (“Trust Agreement”). Capitalized words used herein and not otherwise defined
shall have the meanings ascribed to them in the Trust Agreement.


 


Pursuant to Section
1(j) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the
terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account on [ ] and to transfer $_____ of the proceeds
of the Trust to the checking account at [ ] for distribution to the shareholders that have requested conversion of their shares
in connection with such Amendment. The remaining funds shall be reinvested by you as previously instructed.


 


	 	Very truly yours,
	 	 	 
	 	AROWANA INC.
	 	 	 
	 	By:	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	 




 


cc: EarlyBirdCapital, Inc.


 


16