EXHIBIT 10.4.1
Amendment to WARRANT SUBSCRIPTION AGREEMENT
AMENDMENT dated as of August 14,2012 (this “Amendment”), between Australia Acquisition Corp., a Cayman Islands corporation (the“Company”), and the parties whose names appear on the signature page hereto (the“Subscribers”).
WITNESSETH
WHEREAS, the Subscribers previously entered into the Warrant Subscription Agreement, dated as of November 15, 2010 (the“Subscription Agreement”; capitalized terms used without definition herein shall have the meanings assigned to them in the Subscription Agreement), pursuant to which such affiliates of the Subscribers purchased the Warrants;
WHEREAS, the Subscribers are in the process of transferring their warrants to their affiliated corporate or trust entities, such transfers expected to become effective during August 2012, as described onSchedule A attached hereto, with the current warrant ownership of the Subscribers reflected on the Subscribers’ signature page hereto and the expected warrant ownership of their transferees reflected on the transferees’ signature page hereto;
WHEREAS, Section 8.1 of the Subscription Agreement provided that the Warrants shall be terminated upon the dissolution of the Company in the event that the Company does not consummate a Business Transaction within 21 months from the consummation of the IPO; and
WHEREAS, the parties wish to amend Section 8.1 of the Subscription Agreement to reflect a three-month extension of the deadline for consummation of the Business Transaction, to provide that the Warrants shall instead be terminated upon the dissolution of the Company in the event that the Company does not consummate a Business Transaction within 24 months from the consummation of the IPO.
NOW, THEREFORE, for and in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
1. Amendments.
a. Address for Notices. The Company’s address for notices, as set forth in the preamble to the Subscription Agreement, is hereby changed to Level 9 Podium, 530 Collins Street, facsimile +61 3 9012 7475.
b. Extension. Section 8.1 of the Subscription Agreement is hereby amended and restated in its entirety so as to read as follows:
“8.1. Failure to Consummate Business Transaction. The Warrants shall be terminated upon the dissolution of the Company in the event that the Company does not consummate a Business Transaction within 24 months from the consummation of the IPO.”
2. Full Force and Effect. Except as expressly amended hereby, each provision of the Subscription Agreement shall remain in full force and effect.
3. Miscellaneous.
a. Governing Law. This Amendment shall for all purposes be deemed to be made under and shall be governed by and construed in accordance with the laws of the State of New York.
b. Headings. The headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning or interpretation thereof.
c. Counterparts. This Amendment may be executed in several counterparts, each one of which shall constitute an original and together shall constitute one instrument. If any signature hereto is delivered by facsimile transmission or by e-mail delivery of a “.PDF” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.PDF” signature page were an original thereof.
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In WITNESSWhereof, the parties have caused this Amendment to Warrant Subscription Agreement to be executed and delivered as of the date first above written.
| AUSTRALIA ACQUISITION CORP. | |||
| By: | /s/ Peter Ziegler | ||
| Name: Peter Ziegler | |||
| Title: Chairman and Chief Executive Officer | |||
| SUBSCRIBERS: | |||
| ZIEGLER ASSET PARTNERS TRUST | |||
| By:. | /s/ Peter Ziegler | /s/ Charbel Nader | |
| Name: Peter Ziegler | Charbel Nader | ||
| Title: Authorized Signatory | No. of Warrants: 300,000 | ||
| No. of Warrants: 6,940,000 | |||
| /s/ E. Stephen Streeter | /s/ Brett Chenoweth | ||
| E. Stephen Streeter | Brett Chenoweth | ||
| No. of Warrants: 300,000 | No. of Warrants: 300,000 | ||
| /s/ Ian Zimmer | /s/ Peter O’Brien | ||
| Ian Zimmer | Peter O’Brien | ||
| No. of Warrants: 80,000 | No. of Warrants: 80,000 | ||
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In WITNESSWhereof, the future transferees have caused this Amendment to Warrant Subscription Agreement to be executed and delivered as of the date first above written.
| EXPECTED TRANSFEREE SUBSCRIBERS: | ||||
ZIEGLER ASSET PARTNERS Pty. ltd., as Trustee for the Ziegler Asset Partners Trust | The Drummond Trust | |||
| By: | /s/ Peter Ziegler | By: | /s/ Salam Nader | |
| Name: Peter Ziegler | Name: Salam Nader | |||
| Title: Director | Title: Trustee | |||
| No. of Warrants: 6,940,000 | No. of Warrants: 300,000 | |||
| THE EDWARD STEPHEN STREETER AND DANA STREETER AB LIVING TRUST | BREBEC PTY. LIMITED, as Trustee for the Chenoweth Family Trust | |||
| By: | /s/ E. Stephen Streeter | By: | /s/ Brett Chenoweth | |
| Name: E. Stephen Streeter | Name: Brett Chenoweth | |||
| Title: Trustee | Title: | |||
| No. of Warrants: 300,000 | No. of Warrants: 300,000 | |||
| THELMA INVESTMENTS PTY. LTD. , | PARKTHORN NO. 2 PTY. LTD., | |||
| as Trustee for Thelma Investments Trust | ||||
| By: | /s/ Ian Zimmer | By: | /s/ Peter O’Brien | |
| Name: Ian Zimmer | Name: Peter O’Brien | |||
| Title: | Title: Managing Director | |||
| No. of Warrants: 80,000 | No. of Warrants: 80,000 | |||
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Schedule A
| Original Subscriber | Transferee | Number of Warrants | ||
| Peter Ziegler | Ziegler Asset Partners Pty. Ltd. (as Trustee of the Ziegler Asset Partners Trust) | 6,940,000 | ||
| Charbel Nader | The Drummond Trust | 300,000 | ||
| E. Stephen Streeter | The Edward Stephen Streeter and Dana Streeter AB Living Trust | 300,000 | ||
| Brett Chenoweth | Brebec Pty. Limited as trustee for the Chenoweth Family Trust | 300,000 | ||
| Ian Zimmer | Thelma Investments Pty. Ltd. as trustee for Thelma Investments Trust | 80,000 | ||
| Peter O’Brien | Parkthorn No 2 Pty. Ltd. | 80,000 |
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