Extension clause samples

Approval of the Extension Amendment, the amendment to the M&A and approval of the Extended Date are conditions to the implementation of the Extension. In addition, we will not proceed with the Extension if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Conversion.

The Company is proposing to amend its M&A to extend the date by which the Company has to consummate a business combination to the Extended Date. The approval of the Extension Amendment, the amendment to the M&A and the approval of the Extended Date is essential to the overall implementation of the board of directors’ plan to allow the Company more time to complete an initial business combination. Approval of the Extension Amendment, the amendment to the M&A and the approval of the Extended Date is a condition to the implementation of the Extension. A copy of the proposed resolutions to adopt the amendment to the M&A of the Company is attached to this proxy statement as Annex A.

Certificates that have not been tendered in accordance with these procedures prior to the vote for the Extension Amendment and the Extended Date will not be converted into a pro rata portion of the funds held in the trust account. In the event that a public shareholder tenders its shares and decides prior to the vote at the extraordinary general meeting that it does not want to convert its shares, the shareholder may withdraw the tender. If you delivered your shares for conversion to our transfer agent and decide prior to the vote at the extraordinary general meeting not to convert your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at address listed above. In the event that a public shareholder tenders shares and the Extension Amendment and the Extended Date are not approved or the Extension Amendment Proposal is abandoned, these shares will be redeemed in accordance with the terms of the M&A promptly following the meeting, as described elsewhere herein. The Company anticipates that a public shareholder who tenders shares for conversion in connection with the vote to approve the Extension Amendment and the Extended Date would receive payment of the conversion price for such shares soon after the implementation of the Extension. The transfer agent will hold the certificates of public shareholders that make the election until such shares are converted for cash or redeemed in connection with our winding up.

The board of directors believes that it is in the best interests of the stockholders to continue the Company’s existence until the Extended Date in order to allow the Company more time to complete an initial business combination and is therefore holding this special meeting. Q.What is being voted on? A. You are being asked to vote on ●a proposal to amend the Company’s charter to extend the date by which the Company has to consummate a business combination to the Extended Date; and ●a proposal to approve the early winding up of the Company and redemption of 100% of the outstanding public shares as herein if the Company’s board of directors determines at any time prior to the Extended Date that the Company will be unable to consummate an initial business combination by the Extended date. Approval of the Extension Amendment is a condition to the implementation of the Extension. If the Extension is implemented, the Company will remove the Withdrawal Amount from the trust account, deliver to the holders of converted public shares the pro rata portion of the Withdrawal Amount and retain the remainder of the funds in the trust account, plus the Deposits or Contributions, for the Company’s use in connection with consummating a business combination on or before the Extended Date.

If the Extension Amendment proposal and Early Termination Proposal are approved, the Company will file an amendment to the charter with the Secretary of State of the State of Delaware in the form of Annex A hereto to extend the time it has to complete a business combination until the Extended Date. The Company will then continue to attempt to consummate a business combination until the Extended Date or until the Company’s board of directors determines in its sole discretion that it will not be able to consummate an initial business combination by the Extended Date as described below and does not wish to seek an additional extension. The Company will remain a reporting company under the Securities Exchange Act of 1934 and its units, common stock and warrants will remain publicly traded during the extension period. The warrants will continue in existence in accordance with their terms.

On December 20, 2013 we completed a private offering of an aggregate of $775,000 in promissory notes. The notes bear interest at a rate of 2.0% and are due and payable on December 20, 2014, with certain provisions for extension. In addition to the notes, the Company issued to the holders five-year warrants to purchase 1,291,667 shares of the Company’s common stock for a purchase price of $0.45 per share.

(h) SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments.

Notice Date”) in each such twelve (12) month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date that is, unless the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the relevant L/C Issuer, not later than the Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall not permit any such extension if (A)the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of Section2.26(a)(ii)or otherwise), or (B)it has received notice (which may be by telephone or in writing) on or before the day that is seven (7)Business Days before the Non-extension Notice Date from the Administrative Agent, any Participating Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section4.03 is not then satisfied.

3.3Covenant to Deliver. Borrower agrees to deliver to Collateral Agent and the Lenders each item required to be delivered to Collateral Agent under this Agreement as a condition precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Collateral Agent or any Lender of any such item shall not constitute a waiver by Collateral Agent or any Lender of Borrower’s obligation to deliver such item, and any such Credit Extension in the absence of a required item shall be made in each Lender’s sole discretion.

The purpose of the Conversion Amendment is to afford holders of the public shares (the “public shareholders”) at the time of the IPO the right to receive their pro rata portion of the trust account within the timeframe contemplated at the time of our IPO, notwithstanding the Extension.Accordingly, CB Pharma is offering through the Conversion Amendment the ability for holders of public shares to participate in the Conversion, notwithstanding the Extension and regardless of whether the holder votes for or against the Extension Amendment.This is consistent with the disclosure contained in, and provided for in, the IPO prospectus. Approval of the Conversion Amendment is a condition to the implementation of the Extension. In order to convert your public shares, however, you must vote in favor of the Conversion Amendment. You are not required to convert your public shares even if you vote in favor of the Conversion Amendment. If any public shareholders so elect, CB Pharma anticipates notifying the trustee promptly after the extraordinary general meeting, which is scheduled for June 10, 2016, to liquidate the trust account in an amount equal to the total pro rata portion of the converted shares.Any conversion referred to herein shall take effect as a repurchase of shares as a matter of Cayman Islands law.

Furthermore, we are affording shareholders who are not in favor of the Extension the right to convert their public shares into a pro rata portion of the funds held in the trust account in connection with the Extension. This would allow shareholders that are not in favor of the Extension to receive their portion of the trust account when originally contemplated by our IPO prospectus.

Q. What vote is required to adopt the Extension Amendment, Conversion Amendment and Name Change Amendment? A.Approval of each of the Extension Amendment, Conversion Amendment and Name Change Amendment will require a special resolution under Cayman Islands law and our charter. A special resolution is a resolution passed by a majority of at least two-thirds of members who, being entitled to do so, vote at the extraordinary general meeting. Approval of the Conversion Amendment is a condition to the implementation of the Extension Amendment. Approval of the Name Change Amendment is not a condition to the implementation of the Extension. If either the Extension Amendment or the Conversion Amendment are not approved, the Name Change Amendment will not be put to a vote at the extraordinary general meeting.

Certificates that have not been tendered in accordance with these procedures prior to the vote for the Extension Amendment, Conversion Amendment and Name Change Amendment will not be converted into a pro rata portion of the funds held in the trust account. In the event that a public shareholder tenders its shares and decides prior to the vote at the extraordinary general meeting that it does not want to convert its shares, the shareholder may withdraw the tender. If you delivered your shares for conversion to our transfer agent and decide prior to the vote at the extraordinary general meeting not to convert your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at address listed above. In the event that a public shareholder tenders shares and the Extension Amendment, the Conversion Amendment and Name Change Amendment are not approved or are abandoned, these shares will not be converted and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that the Extension Amendment, the Conversion Amendment and the Name Change Amendment will not be approved or will be abandoned. The Company anticipates that a public shareholder who tenders shares for conversion in connection with the vote to approve the Extension Amendment, the Conversion Amendment and Name Change Amendment would receive payment of the conversion price for such shares soon after the completion of the Extension. The transfer agent will hold the certificates of public shareholders that make the election until such shares are converted for cash or returned to such shareholders.

The Company and the other parties to the Merger Agreement are working towards satisfaction of the conditions to completion of the business combination, including the necessary filings with the U.S. Securities and Exchange Commission related to the transaction, but have determined that there will not be sufficient time before January 29, 2020 to hold a special meeting to obtain stockholder approval of, and to consummate, the business combination. Accordingly, our Board believes that in order to be able to successfully complete the proposed business combination as contemplated by the Merger Agreement, it is appropriate to obtain the Extension. Our Board believes that the business combination opportunity is compelling and in the best interests of our stockholders. Therefore, our Board has determined that it is in the best interests of our stockholders to extend the date by which the Company must complete a business combination to the Extended Date.

All holders of the Company’s public shares, whether they vote “FOR” or “AGAINST” the Extension Amendment, or do not vote at all, will be permitted to redeem all or a portion of their public shares into their pro rata portion of the Trust Account, provided that the Extension is implemented. Approval of the Extension Amendment and the Trust Amendment are both a condition to the implementation of the Extension. In addition, we will not proceed with the Extension if the number of redemptions of our public shares causes us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment and Trust Amendment proposals.

Approval of the Extension Amendment and the Trust Amendment are both a condition to the implementation of the Extension. If the Extension Amendment or the Trust Amendment is not approved and we have not consummated a business combination by January 29, 2020, we will (i) cease all operations except for the purpose of winding up, (ii)as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders as stockholders of the Company (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and other requirements of applicable law.

In connection with tendering your shares for redemption, you must elect either to (x) physically tender your stock certificates to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York, 10004, Attn: Mark Zimkind, or (y) deliver your shares to the transfer agent electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) system, which election would likely be determined based on the manner in which you hold your shares. You must tender your shares in the manner described above prior to 5:00 p.m. Eastern daylight time on January [__], 2020 (two business days before the Special Meeting) in order to exercise your redemption rights in connection with the Extension. The requirement for physical or electronic delivery prior to the vote at the Special Meeting ensures that a redeeming holder’s election is irrevocable once the Extension Amendment and the Trust Amendment are approved. In furtherance of such irrevocable election, stockholders making the election will not be able to tender their shares after the vote at the Special Meeting. The Company will provide public stockholders with another opportunity to redeem their shares for cash in connection with the vote on any proposed business combination when and if one is submitted to stockholders.

Q. What happens to the Company’s warrants if the Extension Amendment proposal and Early Termination Proposal is approved? A. If the Extension Amendment proposal and Early Termination Proposal are approved, the Company will continue to attempt to consummate a business combination until the Extended Date or an earlier date if the Company’s board of directors determines in its sole discretion that it will not be able to consummate an initial business combination by the Extended Date and does not wish to seek an additional extension.The warrants will remain outstanding in accordance with their terms during any extension period.The warrants will still become exercisable commencing on the consummation of any business combination.

Holders of public shares may elect to convert their shares in connection with the Extension Amendment whether they vote for or against the Extension Amendment. Pursuant to our charter, shareholders have the right to convert their public shares into a pro rata portion of the funds held in the trust account in connection with the Extension. This allows shareholders that are not in favor of the Extension to receive their portion of the trust account currently contemplated by our charter.

On December 12, 2016, the Company held an annual general meeting of shareholders (the “Second Meeting”). At the Second Meeting, the shareholders approved the Second Extension. At the Second Meeting, shareholders holding 36,594 public shares exercised their right to convert such public shares into a pro rata portion of the trust account. Because the Second Extension was approved, the Current Management of the Company provided a loan to the Company of $0.10 for each public share that was not converted, for an aggregate amount of approximately $310,900, and deposited in the trust account.

The Company is proposing to amend its charter to extend the date by which the Company has to consummate a business combination to the Extended Date. The Extension Amendment is essential to the overall implementation of the board of directors’ plan to allow the Company more time to complete an initial business combination. Approval of the Extension Amendment is a condition to the implementation of the Extension. A copy of the proposed amendment to the charter of the Company is attached to this proxy statement as Annex A.

The holders of the insider shares, private placement shares, and representative shares are not entitled to convert such shares in connection with the Extension. On the record date, the 7,877,000 insider shares, private placement shares, and representative shares represented approximately 22.2% of the Company’s issued and outstanding common stock. Neither the Company’s directors or executive officers nor any of their respective affiliates beneficially owned any public shares as of the record date. However, they may choose to buy public shares in the open market and/or through negotiated private purchases after the date of this proxy statement. In the event that purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the Extension Amendment Proposal and/or elected to convert their shares. Any public shares so purchased will be voted in favor of the Extension Amendment Proposal and Adjournment Proposal, if presented. Q.What vote is required to adopt each proposal? A. Extension Amendment Proposal. Approval of the Extension Amendment Proposal will require the affirmative vote of stockholders holding 65% of the total shares of common stock outstanding on the record date.

Q.If the Extension Amendment Proposal is approved, what happens next? A. If the Extension Amendment Proposal is approved, the Company will continue to attempt to consummate an initial business combination until the Extended Date or the earlier date on which the Company’s board of directors determines in its sole discretion that it will not be able to consummate an initial business combination by the Extended Date and does not wish to seek an additional extension. The Company will remain a reporting company under the Securities Exchange Act of 1934, as amended (“Exchange Act”) and its units, common stock and warrants will remain publicly traded until the Extended Date. If the Extension Amendment Proposal is approved, the removal of the Withdrawal Amount from the trust account will reduce the amount remaining in the trust account and increase the percentage interest of Company shares held by the Company’s officers, directors and their affiliates.

Certain of the Company’s shareholders prior to the Company’s initial public offering (the “insiders”) have agreed that if the Extension Amendment is approved, they or their affiliates will contribute to the Company as a loan (the “Contribution”) $0.03 for each public share that is not converted in connection with the vote to approve the Extension. Accordingly, the insiders would make an aggregate Contribution of approximately $108,000 (assuming no public shares were converted). The Contribution will be deposited in the trust account established in connection with the IPO (“trust account”) prior to the beginning of the extended period. If the Extension Amendment is approved and the Extension is completed, the conversion amount per share at any meeting for a business combination or the Company’s subsequent liquidation would be approximately $10.24 per share, in comparison to the current conversion amount of approximately $10.21 per share. The insiders will not make any Contribution unless the Extension Amendment is approved and the Extension is completed. The loan representing the Contribution will not bear any interest and will be repayable by the Company to the insiders or their affiliates upon consummation of an initial business combination. The loan will be forgiven if the Company is unable to consummate an initial business combination.

The purpose of the Extension Amendment is to allow the Company more time to complete its initial business combination. While we are currently in discussions regarding various business combination opportunities, our board of directors (the “Board”) currently believes that there will not be sufficient time before March 7, 2019 to complete a business combination. Accordingly, the Board believes that in order to be able to consummate an initial business combination, we will need to obtain the Extension. Therefore, the Board has determined that it is in the best interests of our stockholders to extend the date that the Company has to consummate a business combination to the Extended Date in order that our stockholders have the opportunity to participate in our future investment. In the event that the Company enters into a definitive agreement for a business combination prior to the Special Meeting, the Company will issue a press release and file a Form 8-K with the Securities and Exchange Commission announcing the proposed business combination.

Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension. In addition, we will not proceed with the Extension if the number of redemptions or repurchases of our shares of common stock issued in our IPO, which shares we refer to as the “public shares”, causes us to have less than $5,000,001 of net tangible assets (which would occur if there are redemptions or repurchases of more than 10,778,788 of our public shares) following approval of the Extension Amendment Proposal.

Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension. In addition, we will not proceed with the Extension if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Conversions.

The Company is proposing to amend its charter to extend the date by which the Company has to consummate a business combination to the Extended Date. The Extension Amendment is essential to the overall implementation of the board of directors’ plan to allow the Company more time to complete an initial business combination. Approval of the Extension Amendment is a condition to the implementation of the Extension. A copy of the proposed amendment to the charter of the Company is attached to this proxy statement as AnnexA.

Approval of the Extension Amendment is a condition to the implementation of the Extension. In addition, we will not proceed with the Extension if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment proposal, after taking into account any holders of ordinary shares issued in GGAC’s initial public offering (the “IPO”, and such shares sold in the IPO are referred to as the “public shares”) who elect to convert their public shares into their pro rata portion of the funds held in the trust account established at the time of the IPO (the “trust account”) if the Extension is implemented (the “Conversion”).

The Company’s charter originally provided that the Company had until June 1, 2017 (or September 1, 2017 if the Company had entered into a letter of intent, memorandum of understanding or definitive agreement with a target business for a business combination by June 1, 2017 and a business combination was not consummated before June 1, 2017) to complete a business combination. On August 30, 2017, the Company held an extraordinary general meeting to extend the date by which the Company had to consummate a business combination to November 1, 2017. On October 31, 2017, the Company held another extraordinary general meeting to further extend the date by which the Company to complete a business combination to February 1, 2018. The board currently believes that there may not be sufficient time before February 1, 2018 to allow the SEC to complete its review of the proxy statement relating to the proposed transaction with Lazydays. Accordingly, our board believes that in order to be able to pursue such investment opportunity, we may need to obtain the Extension. Our board of directors believes that the investment opportunity in Lazydays is compelling and that our shareholders would benefit from it. Therefore, our board has determined that it is in the best interests of our shareholders to extend the date that Andina has to consummate a business combination to the Extended Date in order that our shareholders can participate in this investment opportunity.

The Organogenesis Transaction qualifies as a "business combination" under the Company's Articles, but the Company believes that there may not be sufficient time before the Termination Date to hold an extraordinary general meeting at which to conduct a vote for shareholder approval of the Organogenesis Transaction and consummate the closing of the Organogenesis Transaction. Accordingly, our board of directors believes that in order to be able to consummate the Organogenesis Transaction, we will need to obtain the Extension. The Company believes that given the Company's expenditure of time, effort and money on the Organogenesis Transaction, circumstances warrant providing public shareholders an opportunity to consider the Organogenesis Transaction.

Holders of public shares may elect to convert their shares in connection with the Extension Amendment whether they vote for or against the Extension Amendment. Pursuant to our charter, shareholders have the right to convert their public shares into a pro rata portion of the funds held in the trust account in connection with the Extension. This allows shareholders that are not in favor of the Extension to receive their portion of the trust account currently contemplated by our charter.

On December 12, 2016, the Company held an annual general meeting of shareholders (the “Second Meeting”). At the Second Meeting, the shareholders approved the Second Extension. At the Second Meeting, shareholders holding 36,594 public shares exercised their right to convert such public shares into a pro rata portion of the trust account. Because the Second Extension was approved, the Current Management of the Company provided a loan to the Company of $0.10 for each public share that was not converted, for an aggregate amount of approximately $310,900, and deposited in the trust account. In addition to the aforementioned contribution, Current Management subsequently loaned the Company an additional $134,100 for the Company’s working capital needs, for an aggregate of approximately $1.4 million loaned to the Company, which, with interest, will equal $1.5 million at the time of repayment. If the Extension Amendment is not approved, the loans will not be repaid by the Company and all amounts owed thereunder by the Company will be forgiven except to the extent that the Company had funds available to it outside of the trust account.

The purpose of the Extension Amendment and Conversion Amendment is to allow GGAC more time to complete its previously announced proposed initial business combination with Q1 Comercial de Roupas S.A. (“Grupo Colombo”). GGAC’s IPO prospectus and charter provide that GGAC has until June 25, 2016 to complete an initial business combination. However, Grupo Colombo has been in the process of completing its previously disclosed financial restructuring and the GGAC board currently believes that there may not be sufficient time before June 25, 2016 to allow Grupo Colombo to complete such restructuring and hold the meeting to consummate the business combination. Accordingly, our board believes that in order to be able to pursue such investment opportunity, we may need to obtain the Extension. Therefore, our board has determined that it is in the best interests of our shareholders to extend the date that GGAC has to consummate a business combination to the Extended Date in order that our shareholders can participate in this investment.

Approval of the Extension Amendment is a condition to the implementation of the Extension. In addition, we will not proceed with the Extension if we would not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment, after taking into account the Redemption.

Approval of the Extension Amendment and the Trust Amendment are both a condition to the implementation of the Extension. In addition, we will not proceed with the Extension if the number of redemptions of our public shares causes us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal and the Trust Amendment Proposal.

All holders of the Company’s public shares, whether they vote “FOR” or “AGAINST” the Extension Amendment Proposal, or do not vote at all, will be permitted to redeem all or a portion of their public shares into their pro rata portion of the Trust Account, provided that the Extension is implemented. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal are both a condition to the implementation of the Extension. In addition, we will not proceed with the Extension if the number of redemptions of our public shares causes us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal and Trust Amendment Proposal.

Approval of the Extension Amendment and the Trust Amendment are both a condition to the implementation of the Extension. If the Extension Amendment or the Trust Amendment is not approved and we have not consummated a business combination by November 21, 2019, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $50,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable and up to $750,000 released to us annually to fund working capital requirements) divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

If the Extension Amendment is approved and the Extension is completed, Legacy will make a cash contribution (“Contribution”) to the Trust Account in an amount equal to $0.03 for each share of Class A common stock issued in the IPO (the “public shares”) that is not redeemed in connection with the stockholder approval of the Extension Amendment for the initial Extension through December 21, 2019 and thereafter for each period of the Extension. Accordingly, if the Company takes the initial extension to December 21, 2019 and thereafter to January 21, 2020 and all four additional 30-day extensions, the Sponsor would make aggregate Contributions to the Trust Account of approximately $5,400,000 (assuming no public shares are redeemed), or approximately $900,000 per period of the Extension (assuming no public shares are redeemed). Each Contribution will be deposited in the Trust Account within two business days prior to the beginning of each period of the Extension (or portion thereof), other than the first Contribution which will be made on the business day immediately following stockholder approval of the Extension Amendment. If the Extension Amendment is approved and the Extension is completed and the Company takes the full time through the Extended Date to complete the Business Combination (or, if the Business Combination is terminated, an alternative business combination), the redemption price per share at the meeting for such business combination or the Company’s subsequent liquidation will be approximately $10.41 per share (based upon the balance of the Trust Account as of the record date), in comparison to the redemption price of approximately $10.23 per share in connection with the stockholder approval of the Extension Amendment. Legacy will not make any Contribution unless the Extension Amendment and the Trust Amendment are approved and the Extension is implemented.

10.CONTINUING VALIDITY. Except as expressly set forth (if at all) in this Forbearance Extension, the terms of the Existing Loan Documents remain unchanged and in full force and effect. PFG’s agreement to modifications to the existing Obligations in no way shall obligate PFG to make any future consents, waivers or modifications to the Obligations. Nothing in this Forbearance Extension shall constitute a satisfaction of the Obligations or a waiver of any default under the Existing Loan Documents. It is the intention of PFG and Borrower to retain as liable parties all makers and endorsers of Existing Loan Documents, unless the party is expressly released by PFG in writing. Unless expressly released herein, no maker, endorser, or guarantor will be released by virtue of this Forbearance Extension. The terms of this paragraph apply not only to this Forbearance Extension, but also to all subsequent forbearances, loan modification agreements and consents.

13.INTEGRATION; CONSTRUCTION. The Loan Agreement, other Existing Loan Documents, the Original Forbearance, the Warrant Cancelation Agreement, the Expiring Forbearance and this Forbearance Extension and any documents executed in connection herewith or pursuant hereto, contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, offers and negotiations, oral or written, with respect thereto and no extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding, if any, involving this Forbearance Extension; provided, however, that any financing statements or other agreements or instruments filed by PFG with respect to Borrower shall remain in full force and effect. The quotation marks around modified clauses set forth herein and any differing font styles in which such clauses are presented herein are for ease of reading only and shall be ignored for purposes of construing and interpreting this Forbearance Extension. This Forbearance Extension is subject to the General Provisions of Section 8 of the Loan Agreement. The Recitals to this Forbearance Extension are incorporated by reference herein.

Q. What are the First Extension and the Second Extension, and will the contribution continue? A. On June 5, 2017, our shareholders approved the First Extension. In connection with the First Extension, our sponsor, ESAC Holdings LLC, agreed to contribute to us as a loan $0.025 for each public share that is not redeemed, for each calendar month (commencing on June 10, 2017 and on the 10th day of each subsequent month), or portion thereof, that is needed by us to complete a business combination from June 10, 2017 until October 8, 2017. Our sponsor agreed to continue to make this contribution through February 5, 2018 in connection with the approval by our shareholders of the Second Extension at a special meeting held on October 5, 2017. Our sponsor has informed us that it does not intend to continue to make these contributions for any period after February 5, 2018. Q. Why should I vote for the Extension Amendment? A.Electrum’s board of directors believes shareholders should have an opportunity to evaluate an initial business combination with one or more of the targets with which Electrum is in discussions. Accordingly, Electrum’s board is proposing the Extension Amendment to extend the date by which Electrum has to complete a business combination until the Extended Date and to allow for the Election.

On June 5, 2017, our shareholders approved the First Extension. In connection with the First Extension, our sponsor, ESAC Holdings LLC, agreed to contribute to us as a loan $0.025 for each public share that is not redeemed, for each calendar month (commencing on June 10, 2017 and on the 10th day of each subsequent month), or portion thereof, that is needed by us to complete a business combination from June 10, 2017 until October 8, 2017. Our sponsor agreed to continue to make this contribution through February 5, 2018 in connection with the approval by our shareholders of the Second Extension at a special meeting held on October 5, 2017. Our sponsor has informed us that it does not intend to continue to make these contributions for any period after February 5, 2018.

Q. What amount will holders receive upon consummation of a subsequent business combination or liquidation if the Extension Amendment is approved? A.If the Extension Amendment and Conversion Amendment are approved and the Extension is completed, the conversion amount per share in any subsequent business combination or liquidation will be approximately $10.05 per share, which is the same as the conversion amount if a shareholder elects to exercise his or her conversion rights in connection with the Extension. Q. What vote is required to adopt the Extension Amendment and Conversion Amendment? A.Approval of each of the Extension Amendment and Conversion Amendment will require a special resolution under Cayman Islands law and our charter. A special resolution is a resolution passed by a majority of at least two-thirds of members who, being entitled to do so, vote at the extraordinary general meeting. Approval of the Conversion Amendment is a condition to the implementation of the Extension Amendment.

The purpose of the Extension Amendment and Conversion Amendment is to allow Arowana more time to complete an initial business combination. Arowana previously announced a proposed business combination with VivoPower International PLC (“VivoPower”) pursuant to a Contribution Agreement (the “Contribution Agreement”) by and among Arowana, Arowana International Limited, an Australian company affiliated with certain of Arowana’s officers, directors and shareholders (“AWN”), and VivoPower, an England and Wales public limited company and wholly-owned subsidiary of AWN. Arowana’s IPO prospectus and charter provide that Arowana has until November 6, 2016 to complete a business combination. The Contribution Agreement was executed on August 11, 2016, leaving approximately three months to complete the business combination. The board currently believes that there may not be sufficient time before November 6, 2016 to allow the Company to consummate the proposed transaction. Accordingly, our board believes that in order to provide sufficient time to complete the proposed transaction, we should obtain the Extension. Our board of directors believes that the opportunity for a business combination with VivoPower is compelling and will benefit our shareholders. Therefore, our board has determined that it is in the best interests of our shareholders to extend the date that Arowana has to consummate a business combination to the Extended Date in order that our shareholders can participate in this investment. Additionally, extending the date that Arowana has to consummate a business combination to the Extended Date would give Arowana time to consider taking steps necessary to pursue an alternative business combination in the event that the opportunity with VivoPower is unable to be completed for whatever reason.

Q. What is being voted on? A.You are being asked to vote on: ● a proposal to amend Arowana’scharter to extend the date by whichArowana has to consummate a business combination to the Extended Date; and ● a proposal to amend Arowana’scharterto allow the holders of public shares to elect to convert their public shares into $10.20 per share, representing the pro rata portion of the funds held in the trust account if the Extension is implemented. The Extension Amendment and the Conversion Amendment proposals are essential to the overall implementation of the board of directors’ plan to extend the date that Arowana has to complete a business combination.Approval of the Extension Amendment and the Conversion Amendment is a condition to the implementation of the Extension. If the Extension is implemented, Arowanawill remove the Withdrawal Amountfrom the trust account, deliver to the holders of such converted public shares $10.20 per converted share and retain the remainder of the funds in the trust account for Arowana’s use in connection with consummating a business combination on or before the Extended Date. We will not proceed if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment and Conversion Amendment proposals, after taking into account the Conversion. If the Extension Amendment and Conversion Amendment proposals are approved and the Extension is implemented, the removal of the Withdrawal Amount from the trust account in connection with the Conversion will reduce the amount held in the trust account following the Conversion. Arowana cannot predict the amount that will remain in the trust account if the Extension Amendment and Conversion Amendment proposals are approved and the amount remaining in the trust account may be only a small fraction of the approximately $84.5 million that was in the trust account as of [_____], 2016. In such event, Arowana may need to obtain additional funds to complete the proposed business combination with VivoPower and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

Warrants Extension. Maker hereby agrees to extend the expiration date on the Warrants issued in connection with the Convertible Debenture on ______________, which were originally expected to expire on . The new expiration date is .

Warrants Extension. Maker hereby agrees to extend the expiration date on the Warrants issued in connection with the $___________ of principal from the Promissory Note on____________, which were originally scheduled to expire on__________. The new expiration date is____________.

Q.What happens to the Company’s warrants if the Extension Amendment is approved? A. If the Extension Amendment is approved, the Company will continue to attempt to consummate a business combination until the Extended Date or an earlier date if the Company’s board of directors determines in its sole discretion that it will not be able to consummate an initial business combination by the Extended Date and does not wish to seek an additional extension. The warrants will remain outstanding in accordance with their terms during any extension period. The warrants will still become exercisable commencing on the consummation of any business combination. Q.What do I need to do now? A. The Company urges you to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the Extension Amendment will affect you as a Company stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card.