PLACEMENT WARRANT PURCHASE AGREEMENT
PLACEMENT WARRANT PURCHASE AGREEMENT
PLACEMENT WARRANT PURCHASE AGREEMENT (this “Agreement”) made as of this ___ day of _____, 2012 among CIS Acquisition Ltd., a British Virgin Islands company (the “Company”), and the undersigned parties listed under Purchasers on the signature page hereto (each, a “Purchaser” and collectively, the “Purchasers”).
WHEREAS, the Company has filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form F-1, as amended (File No. 333-180224) (the “Registration Statement”), in connection with the Company’s initial public offering (the “IPO”) of up to 4,000,000 units, each unit (“Unit”) consisting of one (1) Class A Share of the Company, $0.0001 par value (the “Class A Shares”), and (ii) one (1) warrant (the “Warrants”) to purchase one ordinary share; and
WHEREAS, the Company desires to sell in a private placement to the Purchasers (the “Placement”) an aggregate of 4,500,000 Warrants (the “Placement Warrants”) substantially identical to the Warrants being issued in the IPO pursuant to the terms and conditions hereof and as set forth in the Registration Statement, except that the Placement Warrants to be issued in the Placement shall not be registered under the Securities Act of 1933, as amended (the “Securities Act”);
WHEREAS, the Placement Warrants shall be governed by the Warrant Agreement filed as an exhibit to the Registration Statement (the “Warrant Agreement”); and
WHEREAS, the Purchasers are entitled to registration rights with respect to the Placement Warrants and the shares of common stock underlying such Placement Warrants (collectively, the “Registrable Securities”) on the terms set forth in the Registration Rights Agreement filed as an exhibit to the Registration Statement.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:
3. Redemption. The Placement Warrants shall not be redeemable.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING THE ORDINARY SHARES OF THE COMPANY ISSUABLE UPON EXERCISE OF SUCH SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT DATED AS OF [_______], 2012 AMONG THE COMPANY, THE HOLDER AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS WARRANT AGENT.
SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.
The terms and conditions of the lock-up of the Placement Warrants and their release therefrom shall be set forth in the letter agreement, dated as of _________, 2012, among the Company and the Purchasers. Any terms not herein defined shall have the meanings assigned to them in such letter agreement.
7.1 The Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act.
7.2 The Placement Warrants are being acquired by the Purchaser for its own account, only for investment purposes and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act.
7.3 The Purchaser has the full right, power and authority to enter into this Agreement and this Agreement is a valid and legally binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms.
10. Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of any other jurisdiction. Each of the parties hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.
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Placement Warrant Purchase Agreement