Cazador Acquisition Corporation Ltd. Repurchase Agreement
EXHIBIT
10.11
Cazador
Acquisition Corporation Ltd.
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1
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Cazador
Acquisition Corporation Ltd. an exempted company incorporated with limited
liability under the laws of the Cayman Islands (the "Company"), on the terms
and conditions set out herein, and in accordance with the Company’s
Articles of Association (the "Articles") and the
Companies Law (2010 Revision) of the Cayman Islands (the "Law"), has agreed to
repurchase 287,500 ordinary shares (the "Shares") in the share
capital of the Company from Cazador Sub Holdings Ltd. (the "Sole
Shareholder").
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2
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The
Shares were originally allotted and issued to the Sole Shareholder as
fully paid at the issue price of US$0.017 per
share.
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3
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The
Company has agreed to pay to the Sole Shareholder an aggregate amount of
US$1.00 for the Shares and the repurchase shall occur on the date
hereof.
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4
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This
Repurchase Agreement shall be governed by, and shall be construed in
accordance with the laws of the Cayman
Islands.
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5
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The
Law requires that the manner of repurchase is approved by ordinary
resolution. The Sole Shareholder is the sole shareholder of the
Company and confirms by executing this Agreement that it approves the
manner of repurchase of the Shares. Cazador Holdings Ltd, the
sole shareholder of the Sole Shareholder, and Arco Group LLC, the sole
shareholder of Cazador Holdings Ltd., are party to this Agreement by way
of acknowledgement, confirmation and approval of the terms set out
herein.
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6
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This
Repurchase Agreement may be executed in any number of counterparts each of
which when executed and delivered shall constitute an original and all
such counterparts together constituting but one and the same
agreement.
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7
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The
Sole Shareholder irrevocably agrees for the exclusive benefit of the
Company that the courts of the Cayman Islands shall have jurisdiction to
hear and determine any suit, action or proceeding and to settle any
dispute which may arise out of or in connection with this Repurchase
Agreement and for such purposes irrevocably submits to the jurisdiction of
such courts.
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In witness
whereof, the Sole Shareholder and the Company have executed this
Repurchase Agreement on 5 October 2010.
Cazador
Acquisition Corporation Ltd.
Acting
by: __________________________
Xxxxxxxxx X. Xxxxxxxxxx
Cazador
Sub Holdings Ltd.
Acting
by: ___________________________
Xxxxxxxxx
X. Xxxxxxxxxx
Cazador
Holdings Ltd.
Acting
by: __________________________
Xxxxxxxxx
X. Xxxxxxxxxx
Arco
Group LLC
Acting
by: __________________________
Xxxxxxxxx X. Xxxxxxxxxx
