WARRANT SUBSCRIPTION AGREEMENT
EXHIBIT
10.7
WARRANT
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this
day
of
,
2010 among Cazador Acquisition Corporation Ltd., an exempted company
incorporated in the Cayman Islands with limited liability (the “Company”) and
Cazador Sub Holdings Ltd., an exempted company incorporated in the Cayman
Islands with limited liability (the “Purchaser”).
WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a
registration statement on Form F-1, as amended (File No. 333-_____) (the
“Registration Statement”), in connection with the Company’s initial public
offering (the “IPO”) of up to 4,600,000 units (the “Units”), each unit
consisting of one ordinary share, $.0001 par value (the “Ordinary Shares”), and
(ii) one warrant (the “Warrants”), each warrant to purchase one Ordinary
Share;
WHEREAS,
immediately prior to the consummation of the IPO, the Company desires to sell in
a private placement to the Purchaser (the “Placement”) an aggregate of 4,340,000
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 (i) are
non-redeemable, so long as they are held by Purchaser or its Permitted
Transferees (as defined in the Warrant Agreement), (ii) are exercisable on a
cashless basis at the election of the holder, so long as they are held by
Purchaser or its Permitted Transferees, rather than at the Company’s election;
and (iii) are not transferable or saleable by Purchaser or any of the
Purchaser’s beneficial owners, except to Permitted Transferees until 6 months
after the consummation of an Initial Business Combination (as defined in the
Warrant Agreement);
WHEREAS,
except as provided herein, the Placement Warrants shall be governed by the
Warrant Agreement filed as an exhibit to the Registration Statement;
and
WHEREAS,
the Purchaser is entitled to registration rights with respect to the Placement
Warrants and the Ordinary Shares underlying the Placement Warrants (the
“Underlying Shares”) on the terms set forth in this Agreement.
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as
follows:
1. Purchase of Placement
Warrants. The Purchaser hereby agrees, directly or through their
nominees, to purchase an aggregate of 4,340,000 Placement Warrants at a purchase
price of $0.50 per Placement Warrant, or an aggregate of $2,170,000 (the
“Purchase Price”).
2. Closing. The closing
of the purchase and sale of the Placement Warrants (the “Closing”) will take
place at such time and place as the parties may agree (the “Closing Date”), but
in no event later than the closing date (the “IPO Closing Date”) of the IPO. On
or prior to the IPO Closing Date, the Purchasers shall pay the Purchase Price by
wire transfer of funds to the trust account at JPMorgan Chase NY Bank,
maintained by Continental Stock Transfer & Trust Company, acting as trustee
(the “Trust Account”). The certificates for the Placement Warrants shall be
delivered to the Purchasers promptly after the payment of the Purchase
Price.
3. Lock-Up Agreement.
Prior to six months following the consummation of an Initial Business
Combination (as defined in the Registration Statement), the Purchaser shall not
(i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant
any option to purchase or otherwise dispose of or agree to dispose of, directly
or indirectly, or file (or participate in the filing of) a registration
statement with the SEC in respect of, or establish or increase a put equivalent
position or liquidate or decrease a call equivalent position within the meaning
of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the SEC promulgated thereunder (the “Exchange Act”) with
respect to, any Placement Warrants and the Underlying Shares, or any securities
convertible into or exercisable or exchangeable for shares, or warrants or other
rights to purchase shares or any such securities, or (ii) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of Placement Warrants or Underlying Shares or
any securities convertible into or exercisable or exchangeable for shares, or
warrants or other rights to purchase shares or any such securities, whether any
such transaction is to be settled by delivery of shares or such other
securities, whether any such transaction is to be settled by delivery of shares
or such other securities, in cash or otherwise (collectively “Transfer”), provided, however, that
Transfers to Permitted Transferees shall be allowed, on condition that prior to
such Transfer, each Permitted Transferee or the trustee or legal guardian for
each Permitted Transferee agrees in writing to be
bound by the terms of this Agreement.
4. Representations and
Warranties of the Purchaser. Purchaser hereby represents and warrants to
the Company that:
4.1 The execution and delivery by
the Purchaser of this Agreement and the fulfillment of and compliance with the
respective terms hereof by the Purchaser do not and shall not as of the Closing
conflict with or result in a breach of the terms, conditions or provisions of
any other agreement, instrument, order, judgment or decree to which Purchaser is
subject to.
4.2 The Purchaser is an
“accredited investor” as that term is defined in Rule 501 of Regulation D
promulgated under the Securities Act.
4.3 The Placement Warrants are
being acquired for the Purchaser’s 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.
4.4 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.
4.5 The Purchaser understands that
no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the securities
or the fairness or suitability of the investment in the securities nor have such
authorities passed upon or endorsed the merits of the offering of the
securities.
5. Registration Rights.
The Purchaser shall have registration rights pursuant to the Registration Rights
Agreement, dated as of
,
2010, by and among the Company and the Investors listed on the signature page
thereto.
6. Waiver of Claims Against
Trust Account. The Purchaser hereby waives any and all right, title,
interest or claim of any kind in or to any distributions from the Trust Account
with respect to any Ordinary Shares acquired by the Purchaser in connection with
the exercise of the Placement Warrants purchased hereby pursuant to this
Agreement (“Claim”) and hereby waives any Claim the undersigned may have in the
future as a result of, or arising out of, any contracts or agreements with the
Company and will not seek recourse against the Trust Account for any reason
whatsoever.
7. Waiver and
Indemnification. The Purchaser hereby waives any and all rights to assert
any present or future claims, including any right of rescission, against the
Company or the underwriters in the IPO with respect to their purchase of the
Placement Warrants, and the Purchaser agrees jointly and severally to indemnify
and hold the Company and the underwriters in the IPO harmless from all losses,
damages or expenses that relate to claims or proceedings brought against the
Company or such underwriters by the Purchaser of the Placement
Warrants.
8. Counterparts;
Facsimile. This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same instrument. This
Agreement or any counterpart may be executed via facsimile transmission, and any
such executed facsimile copy shall be treated as an original.
9. 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. 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.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day
of ,
2010.
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CAZADOR
ACQUISITION CORPORATION LTD.
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By:
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Name:
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Title:
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CAZADOR
SUB HOLDINGS LTD.
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By:
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Name:
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Title:
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