NUMBER ________ (SEE REVERSE SIDE FOR LEGEND) (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, ON THE FIFTH ANNIVERSARY OF THE DATE OF THE COMPLETION OF THE INITIAL BUSINESS COMBINATION) WARRANTS
EXHIBIT 4.3
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NUMBER
________
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(SEE
REVERSE SIDE FOR LEGEND)
(THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
5:00
P.M. NEW YORK CITY TIME, ON THE FIFTH ANNIVERSARY
OF
THE DATE OF THE COMPLETION OF THE INITIAL BUSINESS
COMBINATION)
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WARRANTS
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CAZADOR
ACQUISITION CORPORATION LTD.
CUSIP
______________
WARRANT
THIS
CERTIFIES THAT, for value received ________________________ is the
registered holder of such number of Warrants set forth above (the “Warrants”),
each such Warrant expiring at 5:00 p.m. New York time, on the fifth anniversary
of the date of the completion of the Initial Business Combination (as
defined in the Warrant Agreement between the Company and Continental Stock
Transfer & Trust Company (the “Warrant Agreement)) or earlier upon
redemption by Cazador Acquisition Corporation Ltd., an exempted company
incorporated under the laws of the Cayman Islands with limited liability (the
“Company”) in accordance with the terms hereof and entitling the holder to
purchase one fully paid and non-assessable ordinary share (“Ordinary Share”) of
the Company. The Warrant entitles the holder thereof to purchase from the
Company, commencing on the later of (i) the consummation by the Company of an
Initial Business Combination (as defined in the Warrant Agreement) or (ii)
_________, 2011, one year from the date of the final prospectus that forms a
part of the Company’s registration statement on Form F-1, such number of
Ordinary Shares of the Company at the price of $7.50 per share, as such price
may be adjusted, upon surrender of this Warrant Certificate and payment of the
Warrant Price on or prior to the expiration date at the offices of the Warrant
Agent, Continental Stock Transfer & Trust Company, with the exercise form on
the reverse side of the Warrant Certificate completed and executed as indicated,
accompanied by full payment of the Warrant Price, by certified check payable to
the Company, for the number of warrants being exercised, but only subject to the
conditions set forth herein and in the Warrant Agreement. In no event
shall the Company be required to settle any Warrant exercise for cash, whether
by net cash settlement or otherwise. The term Warrant Price as used
in this Warrant Certificate refers to the price per Ordinary Share at which
Ordinary Shares may be purchased at the time the Warrant is
exercised.
Notwithstanding
the foregoing, and subject to Section 3.3 of the Warrant Agreement, no Warrant
may be exercised unless (i) a registration statement under the Securities Act of
1933, as amended (the “Securities Act”), covering the Ordinary Shares issuable
upon exercise of the Warrant and a current prospectus relating to the offer and
sale of those Ordinary Shares is available, or (ii) in the opinion of counsel to
the Company, the issuance of the Ordinary Shares upon the exercise of the
Warrants is exempt from the registration requirements of the Securities
Act.
No
fraction of an Ordinary Share will be issued upon any exercise of a Warrant. If,
upon exercise of a Warrant, a holder would be entitled to receive a fractional
interest in an Ordinary Share, the Company shall, upon exercise, round up to the
nearest whole number the number of Ordinary Shares to be issued to such
holder.
Upon
any exercise of the Warrant for less than the total number of full Ordinary
Shares provided for herein, there shall be issued to the registered holder
hereof or the registered holder’s assignee a new Warrant Certificate covering
the number of Ordinary Shares for which the Warrant has not been
exercised.
Warrant
Certificates, when surrendered at the offices of the Warrant Agent by the
registered holder hereof in person or by attorney duly authorized in writing,
may be exchanged in the manner and subject to the limitations provided in the
Warrant Agreement, but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants.
Upon
due presentment for registration of transfer of the Warrant Certificate at the
offices of the Warrant Agent, a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall be
issued to the transferee in exchange for this Warrant Certificate, subject to
the limitations provided in the Warrant Agreement, without charge except for any
applicable tax or other governmental charge.
The
Company and the Warrant Agent may deem and treat the registered holder as the
absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the registered holder, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.
This
Warrant does not entitle the registered holder to any of the rights of a
shareholder of the Company.
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By
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Director
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Cazador
Acquisition Corporation Ltd.
Subject
to Section 6.4 of the Warrant Agreement, the Company may redeem in whole and not
in part, not less than all of the outstanding Warrants (other than any Private
Warrants that are held by the Sponsor or any Permitted Transferee), at the
option of the Company, at any time after such Warrants become exercisable and
prior to their expiration, at the offices of the Warrant Agent, upon a minimum
of 30 days’ notice, at the price of $0.01 per Warrant (the “Redemption Price”);
provided, however, that the last sales price of the Ordinary Shares on the
Nasdaq Capital Market, or other national securities exchange on which the
Ordinary Shares may be traded, equals or exceeds $15.00 per share for 20 trading
days within any 30 trading day period ending three business days prior to the
notice of redemption to warrant holders (the “30-day redemption period”); and
provided, further that a registration statement under the Securities Act of
1933, as amended, or the Securities Act, relating to the Ordinary Shares
issuable upon exercise of the Warrants is effective and expected to remain
effective to and including the redemption date, and a prospectus relating to the
Ordinary Shares issuable upon exercise of the Warrants is available throughout
the 30-day redemption period. If the foregoing conditions are
satisfied, and the Warrants are called for redemption, each registered holder
will be entitled to exercise their Warrants prior to the date scheduled for
redemption. In the event the Company calls the Warrants for
redemption pursuant to Section 6.1 of the Warrant Agreement, the Company shall
have the option to require all holders of those Warrants who elect to exercise
their Warrants prior to the date scheduled for redemption to exercise the
Warrants on a cashless basis. If the Company requires holders of the Warrants to
exercise the Warrants on a cashless basis, each holder of such Warrants shall
pay the Warrant Price by surrendering such Warrants for that number of Ordinary
Shares equal to the quotient obtained by dividing (x) the product of the number
of Ordinary Shares underlying the Warrants, multiplied by the difference between
the Fair Market Value and the Warrant Price of the Warrants by (y) the Fair
Market Value. Any Warrant either not exercised or tendered back to the Company
by the end of the date specified in the notice of redemption shall be canceled
on the books of the Company and have no further value except for the $0.01
redemption price.
The securities represented by this
Warrant Certificate (including the securities issuable upon the exercise of the
Warrant) are subject to the terms and conditions set forth in the Warrant
Agreement dated as of [ ], 2010, by and between the Company and the Warrant
Agent (the “Warrant Agreement”). Copies of such agreement may be
obtained by the holder hereof at the Warrant Agent’s principal place of business
without charge.
Capitalized terms used herein but not
defined shall have the meaning set forth in the Warrant Agreement.
ELECTION
TO PURCHASE
To Be
Executed by the Registered Holder in Order to Exercise Warrants
The
undersigned Registered Holder irrevocably elects to exercise
______________ Warrants represented by this Warrant Certificate, and to
purchase the shares of Ordinary Shares issuable upon the exercise of such
Warrants, and requests that Certificates for such shares shall be issued in the
name of
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(PLEASE
TYPE OR PRINT NAME AND ADDRESS)
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(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)
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and
be delivered to
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(PLEASE
PRINT OR TYPE NAME AND
ADDRESS)
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and, if
such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be
registered in the name of, and delivered to, the Registered Holder at the
address stated below:
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Dated:
_____________________
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(SIGNATURE)
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(ADDRESS)
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(TAX
IDENTIFICATION NUMBER)
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ASSIGNMENT
To Be
Executed by the Registered Holder in Order to Assign Warrants
For Value
Received, _______________________ hereby sell, assign, and transfer
unto
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(PLEASE
TYPE OR PRINT NAME AND ADDRESS)
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(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)
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and
be delivered to
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(PLEASE
PRINT OR TYPE NAME AND
ADDRESS)
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______________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and appoint _________________________________ Attorney to transfer
this Warrant Certificate on the books of the Company, with full power of
substitution in the premises.
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Dated:
_________________________
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(SIGNATURE)
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The
signature to the assignment of the Subscription Form must correspond to the name
written upon the face of this Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever, and must be guaranteed by a
commercial bank or trust company or a member firm of the American Stock
Exchange, New York Stock Exchange, Pacific Stock Exchange or Chicago Stock
Exchange.
