FORM OF UNDERWRITING AGREEMENT between CAZADOR ACQUISITION CORPORATION LTD. and RODMAN & RENSHAW, LLC as RepresentativeUnderwriting Agreement • September 3rd, 2010 • Cazador Acquisition Corp Ltd. • New York
The undersigned, CAZADOR ACQUISITION CORPORATION LTD., a Cayman Islands exempted company with limited liability (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the Company, the “Company”), hereby confirms its agreement with Rodman & Renshaw, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
FORM OF INDEMNIFICATION AGREEMENT by and between CAZADOR ACQUISITION CORPORATION LTD. and as Indemnitee Dated as of ____________, 2010Indemnification Agreement • September 3rd, 2010 • Cazador Acquisition Corp Ltd.
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ____________, 2010, by and between Cazador Acquisition Corporation Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”) and __________________ (“Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENT by and between CAZADOR ACQUISITION CORPORATION LTD. CAZADOR SUB HOLDINGS LTD. and THE OTHER PERSONS NAMED HEREIN Dated as of [•], 2010Registration Rights Agreement • September 3rd, 2010 • Cazador Acquisition Corp Ltd. • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of _______, 2010, by and between Cazador Acquisition Corporation Ltd. an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), Cazador Sub Holdings Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Sponsor”) and the persons listed in Schedule I hereto (the “Initial Holders”) and any Permitted Transferee (as defined below) who hereafter becomes a party to this Agreement as contemplated by Section 6.2 of this Agreement (each such party who holds Registrable Securities (as defined below), a “Holder” and, collectively, the “Holders”).
FORM OF WARRANT AGREEMENT by and between CAZADOR ACQUISITION CORPORATION LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2010Warrant Agreement • September 3rd, 2010 • Cazador Acquisition Corp Ltd. • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [ ], 2010, by and between Cazador Acquisition Corporation Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
Form of Letter Agreement among Cazador Acquisition Corporation Ltd., Arco Capital Management LLC, and Cazador Sub Holdings Ltd.]Cazador Acquisition Corp Ltd. • September 3rd, 2010 • New York
This letter is being delivered to you in accordance with the Underwriting Agreement dated as of [ ], 2010 (the “Underwriting Agreement”), by and between Cazador Acquisition Corporation Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), and Rodman & Renshaw, LLC (“Rodman”) as representative of the underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “Initial Public Offering”) of the Company’s units (the “Units”), each consisting of one ordinary share of the Company (an “Ordinary Share”), and one warrant (a “Warrant”) entitling the holder thereof to purchase one Ordinary Share.
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 3rd, 2010 • Cazador Acquisition Corp Ltd. • New York
This Investment Management Trust Agreement (“Agreement”) is made as of ___________, 2010 by and between Cazador Acquisition Corporation, Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”) its principal office located at 7 Sheinovo Street, 1504 Sofia, Bulgaria and Continental Stock Transfer & Trust Company (the “Trustee”) located at 17 Battery Place, New York, New York 10004.
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • September 3rd, 2010 • Cazador Acquisition Corp Ltd. • New York
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”).
Form of Letter Agreement among Cazador Acquisition Corporation Ltd. and Each of the Directors and Executive Officers of Cazador Acquisition Corporation Ltd.]Cazador Acquisition Corp Ltd. • September 3rd, 2010 • New York
This letter is being delivered to you in accordance with the Underwriting Agreement dated as of [ ], 2010 (the “Underwriting Agreement”), by and between Cazador Acquisition Corporation Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), and Rodman & Renshaw LLC (“Rodman”) as representative of the underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “Initial Public Offering”) of the Company’s units (the “Units”), each consisting of one ordinary share of the Company (an “Ordinary Share”), and one warrant (a “Warrant”) entitling the holder thereof to purchase one Ordinary Share.
ContractSecurities Escrow Agreement • September 3rd, 2010 • Cazador Acquisition Corp Ltd. • New York
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) WARRANTSCazador Acquisition Corp Ltd. • September 3rd, 2010
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
Subscription AgreementSubscription Agreement • September 3rd, 2010 • Cazador Acquisition Corp Ltd.
ContractServices Agreement • September 3rd, 2010 • Cazador Acquisition Corp Ltd.
