FORM OF UNDERWRITING AGREEMENT between CAZADOR ACQUISITION CORPORATION LTD. and RODMAN & RENSHAW, LLC as RepresentativeUnderwriting Agreement • October 6th, 2010 • Cazador Acquisition Corp Ltd. • Blank checks • 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 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 • October 6th, 2010 • Cazador Acquisition Corp Ltd. • Blank checks • 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 • October 6th, 2010 • Cazador Acquisition Corp Ltd. • Blank checks • 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. • October 6th, 2010 • Blank checks • 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 • October 6th, 2010 • Cazador Acquisition Corp Ltd. • Blank checks • 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 • October 6th, 2010 • Cazador Acquisition Corp Ltd. • Blank checks • 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. • October 6th, 2010 • Blank checks • 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 • October 6th, 2010 • Cazador Acquisition Corp Ltd. • Blank checks • New York
Cazador Acquisition Corporation Ltd. Repurchase AgreementRepurchase Agreement • October 6th, 2010 • Cazador Acquisition Corp Ltd. • Blank checks
