REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2011 • Azteca Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 29, 2011, is made and entered into by and among Azteca Acquisition Corporation, a Delaware corporation (the “Company”), each of the undersigned parties listed under Holder on the signature page hereto and Azteca Acquisition Holdings, LLC (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • July 6th, 2011 • Azteca Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 29, 2011, is by and between Azteca Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
10,000,000 Units AZTECA ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • July 6th, 2011 • Azteca Acquisition Corp • Blank checks • New York
Azteca Acquisition Corporation, a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of ten million units of the Company (the “Firm Units”), with each unit consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (collectively, the “Warrants”) to purchase one share of Common Stock. The respective amounts of the Firm Units to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to one million five hundred thousand (1,500,000) additional units of the Company (the “Option Units”) as set forth below. The terms of the Warrants are provided for in the form of Warrant Agreement (defined below).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 6th, 2011 • Azteca Acquisition Corp • Blank checks • New York
This investment management trust agreement (“Agreement”) is made as of June 29, 2011 by and between Azteca Acquisition Corporation (the “Company”), a Delaware corporation and Continental Stock Transfer & Trust Company (the “Trustee”) located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement.
June 29, 2011Underwriting Agreement • July 6th, 2011 • Azteca Acquisition Corp • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Azteca Acquisition Corporation, a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of 10,000,000 of the Company’s units (the “Units”), each comprised of one share of common stock, $.0001 par value per share, of the Company (the “Common Stock”), and one warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units shall be sold in the Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and shall be quoted and traded on the Over-the-Counter Bulletin Board. Certain capitalized terms used herein are defined in paragraph 11 h
AMENDMENT NO. 1 TO SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • July 6th, 2011 • Azteca Acquisition Corp • Blank checks • New York
This Amendment No. 1 (the “Amendment”), dated June 28, 2011, to that certain Sponsor Warrants Purchase Agreement (the “Agreement”) dated the 21st day of April, 2011, is made by and between Azteca Acquisition Corporation, a Delaware corporation (the “Company”), having its principal place of business at 421 N. Beverly Drive, Suite 300, Beverly Hills, CA 90210, and Azteca Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”), having its principal place of business at 421 N. Beverly Drive, Suite 300, Beverly Hills, CA 90210. All capitalized terms not defined herein shall have the same meaning ascribed to them in the Agreement.
