Unassociated Document


    EXHIBIT
10.8

     

    FORM
OF

    INVESTMENT
MANAGEMENT TRUST AGREEMENT

     

    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.

     

    WHEREAS,
the Company’s Registration Statement on Form F-1 (together with any amendments
thereto, the “Registration Statement”), for its initial public offering of
securities (the “IPO”) has been declared effective as of the date hereof by the
Securities and Exchange Commission (the “Effective Date”); and

     

    WHEREAS,
Rodman & Renshaw, LLC and  (the “Representatives”) are acting as
the representatives of the underwriters in the IPO; and

     

    WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s
Certificate of Incorporation, $50,000,000 of the gross proceeds of the IPO
($57,275,000 if the underwriters’ over-allotment option is exercised in full)
will be delivered to the Trustee to be deposited and held in a trust account for
the benefit of the Company (the amount to be delivered to the Trustee will be
referred to herein as the “Property”; the Company will be referred to as
the “Beneficiary”); and

     

    WHEREAS,
a portion of the Property consists of $1,500,000 (or $1,725,000, if the
underwriters’ over-allotment option is exercised in full) attributable to the
underwriters’ discount which the Representatives have agreed to deposit in the
Trust Account (defined below); and

     

    WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the
terms and conditions pursuant to which the Trustee shall hold the
Property;

     

    IT IS
AGREED:

     

    
      	
              1.

            	
              Agreements
      and Covenants of Trustee.  The Trustee hereby agrees and
      covenants to:

            


    

     

    (a)           Hold
the Property in trust for the Beneficiary in accordance with the terms of this
Agreement, in a segregated trust account (“Trust Account”) established by the
Trustee at a branch of J P Morgan Chase Bank, N.A. and at a brokerage
institution selected by the Trustee that is satisfactory to the
Company;

     

    (b)           Manage,
supervise and administer the Trust Account subject to the terms and conditions
set forth herein;

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)           In
a timely manner, upon the written instruction of the Company, to invest and
reinvest the Property in accordance with the instructions of the
Company;

     

    (d)           Collect
and receive, when due, all principal arising from the Property, which principal
shall become part of the “Property,” as such term is used herein; and the income
arising from the Property, net of taxes, up to an aggregate of $2,000,000 which
may be released to the Company to fund its working capital requirements (so long
as the Company has sufficient funds available to pay its tax obligations on such
income when such tax obligations become due);

     

    (e)           Notify
the Company of all communications received by it with respect to any Property
requiring action by the Company;

     

    (f)           Supply
any necessary information or documents as may be requested by the Company in
connection with the Company’s preparation of the tax returns relating to income from the Property in the Trust
Account or otherwise;

     

    (g)           Participate
in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company in writing
to do so;

     

    (h)           Render
to the Company, and to such other person as the Company may instruct, monthly
written statements of the activities of and amounts in the Trust Account
reflecting all receipts and disbursements of the Trust Account;

     

    (i)           If
there is any income or other tax obligation relating to the income from the
Property in the Trust Account as determined by the Company, then, from time to
time, at the written instruction of the Company, the Trustee shall promptly to
the extent there is not sufficient cash in the Trust Account to pay such tax
obligation, liquidate such assets held in the Trust Account as shall be
designated by the Company in writing, and disburse
to the Company by wire transfer, out of the Property in the Trust Account,
the amount indicated
by the Company as owing in respect of such income
tax obligation and the Trustee is relieved of any liability for following same.
 Notwithstanding the foregoing, any distribution shall be made only from income
collected on the Property, and in no event shall cause the amount in the Trust
Account to fall below the amount initially deposited into the Trust Account;
and

     

    (j)           Commence
liquidation of the Trust Account only upon receipt of and only in accordance
with the terms of a letter (the “Termination Letter”), in a form substantially
similar to that attached hereto as either Exhibit A or Exhibit B, signed on
behalf of the Company by any of its Co-Chief Executive Officers, and complete
the liquidation of the Trust Account and distribute the Property in the Trust
Account only as directed in the Termination Letter and the other documents
referred to therein. It is agreed that the Trustee shall be entitled to
reasonable compensation for acting a paying agent under this Section (j) and the
Trustee is relieved of any liability for following same.

     

    
      	
              2.

            	
              Limited
      Distributions Of Income From Trust
Account.

            


    

     

    (a)           If
there is any income tax obligation relating to the income from the Property in
the Trust Account, then, at the written instruction of the Company, the Trustee
shall disburse to the Company by wire transfer, out of the Property in the Trust
Account, the amount indicated by the Company as required to pay income
taxes.  Notwithstanding the foregoing, any distribution shall be made only from income
collected on the Property, and in no event shall cause the amount in the Trust
Account to fall below the amount initially deposited into the Trust Account;
and

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           Upon
written request from the Company in a form substantially similar to that
attached hereto as Exhibit C, the Trustee shall distribute to the Company by
wire transfer up to an amount equal to the income
collected on the Property through the last day of the calendar quarter
immediately preceding the date of receipt of the Company’s request; provided,
however, that the maximum amount of distributions, net of taxes, that the
Company may request and the Trustee shall distribute pursuant to this Section
2(b) shall be $2,000,000.  The first such distribution shall include
income through the first full calendar quarter following the effective date of
the IPO, with the Company’s request made after such date.  It is
understood that the Trustee's only responsibility under this section is to
follow the instructions of the Company; and

     

    (c)           Except
as provided in Section 2(a) and 2(b) above, no other distributions from the
Trust Account shall be permitted except in accordance with Sections 1(i) and
1(j) hereof.

     

    
      	
              3.

            	
              Agreements and Covenants of the
      Company. The Company hereby agrees and covenants
  to:

            


    

     

    (a)           Give
all instructions to the Trustee hereunder in writing, signed by the Company’s
Co-Chief Executive Officers. In addition, except with respect to its duties
under Sections 1(c) and 1(i) above, the Trustee shall be entitled to rely on,
and shall be protected in relying on, any verbal or telephonic advice or
instruction which it in good faith believes to be given by any one of the
persons authorized above to give written instructions, provided that the Company
shall promptly confirm such instructions in writing;

     

    (b)           Hold
the Trustee harmless and indemnify the Trustee from and against, any and all
expenses, including reasonable counsel fees and disbursements, or loss suffered
by the Trustee in connection with any action, taken by it hereunder and in
connection with any action suit or other proceeding brought against the Trustee
involving any claim, or in connection with any claim or demand which in any way
arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any income earned from investment of the Property,
except for expenses and losses resulting from the Trustee’s gross negligence or
willful misconduct. Promptly after the receipt by the Trustee of notice of
demand or claim or the commencement of any action, suit or proceeding, pursuant
to which the Trustee intends to seek indemnification under this paragraph, it
shall notify the Company in writing of such claim (hereinafter referred to as
the “Indemnified Claim”). The Trustee shall have the right to conduct and manage
the defense against such Indemnified Claim. The Company may participate in such
action with its own counsel; 

     

    (c)           Pay
the Trustee an initial acceptance fee, an annual fee and a transaction
processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as
set forth on Schedule A hereto, which fees shall be subject to modification by
the parties from time to time.  It is expressly understood that the
Property shall not be used to pay such fees and further agreed that said
transaction processing fees shall be deducted by the Trustee from the
disbursements made to the Company pursuant to Section 2(b).  The
Company shall pay the Trustee the initial acceptance fee and first year’s fee at
the consummation of the IPO and thereafter on the anniversary of the Effective
Date. The Trustee shall refund to the Company the annual fee (on a pro rata
basis) with respect to any period after the liquidation of the Trust
Fund.  The Company shall not be responsible for any other fees or
charges of the Trustee except as set forth in this Section 3(c) and as may be
provided in Section 3(b) hereof (it being expressly understood that the Property
shall not be used to make any payments to the Trustee under such Sections); and


     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d) In the event that the Company
directs the Trustee to commence liquidation of the Trust Account pursuant to
Section 1(j), the Company agrees that it will not direct the Trustee to make any
payments not specifically authorized by this Agreement.

    


    
      	
              4.

            	
              Limitations of Liability. The
      Trustee shall have no responsibility or liability
  to:

            


    

     

    
      	
               
      

            	
              a.

            	
              Imply
      obligations, perform duties, inquire or otherwise be subject to the
      provisions of any agreement or document other than this Agreement and that
      which is expressly set forth
herein;

            


    

    


    
      	
               
      

            	
              b.

            	
              Take
      any action with respect to the Property, other than as directed in Section
      1 hereof and the Trustee shall have no liability to any party except for
      liability arising out of its own gross negligence or willful
      misconduct;

            


    

     

    
      	
               
      

            	
              c.

            	
              Institute
      any proceeding for the collection of any principal and income arising
      from, or institute, appear in or defend any proceeding of any kind with
      respect to, any of the Property unless and until it shall have received
      written instructions from the Company given as provided herein to do so
      and the Company shall have advanced or guaranteed to it funds sufficient
      to pay any expenses incidental
thereto;

            


    

     

    
      	
               
      

            	
              d.

            	
              Change
      the investment of any Property, other than in compliance with Section
      1(c);

            


    

     

    
      	
               
      

            	
              e.

            	
              Refund
      any depreciation in principal of any
Property;

            


    

     

    
      	
               
      

            	
              f.

            	
              Assume
      that the authority of any person designated by the Company to give
      instructions hereunder shall not be continuing unless provided otherwise
      in such designation, or unless the Company shall have delivered a written
      revocation of such authority to the
Trustee;

            


    

     

    
      	
               
      

            	
              g.

            	
              The
      other parties hereto or to anyone else for any action taken or omitted by
      it, or any action suffered by it to be taken or omitted, in good faith and
      in the exercise of its own best judgment, except for its gross negligence
      or willful misconduct. The Trustee may rely conclusively and shall be
      protected in acting upon any order, judgment, instruction, notice, demand,
      certificate, opinion or advice of counsel (including counsel chosen by the
      Trustee which may be Issuer’s counsel), statement, instrument, report or
      other paper or document (not only as to its due execution and the validity
      and effectiveness of its provisions, but also as to the truth and
      acceptability of any information therein contained) which is believed by
      the Trustee, in good faith, to be genuine and to be signed or presented by
      the proper person or persons. The Trustee shall not be bound by any notice
      or demand, or any waiver, modification, termination or rescission of this
      agreement or any of the terms hereof, unless evidenced by a written
      instrument delivered to the Trustee signed by the proper party or parties
      and, if the duties or rights of the Trustee are affected, unless it shall
      give its prior written consent
thereto;

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              h.

            	
              Verify
      the correctness of the information set forth in the Registration Statement
      or to confirm or assure that any acquisition made by the Company or any
      other action taken by it is as contemplated by the Registration
      Statement;

            


    

     

    
      	
               
      

            	
              i.

            	
              Prepare,
      execute and file tax reports, income or other tax returns and pay any
      taxes with respect to income and activities relating to the Trust Account,
      regardless of whether such tax is payable by the Trust Account or the
      Company (including but not limited to income tax obligations), it being
      expressly understood that as set forth in Section 1(i), if there is any
      income or other tax obligation relating to the Trust Account or the
      Property in the Trust Account, as determined from time to time by the
      Company and regardless of  whether such tax is payable by the
      Company or the Trust, at the written instruction of the Company, the
      Trustee shall make funds available in cash from the Property in the Trust
      Account an amount specified by the Company as owing to the applicable
      taxing authority, which amount shall be paid directly to the Company by
      electronic funds transfer, account debit or other method of payment, and
      the Company shall forward such payment to the taxing authority;
      and

            


    

     

    
      	
               
      

            	
              j.

            	
              Verify
      calculations, qualify or otherwise approve Company requests for
      distributions pursuant to Sections 1(i), 2(a) or 2(b)
    above.

            


    

     

    
      	
              5.

            	
              Termination.  This
      Agreement shall terminate as
follows:

            


    

     

    (a)           If
the Trustee gives written notice to the Company that it desires to resign under
this Agreement, the Company shall use its reasonable efforts to locate a
successor trustee. At such time that the Company notifies the Trustee that a
successor trustee has been appointed by the Company and has agreed to become
subject to the terms of this Agreement, the Trustee shall transfer the
management of the Trust Account to the successor trustee, including but not
limited to the transfer of copies of the reports and statements relating to the
Trust Account, whereupon this Agreement shall terminate; provided, however,
that, in the event that the Company does not locate a successor trustee within
ninety days of receipt of the resignation notice from the Trustee, the Trustee
may submit an application to have the Property deposited with the United States
District Court for the Southern District of New York and upon such deposit, the
Trustee shall be immune from any liability whatsoever; and

     

    (b)           At
such time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of Section 1(j) hereof, and distributed the
Property in accordance with the provisions of the Termination Letter, this
Agreement shall terminate except with respect to Section 3(b).

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              6.

            	
              Miscellaneous.

            


    

     

    (a)           The
Company and the Trustee each acknowledge that the Trustee will follow the
security procedures set forth below with respect to funds transferred from the
Trust Account. The Company and the Trustee will each restrict access to
confidential information relating to such security procedures to authorized
persons. Each party must notify the other party immediately if it has reason to
believe unauthorized persons may have obtained access to such information, or of
any change in its authorized personnel. In executing funds transfers, the
Trustee will rely upon all information supplied to it by the Company, including,
account names, account numbers, and all other identifying information relating
to the beneficiary, the beneficiary’s bank or intermediary
bank.  The Trustee shall not be liable for any loss, liability or
expense resulting from any error in the the information or transmission of the
wire.

     

    (b)           This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of New York, without giving effect to conflict of laws. It may
be executed in several counterparts, each one of which shall constitute an
original, and together shall constitute but one instrument.

     

    (c)           This
Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof.  The parties hereto may
change, waive, amend or modify any provision contained herein that may be
defective or inconsistent with any other provision contained herein only upon
the written consent of each of the parties hereto; provided that such action
shall not materially adversely affect the interests of the holders of shares in
the capital of the Company issued in the IPO.  Any other change,
waiver, amendment or modification to this Agreement shall be subject to approval
by a majority of the holders of shares in the capital of the Company
issued in the IPO.  As to any claim, cross-claim or counterclaim
in any way relating to this Agreement, each party waives the right to trial by
jury.

     

    (d)           The
parties hereto consent to the jurisdiction and venue of any state or federal
court located in the City of New York for purposes of resolving any disputes
hereunder.

     

    (e)           Any
notice, consent or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or by facsimile transmission:

     

    if to the
Trustee, to:

     

    Continental
Stock Transfer & Trust Company

    17
Battery Place

    8th
Floor

    New York,
New York 10004

    Attn:
Steven Nelson and Frank Di Paolo

    Fax:
(212) 616-7620

     

    if to the
Company, to:

     

    Cazador
Acquisition Corporation Ltd.

    c/o Arco
Capital Management LLC

    7
Sheinovo Street

    1504
Sofia, Bulgaria

    Attn:
Francesco Piovanetti, Co-Chief Executive Officer


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    with a
copy to:

     

    DLA Piper
LLP (US)

    1251
Avenue of the Americas

    New York,
New York  10020

    Attn: Yvan-Claude Pierre, Esq.

    Attn:
William N. Haddad, Esq.

     

    in either
case with a copy on behalf of the Representatives to:

     

    Rodman
& Renshaw, LLC

    1251
Avenue of the Americas

    New York,
NY 10020

    Attn:
Thomas Pinou, Chief Financial Officer


     

    with a
copy to:

     

    Loeb
& Loeb LLP

    345 Park
Avenue

    New York,
New York  10154

    Attn:  Mitchell
Nussbaum, Esq.


     

    (f)           This
Agreement may not be assigned by the Trustee without the prior consent of the
Company.  This agreement may be assigned by the Company to a
wholly-owned subsidiary of the Company upon written notice to the
Trustee.

     

    (g)           Each
of the Trustee and the Company hereby represents that it has the full right and
power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges
and agrees that it shall not make any claims or proceed against the Trust
Account, including by way of set-off, and shall not be entitled to any part of
the Property under any circumstance.

     

    (h)           The
Trustee hereby consents to the inclusion of Continental Stock Transfer &
Trust Company in the Registration Statement and other materials relating to the
IPO.

     

    [Signature
page follows]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust
Agreement as of the date first written above.

     

    
      
        
          
            
              
                
                  
                    	 
      	
                            CONTINENTAL
      STOCK TRANSFER

                            &
      TRUST COMPANY, as Trustee

                          
	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	
                            Name:

                          	 
      
	 
      	
                            Title:

                          	 
      
	 
      	 
      	 
      
	 
      	
                            CAZADOR
      ACQUISITION CORPORATION LTD.

                          
	 
      	 
      
	 
      	
                            By:

                          	 
      
	 
      	
                            Name:

                          	 
      
	 
      	
                            Title:

                          	 
      


                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    [LETTERHEAD
OF COMPANY]

     

    [INSERT
DATE]

     

    Continental
Stock Transfer & Trust Company

    17
Battery Place

    8th
Floor

    New York,
New York 10004

    Attn:      Steven
Nelson, President

     

    Re:         Trust
Account No. [___________]

    Termination
Letter

     

    Gentlemen:

     

    Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Cazador
Acquisition Corporation Ltd. (the “Company”) and Continental Stock Transfer
& Trust Company (the “Trustee”), dated as of _____________, 2010 (the “Trust
Agreement”), this is to advise you that the Company has entered into an
agreement (“Business Agreement”) with __________________ (the “Target Business”)
to consummate a business combination with Target Business (a “Business
Combination”) on or about [INSERT DATE]. The Company shall notify you at least
48 hours in advance of the actual date of the consummation of the Business
Combination (the “Consummation Date”).

     

    In
accordance with the terms of the Trust Agreement, we hereby authorize you to
commence liquidation of the Trust Account to the effect that, on the
Consummation Date, all of funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company shall direct
in writing on the Consummation Date.

     

    On the
Consummation Date (i) counsel for the Company shall deliver to you written
notification that the Business Combination has been consummated and (ii) the
Company shall deliver to you written instructions with respect to the transfer
of the funds held in the Trust Account (the “Instruction Letter”). You are
hereby directed and authorized to transfer the funds held in the Trust Account
immediately upon your receipt of the counsel’s letter and the Instruction
Letter. In the event that certain deposits held in the Trust Account may not be
liquidated by the Consummation Date without penalty, you will notify the Company
of the same and the Company shall direct you as to whether such funds should
remain in the Trust Account and distributed after the Consummation Date to the
Company. Upon the distribution of all the funds in the Trust Account pursuant to
the terms hereof, the Trust Agreement shall be terminated.

     

    In the
event that the Business Combination is not consummated on the Consummation Date
described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then the funds held in
the Trust Account shall be reinvested as provided in the Trust Agreement on the
business day immediately following the Consummation Date as set forth in the
notice.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            	 
      	
                    Very
      truly yours,

                  
	 
      	 
      
	 
      	 
      
	 
      	
                    By:

                  	 
      


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    [LETTERHEAD
OF COMPANY]

     

    [INSERT
DATE]

     

    Continental
Stock Transfer & Trust Company

    17
Battery Place

    8th
Floor

    New York,
New York 10004

    Attn:  Steven
G. Nelson, President

     

    Re:   Trust
Account No. [_________] Termination Letter

     

    Re:         Trust Account
No.            Termination
Letter

    


    Gentlemen:

    


    Pursuant to paragraph 1(i) of the
Investment Management Trust Agreement between Cazador Acquisition Corporation
Ltd. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of ___________, 2010 (“Trust Agreement”), this is to advise you that
the Company has been unable to effect a Business Combination with a Target
Company within the time frame specified in the Company’s Articles of
Association, as described in the Company’s prospectus relating to its
IPO.

    


    In accordance with the terms of the
Trust Agreement, we hereby authorize you to commence liquidation of the Trust
Account as promptly as practicable to shareholders of record on the Last Date
(as defined in the Trust Agreement).  You will notify the Company in
writing as to when all of the funds in the Trust Account will be available for
immediate transfer (“Transfer Date”) in accordance with the terms of the Trust
Agreement and the Articles of Association of the
Company.  You shall commence distribution of such funds in accordance
with the terms of the Trust Agreement and the Articles of Association of the
Company and you shall oversee the distribution of the funds.  Upon the
distribution of all the funds in the Trust Account, your obligations under the
Trust Agreement shall be terminated.

    


    
      
        
          	
                  CC:

                	 
      	 
      
	 
      	
                  [
      Underwriter ]

                	 
      


        

      

    

    


    
      
        
          
            	 
      	
                    Very
      truly yours,

                  
	 
      	 
      
	 
      	 
      
	 
      	
                    By:

                  	 
      


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    [LETTERHEAD
OF COMPANY]

     

    [Insert
Date]

     

    Continental
Stock Transfer & Trust Company

    17
Battery Place

    New York,
New York 10004

    Attn:  Accounting
Department

    


    Re: Trust
Account No.
[                    ]
— Distribution of Income on Property

     

    Gentlemen:

     

    Pursuant
to Section 2(b) of the Investment
Management Trust Agreement between Cazador Acquisition Corporation Ltd
(“Company”) and Continental Stock Transfer & Trust Company (“Trustee”),
dated as of ________, 2010 (“Trust Agreement”), we are requesting for our
working capital purposes that you deliver to us $______________ representing
income earned on the Property from ___________ to ___________.  In
accordance with the terms of the Trust Agreement, you are hereby directed and
authorized to transfer said amount, less any fees
due the Trustee pursuant to Section 3(c) of the Trust Agreement,
immediately upon your receipt of this letter to the Company’s operating account
at:

     

    
      	
              Bank:

            	
              [_______________]

            
	
              ABA
      #:

            	
              [_______________]

            
	
              Account
      Name:

            	
                                               .

            
	
              Account
      Number:

            	
              [_______________]

            
	
              Reference:

            	
              Distribution
      request

            


    

     

    Very
truly yours,

     

    
      
        
          	
                  By:

                	 
      	 
      


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
D

     

    AUTHORIZED
INDIVIDUAL(S) and telephone numbers

     

    AUTHORIZED
FOR TELEPHONE CALL BACK

     

    
      
        	
                COMPANY:

              	
                Jay
      Johnston or Francesco Piovanetti

                Co-Chief
      Executive Officer and Director

                Cazador
      Acquisition Corporation Ltd.

                c/o
      Arco Capital Management LLC

                7
      Sheinovo Street

                1504
      Sofia, Bulgaria

                Telephone:
      +359 2 895
      2000

              
	 
      	 
      
	
                TRUSTEE:

              	
                Continental
      Stock Transfer  & Trust Company

                17
      Battery Place

                8th
      Floor

                New
      York, New York 10004

                Attn: 
      Frank Di Paolo

              
	 
      	
                Telephone: (212)
      845-3270

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
A

    


    Schedule
of fees pursuant to Section 3(c) of Investment Management Trust
Agreement

    between
Cazador Acquisition Corporation Ltd and

    Continental
Stock Transfer & Trust Company

    


    
      
        
          
            
              
                
                  	
                          Fee
      Item

                        	 	
                          Time
      and method of

                          payment

                        	 	
                          Amount

                        	 
	
                          Initial
      acceptance fee

                        	 	
                          Initial
      closing of IPO by wire transfer

                        	 	$	1,000	 
	
                          Annual
      fee

                        	 	
                          First
      year, initial closing of IPO by wire transfer; thereafter on the
      anniversary of the effective date of the IPO by wire transfer or
      check

                        	 	$	5,000	 
	
                          Transaction
      processing fee for disbursements to Company under Sections 2(a) and
      2(b)

                        	 	
                          Deduction
      by Trustee from disbursement made to Company under Section
      2(b)

                        	 	$	250	 


                

              

            

          

        

      

    

    


    
      
        
          
            
              	 
      	
                      Agreed:

                    
	
                      Dated:  _________,
      20010

                    	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Authorized
      Officer

                    
	 
      	 
      
	 
      	
                      Continental
      Stock Transfer & Trust Co.

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	 
      	
                      Authorized
      Officer