Unassociated Document


    EXHIBIT
10.5

     

    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 [•],
2010

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 
      	 
      	
                                                    Page

                                                  
	 
      	 
      	 
      
	
                                                    ARTICLE
      I

                                                  	
                                                    DEFINITIONS

                                                  	
                                                    1

                                                  
	 
      	 
      	 
      
	
                                                    ARTICLE
      II

                                                  	
                                                    REGISTRATION
      RIGHTS

                                                  	
                                                    4

                                                  
	 
      	 
      	 
      
	
                                                    2.1

                                                  	
                                                    Demand Registration

                                                  	
                                                    4

                                                  
	 
      	 
      	 
      
	
                                                    2.2

                                                  	
                                                    Piggy-Back Registration

                                                  	
                                                    6

                                                  
	 
      	 
      	 
      
	
                                                    2.3

                                                  	
                                                    Form F-3 Registrations

                                                  	
                                                    8

                                                  
	 
      	 
      	 
      
	
                                                    2.4

                                                  	
                                                    Automatic Shelf Registration
      Statement

                                                  	
                                                    8

                                                  
	 
      	 
      	 
      
	
                                                    2.5

                                                  	
                                                    Permitted Delays

                                                  	
                                                    9

                                                  
	 
      	 
      	 
      
	
                                                    ARTICLE
      III

                                                  	
                                                    REGISTRATION;
      PROCEDURES

                                                  	
                                                    9

                                                  
	 
      	 
      	 
      
	
                                                    3.1

                                                  	
                                                    Filings; Information

                                                  	
                                                    9

                                                  
	 
      	 
      	 
      
	
                                                    3.2

                                                  	
                                                    Obligation to Suspend
      Distribution

                                                  	
                                                    13

                                                  
	 
      	 
      	 
      
	
                                                    3.3

                                                  	
                                                    Registration Expenses

                                                  	
                                                    13

                                                  
	 
      	 
      	 
      
	
                                                    3.4

                                                  	
                                                    Information

                                                  	
                                                    14

                                                  
	 
      	 
      	 
      
	
                                                    ARTICLE
      IV

                                                  	
                                                    INDEMNIFICATION
      AND CONTRIBUTION

                                                  	
                                                    14

                                                  
	 
      	 
      	 
      
	
                                                    4.1

                                                  	
                                                    Indemnification by the
    Company

                                                  	
                                                    14

                                                  
	 
      	 
      	 
      
	
                                                    4.2

                                                  	
                                                    Indemnification by Holders

                                                  	
                                                    15

                                                  
	 
      	 
      	 
      
	
                                                    4.3

                                                  	
                                                    Conduct of Indemnification
      Proceedings

                                                  	
                                                    15

                                                  
	 
      	 
      	 
      
	
                                                    4.4

                                                  	
                                                    Contribution

                                                  	
                                                    16

                                                  
	 
      	 
      	 
      
	
                                                    ARTICLE
      V

                                                  	
                                                    UNDERWRITING
      AND DISTRIBUTION

                                                  	
                                                    17

                                                  
	 
      	 
      	 
      
	
                                                    5.1

                                                  	
                                                    Rule 144

                                                  	
                                                    17

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        -i-

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    (continued)

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 
      	 
      	
                                                PAGE

                                              
	 
      	 
      	 
      
	
                                                ARTICLE
      VI

                                              	
                                                MISCELLANEOUS

                                              	
                                                17

                                              
	 
      	 
      	 
      
	
                                                6.1

                                              	
                                                Other Registration Rights

                                              	
                                                17

                                              
	 
      	 
      	 
      
	
                                                6.2

                                              	
                                                Assignment; No Third Party
      Beneficiaries

                                              	
                                                17

                                              
	 
      	 
      	 
      
	
                                                6.3

                                              	
                                                Stock Splits, etc

                                              	
                                                17

                                              
	 
      	 
      	 
      
	
                                                6.4

                                              	
                                                Notices

                                              	
                                                17

                                              
	 
      	 
      	 
      
	
                                                6.5

                                              	
                                                Severability

                                              	
                                                18

                                              
	 
      	 
      	 
      
	
                                                6.6

                                              	
                                                Counterparts

                                              	
                                                18

                                              
	 
      	 
      	 
      
	
                                                6.7

                                              	
                                                Entire Agreement

                                              	
                                                19

                                              
	 
      	 
      	 
      
	
                                                6.8

                                              	
                                                Modifications and
Amendments

                                              	
                                                19

                                              
	 
      	 
      	 
      
	
                                                6.9

                                              	
                                                Titles and Headings

                                              	
                                                19

                                              
	 
      	 
      	 
      
	
                                                6.10

                                              	
                                                Waivers and Extensions

                                              	
                                                19

                                              
	 
      	 
      	 
      
	
                                                6.11

                                              	
                                                Remedies Cumulative

                                              	
                                                19

                                              
	 
      	 
      	 
      
	
                                                6.12

                                              	
                                                Governing Law; Submission to
      Jurisdiction

                                              	
                                                19

                                              
	 
      	 
      	 
      
	
                                                6.13

                                              	
                                                Waiver of Trial by Jury

                                              	
                                                20

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        -ii-

        
          

        

      

      
         


      

    


    REGISTRATION
RIGHTS AGREEMENT

     

    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”).

     

    WHEREAS,
the Sponsor and the Initial Holders currently hold all of the issued and
outstanding securities of the Company, consisting of 1,437,500 ordinary shares,
par value $0.0001 per share (the “Ordinary  Shares”)
(such Ordinary Shares, the “Sponsor
Shares”).

     

    WHEREAS,
the Sponsor has agreed to purchase from the Company an aggregate of 4,940,000
warrants (the “Sponsor
Warrants”) at a price of $0.50 per Sponsor Warrant in a private placement
that will occur immediately prior to the closing of the Company’s initial public
offering; and

     

    WHEREAS,
the Sponsor and the Company desire to enter into this Agreement to provide the
Sponsor with certain rights relating to the registration of (i) the Sponsor
Shares, (ii) the Sponsor Warrants and the Ordinary Shares issuable upon exercise
of the Sponsor Warrants and (iii) any Units purchased by the Sponsor in the
Company’s initial public offering or thereafter, and the Ordinary Shares and
Warrants comprising (or that were formerly part of) such Units and the Ordinary
Shares issuable upon exercise of such Warrants.

     

    NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the
parties hereto agree as follows:

     

    ARTICLE
I

    DEFINITIONS

     

    The
following capitalized terms used herein have the following
meanings:

     

    “Adverse Disclosure”
is defined in Section 2.1(h).

     

    “Affiliate” has the
meaning set forth in Rule 144 promulgated under the Securities Act (in effect on
the date hereof).

     

    “Agreement” means this
Agreement, as amended, restated, supplemented or otherwise modified from time to
time.

     

    “Automatic Shelf Registration
Statement” means an “automatic shelf registration statement” as defined
in Rule 405 promulgated under the Securities Act (in effect on the date
hereof).

     

    
      
         


      

      
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    “Commission” means the
U.S. Securities and Exchange Commission or any successor entity.

     

    “Demand Registration”
is defined in Section
2.1(a).

     

    “Demanding Holder” is
defined in Section
2.1(a).

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder, all as the same shall be in effect at
the time.

     

    “Form F-3” is defined
in Section
2.3(a).

     

    “Indemnified Party” is
defined in Section
4.3.

     

    “Indemnifying Party”
is defined in Section
4.3.

     

    “Individual Holders”
means (i) the Initial Holders, (ii) any other current or future officers or
directors of the Company or employees of Cazador Holdings Ltd., a Cayman Islands
exempted company incorporated with limited liability and sole shareholder of the
Sponsor, who receive or acquire Registrable Securities from the Sponsor after
the date hereof, and (iii) any Permitted Transferees (other than the Sponsor) of
such persons described in (i) (but only to the extent that after the date hereof
any such Permitted Transferees acquire Registrable Securities from such
persons).

     

    “Initial Business
Combination” means the Company’s acquisition of direct or indirect
ownership through a merger, share capital exchange, asset acquisition, share
purchase, reorganization or similar business combination, with one or more
operating businesses or assets.

     

    “Inspector” is defined
in Section 3.1(h).

     

    “Permitted Transferee”
is a person or entity that receives such securities pursuant to a transfer (i)
to one or more of the Company’s officers, directors or initial unitholders, (ii)
to an affiliate or an affiliated entity under common control with the
transferor, (iii) to an entity’s beneficiaries upon its liquidation or
distribution, (iv) to relatives and trusts for estate planning purposes, (v) by
virtue of the laws of descent and distribution upon death or (vi) pursuant to a
qualified domestic relations order; and in each case the transferee enters into
a written agreement agreeing (i) to be bound by the transfer restrictions
described above, (ii) to vote in accordance with the majority of the Ordinary
Shares voted by Public Shareholders and (iii) to waive any rights to participate
in any liquidation distribution if the Company fails to consummate an Initial
Business Combination and, in the case of the Sponsor Shares subject to
forfeiture, agreeing to forfeit such Sponsor Shares to the extent that the
Underwriters’ over-allotment option is not exercised.

     

    “Piggy-Back
Registration” is defined in Section 2.2(a).

     

    “Pro Rata” is defined
in Section 2.1(d).

     

    
      
         


      

      
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    “Records” is defined
in Section 3.1(h).

     

    “Registrable
Securities” means (i) the Sponsor Shares, (ii) the Sponsor Warrants and
the Ordinary Shares issuable upon exercise of the Sponsor Warrants, and (iii)
any Units purchased by the Sponsor in the Company’s initial public offering or
thereafter, and the Ordinary Shares and Warrants comprising (or that were
formerly part of) such Units and the Ordinary Shares issuable upon exercise of
the Warrants.  Registrable Securities include any shares of capital
stock, warrants or other securities of the Company issued as a dividend or other
distribution with respect to or in exchange for or in replacement of Registrable
Securities.  As to any particular Registrable Securities, such
securities shall cease to be Registrable Securities when: (a) a Registration
Statement with respect to the sale of such securities shall have become
effective under the Securities Act; (b) such securities shall have been
otherwise transferred, new certificates for them not bearing a legend
restricting further transfer shall have been delivered by the Company and
subsequent public distribution of them shall not require registration under the
Securities Act; (c) such securities shall have ceased to be outstanding; or (d)
the entire amount of the Registrable Securities held by any Holder may be sold
in a single sale, in the opinion of counsel reasonably satisfactory to the
Company, without any limitation as to volume or manner of sale pursuant to Rule
144 (or any successor rule or regulation) under the Securities Act.

     

    “Registration
Statement” means a registration statement filed by the Company with the
Commission in compliance with the Securities Act for a public offering and sale
of Registrable Securities (other than a registration statement on Form F-4 or
F-8 (or any successor or substantially similar form), or in connection with (i)
an employee share option, share purchase or compensation plan or securities
issued or issuable or pursuant to any such plan or (ii) a dividend reinvestment
plan.

     

    “Release Date” the day
following the consummation of an Initial Business Combination.

     

    “Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations of the
Commission promulgated thereunder, all as the same shall be in effect at the
time.

     

    “Underwriter” means a
securities dealer who purchases any Registrable Securities as principal in an
underwritten offering and not as part of such dealer’s market-making
activities.

     

    “Warrant Agreement”
means the warrant agreement, dated _______, 2010, between the Company and
Continental Stock Transfer & Trust Company, as warrant agent.

     

    
      
         


      

      
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    ARTICLE
II

    REGISTRATION
RIGHTS

     

    2.1          Demand
Registration.

     

    (a)           Request for
Registration.  At any time on or after the Release Date, the
Holders of a majority-in-interest, on an as-converted to Ordinary Share basis,
of such Registrable Securities may make a written demand for registration under
the Securities Act of all or part of their Registrable Securities (each such
demand, a “Demand
Registration”); provided that any
Registration Statement filed with the Commission with respect to a Demand
Registration shall not be declared effective before the Release Date and
provided, further, that the holders of the Registrable Securities propose to
sell Registrable Securities at an aggregate price to the public of at least
$500,000.  Any demand for a Demand Registration shall specify the
class and number of shares of Registrable Securities proposed to be sold and the
intended method(s) of distribution thereof.  The Company will promptly
notify all Holders of the Demand Registration, and each Holder who wishes to
include all or a portion of such Holder’s Registrable Securities in the Demand
Registration (each such Holder including shares of Registrable Securities in
such registration, a “Demanding Holder”)
shall so notify the Company in writing within 10 days after the receipt by the
Holder of the notice from the Company.  Upon receipt by the Company of
any such notice, the Demanding Holders shall be entitled to have their
Registrable Securities included in the Demand Registration, subject to Sections 2.1(d) and
2.1(f).  The
Company shall not be obligated to effect more than two Demand Registrations in
respect of all Registrable Securities under this Section
2.1(a).

     

    (b)           Effective
Registration.  A registration will not count as a Demand
Registration until the Registration Statement filed with the Commission with
respect to such Demand Registration has been declared effective and the Company
has complied with all of its material obligations under this Agreement with
respect thereto; provided, however, that if,
after such Registration Statement has been declared effective, the offering of
Registrable Securities pursuant to a Demand Registration is interfered with by
any stop order or injunction of the Commission or any other governmental agency
or court, the Registration Statement with respect to such Demand Registration
will be deemed not to have been declared effective, unless and until (i) such
stop order or injunction is removed, rescinded or otherwise terminated and (ii)
a majority-in-interest, on an as-converted to Ordinary Share basis, of the
Demanding Holders thereafter elect to continue the offering; provided, further, that the
Company shall not be obligated to file a second Registration Statement until a
Registration Statement that has been filed is counted as a Demand Registration
or is terminated.

     

    (c)           Underwritten
Offering.  If a majority-in-interest, on an as-converted to
Ordinary Share basis, of the Demanding Holders so elects and such Holders so
advise the Company as part of their written demand for a Demand Registration,
the offering of such Registrable Securities pursuant to such Demand Registration
shall be in the form of an underwritten offering with one or more investment
banking firms of national reputation to act as the managing Underwriter or
Underwriters of the offering.  In such event, the right of any Holder
to include its Registrable Securities in such registration shall be conditioned
upon such Holder’s participation in such underwriting and the inclusion of such
Holder’s Registrable Securities in the underwriting to the extent provided
herein.  All Demanding Holders proposing to distribute their
securities through such underwriting shall enter into an underwriting agreement
in customary form with the Underwriter or Underwriters selected for such
underwriting by a majority-in-interest, on an as-converted to Ordinary Share
basis, of the Demanding Holders, which Underwriter or Underwriters shall be
reasonably acceptable to the Company.

     


    
      
         


      

      
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    (d)           Reduction of
Offering.  If the managing Underwriter or Underwriters for a
Demand Registration that is to be an underwritten offering advises the Company
and the Demanding Holders in writing that the dollar amount or number or amount
of Registrable Securities that the Demanding Holders desire to sell, taken
together with all other Ordinary Shares or other securities that the Company
desires to sell and the Ordinary Shares, if any, as to which registration has
been requested pursuant to written contractual piggy-back registration rights
held by other shareholders of the Company who desire to sell, exceeds the
maximum dollar amount or maximum number of securities that the Underwriter or
Underwriters believes can be sold in such offering without adversely affecting
the proposed offering price, the timing, the distribution method or the
probability of success of such offering (such maximum dollar amount or maximum
number of securities, as applicable, the “Maximum Threshold”),
then the Company shall include in such registration: (i) first, the Registrable
Securities as to which Demand Registration has been requested by the Demanding
Holders (pro rata in accordance with the number of shares (including Sponsor
Units and Warrants, on an as-converted to Ordinary Share basis) that each such
person has requested be included in such registration, regardless of the number
of shares held by each such person (such proportion is referred to herein as
“Pro Rata”)) that can be
sold without exceeding the Maximum Threshold; (ii) second, to the extent that
the Maximum Threshold has not been reached under the foregoing clause (i), the
Ordinary Shares or other securities that the Company desires to sell that can be
sold without exceeding the Maximum Threshold; and (iii) third, to the extent
that the Maximum Threshold has not been reached under the foregoing clauses (i)
and (ii) collectively, the Ordinary Shares or other securities that the Company
is obligated to register for the account of other persons pursuant to written
contractual arrangements with such persons and that can be sold without
exceeding the Maximum Threshold.

     

    (e)           Withdrawal.  If
a majority-in-interest, on an as-converted to Ordinary Share basis, of the
Demanding Holders disapproves of the terms of any underwriting or is not
entitled to include all of its Registrable Securities in any offering, such
majority-in-interest of the Demanding Holders may elect to withdraw from such
offering by giving written notice to the Company and the Underwriter or
Underwriters of its request to withdraw prior to the effectiveness of the
Registration Statement filed with the Commission with respect to such Demand
Registration.  If the majority-in-interest, on an as-converted to
Ordinary Share basis, of the Demanding Holders withdraws from a proposed
offering relating to a Demand Registration, then the Company shall withdraw the
Registration Statement related to such offering with regards to all such
Demanding Holders and such registration shall not count as a Demand Registration
provided for in Section
2.1(a).  Notwithstanding any such withdrawal, the Company shall
pay all expenses incurred by the Holders in connection with such Demand
Registration as provided in Section
3.3.

     

    (f)           Permitted
Delays.  The Company shall be entitled to postpone the filing
of any Registration Statement under this Section 2.1 if (i) at
any time prior to the filing of such Registration Statement the Board of
Directors of the Company determines, in its good faith business judgment, that
such registration and offering would materially and adversely affect any
financing, acquisition, corporate reorganization or other material transaction
involving the Company and (ii) the Company delivers the Demanding Holders
written notice thereof within 10 business days of the date of receipt of such
request for a Demand Registration; provided that all
such periods of postponement may not exceed 90 days during any 365-day
period.

     

    
      
         


      

      
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    (g)           Cancellation of
Registration.  A majority-in-interest, on an as converted to
Ordinary Share basis, of the Demanding Holders shall have the right to cancel a
proposed registration of Registrable Securities pursuant to Section 2.1 when (i)
in their discretion, market conditions are so unfavorable as to be seriously
detrimental to an offering pursuant to such registration or (ii) the request for
cancellation is based upon material adverse information or event relating to the
Company that was unknown to the Demanding Holders at the time of their written
request for a Demand Registration.  Such cancellation of a
registration shall not be counted as one of the two Demand Registrations
provided for in Section
2.1(a).

     

    (h)           Suspension of
Registration.  If the filing, initial effectiveness or
continued use of a Registration Statement in respect of a Demand Registration at
any time would require the Company to make an Adverse Disclosure or would
require the inclusion in such Registration Statement of financial statements
that are unavailable to the Company for reasons beyond the Company’s control,
the Company may, upon giving prompt written notice of such action to the
Holders, delay the filing or initial effectiveness of, or suspend use of, such
Registration Statement for the shortest possible period of time determined in
good faith by the Company to be necessary for such purpose.  In the
event the Company exercises its rights under the preceding sentence, the Holders
agree to suspend, immediately upon their receipt of notice referred to above,
their use of the prospectus relating to the Demand Registration in connection
with any sale or offer to sell Registrable Securities.  The Company
shall immediately notify the Holders of the expiration of any period during
which it exercised rights under this Section
2.1(h).  For the purpose of this Section 2.1(h),
“Adverse
Disclosure” means public disclosure of material non-public information,
which, in the good faith judgment of the Chairman of the Board of Directors, the
principal executive officer or the principal financial officer of the Company,
after consultation with counsel to the Company, (i) would be required to be made
in any Registration Statement or prospectus in order for the applicable
Registration Statement or prospectus not to contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein in light of the circumstances under which they were made not
misleading, (ii) would not be required to be made at such time if the
Registration Statement were not being filed and (iii) the Company has a bona
fide business purpose for not publicly making such public
disclosure.

     

    2.2          Piggy-Back
Registration.

     

    (a)           Piggy-Back
Rights.  If at any time on or after the Release Date, the
Company proposes to file a Registration Statement under the Securities Act with
respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities, by the
Company for its own account or for shareholders of the Company for their account
other than pursuant to Section 2.1, then the
Company shall (i) give written notice of such proposed filing to the Holders as
soon as practicable but in no event less than 10 business days before the
intended filing date, which notice shall disclose the amount and type of
securities to be included in such Registration Statement, the intended method(s)
of distribution and the name of the proposed managing Underwriter or
Underwriters, if any and (ii) offer to the Holders in such notice the
opportunity to register the sale of such number or amount of Registrable
Securities as such Holders may request in writing within 10 days following
receipt of such notice (a “Piggy-Back
Registration”).  The Company shall cause such Registrable
Securities to be included in such registration and shall use its commercially
reasonable efforts to cause the managing Underwriter or Underwriters of a
proposed underwritten offering to permit the Registrable Securities requested to
be included in a Piggy-Back Registration on the same terms and conditions as any
similar securities of the Company and to permit the sale or other disposition of
such Registrable Securities in accordance with the intended method(s) of
distribution thereof.  All Holders proposing to distribute their
securities through a Piggy-Back Registration that involves an Underwriter or
Underwriters shall enter into an underwriting agreement in customary form with
the Underwriter or Underwriters selected for such Piggy-Back
Registration.

     

    
      
         


      

      
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    (b)          Reduction of
Offering.  If the managing Underwriter or Underwriters for a
Piggy-Back Registration that is to be an underwritten offering advises the
Company and the Holders in writing that the dollar amount or number or amount of
securities which the Company desires to sell, taken together with the Ordinary
Shares or other securities, if any, as to which registration has been demanded
pursuant to written contractual arrangements with persons other than the Holders
hereunder, the Registrable Securities as to which registration has been
requested under this Section 2.2, and the
securities, if any, as to which registration has been requested pursuant to the
written contractual piggy-back registration rights of other shareholders of the
Company, exceeds the Maximum Threshold, then the Company shall include in any
such registration:

     

    (i)           If
the registration is undertaken for the Company’s account: (A) first, the
Ordinary Shares or other securities that the Company desires to sell that can be
sold without exceeding the Maximum Threshold; (B) second, to the extent that the
Maximum Threshold has not been reached under the foregoing clause (A), the
Ordinary Shares or other securities, if any, comprised of Registrable Securities
as to which Piggy-Back Registration has been requested pursuant to Section 2.2(a), Pro
Rata, that can be sold without exceeding the Maximum Threshold; and (C) third,
to the extent that the Maximum Threshold has not been reached under the
foregoing clauses (A) and (B) collectively, the Ordinary Shares or other
securities that the Company is obligated to register for the account of other
persons pursuant to written contractual piggy-back registration rights with such
persons and that can be sold without exceeding the Maximum Threshold;
and

     

    (ii)          If
the registration is a “demand” registration undertaken at the demand of persons
other than the Holders, (A) first, the Ordinary Shares or other securities for
the account of the demanding persons that can be sold without exceeding the
Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not
been reached under the foregoing clause (A), the Ordinary Shares or other
securities that the Company desires to sell that can be sold without exceeding
the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has
not been reached under the foregoing clauses (A) and (B) collectively, the
Ordinary Shares or other securities comprised of Registrable Securities, Pro
Rata, as to which Piggy-Back Registration has been requested pursuant to Section 2.2(a), that
can be sold without exceeding the Maximum Threshold; and (D) fourth, to the
extent that the Maximum Threshold has not been reached under the foregoing
clauses (A), (B) and (C) collectively, the Ordinary Shares or other securities
that the Company is obligated to register for the account of other persons
pursuant to written contractual arrangements with such persons, that can be sold
without exceeding the Maximum Threshold.

     

    
      
         


      

      
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    (c)           Withdrawal.  Any
Holder may elect to withdraw such Holder’s request for inclusion of Registrable
Securities in any Piggy-Back Registration by giving written notice to the
Company of such request to withdraw prior to the effectiveness of the
Registration Statement.  The Company (whether on its own determination
or as the result of a withdrawal by persons making a demand pursuant to written
contractual obligations) may withdraw a Registration Statement filed pursuant to
this Section
2.2 at any time prior to the effectiveness of the Registration
Statement.

     

    2.3          Form F-3
Registrations.

     

    (a)           Requests for a Form F-3
Registration.  The holders of Registrable Securities may at any
time and from time to time following 30 days after the consummation of an
Initial Business Combination, request in writing that the Company register the
resale of any or all of such Registrable Securities on Form F-3 or any similar
short-form registration (an “F-3 Registration”)
which may be available at such time (“Form F-3”); provided, however, that the
Company shall not be obligated to effect such request through an underwritten
offering.  Upon receipt of such written request, the Company will
promptly give written notice of the proposed registration to all other holders
of Registrable Securities, and, as soon as practicable thereafter, effect the
registration of all or such portion of such Holder or Holders joining in such
request as are specified in a written request given within fifteen (15) days
after receipt of such written notice from the Company; provided, however, that the
Company shall not be obligated to effect any such registration pursuant to this
Section 2.3:  (i) if Form F-3 is not available for such offering; or
(ii) if the holders of the Registrable Securities, together with the holders of
any other securities of the Company entitled to inclusion in such registration,
propose to sell Registrable Securities and such other securities (if any) at any
aggregate price to the public of less than $500,000.  Registrations
effected pursuant to this Section 2.3 shall not be counted as Demand
Registrations effected pursuant to Section 2.1.

     

    (b)           Expenses.  Except
as provided in Section
3.3, the Company shall bear all registration expenses in connection with
any F-3 Registration pursuant to this Section 2.3, whether
or not such F-3 Registration becomes effective.

     

    2.4          Automatic Shelf Registration
Statement.  If a Form F-3 is an Automatic Shelf Registration
Statement and such Automatic Shelf Registration Statement becomes effective
without naming the selling security holders or disclosing the amount of
securities offered, upon written request by the Holders participating in the
offering, the Company shall, as promptly as practicable after receiving such
request, (i) file with the Commission a prospectus supplement naming the selling
security holders and the amount of Registrable Securities to be offered and
include, to the extent not included or incorporated by reference in the
Registration Statement, any other information omitted from the prospectus used
in connection with such Registration Statement as permitted by Rule 430B
promulgated under the Securities Act (including the plan of distribution) and
(ii) pay any necessary filing fees to the Commission within the time period
required.

     

    
      
         


      

      
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    2.5          Permitted
Delays.  The Company shall be entitled to postpone the filing
of any Registration Statement under Section 2.3 if (i) at
any time prior to the filing of such Registration Statement the Board of
Directors of the Company determines, in its good faith business judgment, that
such registration and offering would materially and adversely affect any
financing, acquisition, corporate reorganization or other material transaction
involving the Company, and (ii) the Company delivers the Holders requesting such
registration written notice thereof within 10 business days of the date of
receipt of such request; provided, that all
such periods of postponement may not exceed 90 days in the aggregate during any
365-day period.

     

    ARTICLE
III

    REGISTRATION;
PROCEDURES.

     

    3.1          Filings;
Information.  Whenever the Company is required to effect the
registration of any Registrable Securities pursuant to Article II, the
Company shall use its reasonable efforts to effect the registration and sale of
such Registrable Securities in accordance with the intended method(s) of
distribution thereof as promptly as reasonably practicable, and in connection
with any such request:

     

    (a)           Filing Registration
Statement.  Subject to Sections 2.1(f) and
(h) and 2.5, the Company
shall, as promptly as reasonably practicable, and in any event within 90 days
after receipt of a request for a Demand Registration pursuant to Section 2.1 or a
request for an F-3 Registration pursuant to Section 2.3, prepare
and file with the Commission a Registration Statement on any applicable form for
which the Company then qualifies or which counsel for the Company shall deem
appropriate and which form shall be available for the sale of all Registrable
Securities to be registered thereunder in accordance with the intended method(s)
of distribution thereof, and shall use its commercially reasonable efforts to
cause such Registration Statement to become and remain effective for the period
required by Section
3.1(b).  Before filing with the Commission a Registration
Statement or prospectus or any amendment or supplement thereto, including
documents incorporated by reference, the Company shall furnish to the Holders
included in such Registration Statement and to one firm of legal counsel
selected by a majority-in-interest, on an as-converted to Ordinary Share basis,
of the Demanding Holders, copies of all such documents proposed to be filed
sufficiently in advance of filing to provide such Holders and legal counsel with
a reasonable opportunity to review such documents and comment thereon, and the
Company shall not file any Registration Statement or prospectus or amendment or
supplement thereto, including documents incorporated by reference, to which such
Holders or their legal counsel shall reasonably object.

     

    (b)           Amendments and
Supplements.  The Company shall prepare and file with the
Commission such amendments, including post-effective amendments, and supplements
to such Registration Statement and the prospectus used in connection therewith
as may be necessary to keep such Registration Statement effective and in
compliance with the provisions of the Securities Act until all Registrable
Securities and other securities covered by such Registration Statement have been
disposed of in accordance with the intended method(s) of distribution set forth
in such Registration Statement (which period shall not exceed the sum of 180
days (or, in the case of an F-3 Registration Statement, three years from the
effective date of the Registration Statement if such Registration Statement is
filed pursuant to Rule 415 promulgated under the Securities Act (or any
successor rule or regulation)) plus any period during which any such disposition
is interfered with by any stop order or injunction of the Commission or any
governmental agency or court).

     

    
      
         


      

      
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    (c)           Copies.  The
Company shall, upon request, furnish without charge to the Holders included in
such Registration Statement, and the Holders’ legal counsel, copies of such
Registration Statement, each amendment and supplement thereto (in each case
including all exhibits thereto and documents incorporated by reference therein),
the prospectus included in such Registration Statement (including each
preliminary prospectus), any prospectus filed under Rule 424 under the
Securities Act as each such Holder or their legal counsel may reasonably request
in order to facilitate the disposition of the Registrable Securities owned by
such Holders.

     

    (d)           State Securities Laws
Compliance.  The Company shall, as promptly as practicable, (i)
register or qualify the Registrable Securities covered by the Registration
Statement under such securities or “blue sky” laws of such jurisdictions in the
United States as the Holders included in such Registration Statement (in light
of their intended plan of distribution) may request and (ii) take such action
necessary to cause such Registrable Securities covered by the Registration
Statement to be registered with or approved by such other governmental
authorities as may be necessary by virtue of the business and operations of the
Company and do any and all other acts and things that may be necessary or
advisable to enable the Holders included in such Registration Statement to
consummate the disposition of such Registrable Securities in such jurisdictions;
provided, however, that the Company shall
not be required to qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this paragraph, subject
itself to taxation in any such jurisdiction or consent to general service of
process in any such jurisdiction.

     

    (e)           Notification.  After
the filing of a Registration Statement, the Company shall promptly, and in no
event more than two business days after such filing, notify the Holders included
in such Registration Statement of such filing, and shall further notify such
Holders in writing within two business days of the occurrence of any of the
following: (i) when a prospectus, any prospectus supplement, or a post-effective
amendment to the Registration Statement has been filed with the Commission, and
with respect to the Registration Statement or any post-effective amendment, when
the same becomes effective; (ii) the issuance or threatened issuance by the
Commission of any stop order (and the Company shall take all reasonable actions
required to prevent the entry of such stop order or to remove it if entered);
(iii) any request by the Commission for any amendment or supplement to such
Registration Statement, any prospectus relating thereto or for additional
information; or (iv) the existence of any fact or happening of any event of
which the Company has knowledge which makes any statement of a material fact in
such Registration Statement, related prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue or which would require the
making of any changes in such Registration Statement or prospectus in order
that, in the case of the Registration Statement, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
that in the case of such prospectus, it will not contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.  The Company shall, as
promptly as practicable upon the occurrence of any event contemplated by the
foregoing clause (iv), prepare a supplement or amendment to such Registration
Statement and related prospectus and furnish to each Holder participating in the
offering to which such Registration Statement relates a reasonable number of
copies of such supplement to, or amendment of, such Registration Statement or
prospectus as may be necessary so that, after delivery to the purchasers of such
Registrable Securities, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and that in the case of such prospectus, it will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.

     

    
      
         


      

      
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    (f)   
        Agreements for
Disposition.  The Company shall enter into customary agreements
(including, if applicable, an underwriting agreement in customary form) and take
such other actions as are reasonably required in order to expedite or facilitate
the disposition of such Registrable Securities.  The representations,
warranties and covenants of the Company in any underwriting agreement that are
made to or for the benefit of any Underwriters, to the extent applicable, shall
also be made to and for the benefit of the Holders included in such Registration
Statement.  Holders shall agree to such covenants and indemnification
and contribution obligations from selling stockholders as are customarily
contained in underwriting agreements.  Further, such Holders shall
cooperate fully in the preparation of the Registration Statement and other
documents relating to any offering in which they include securities pursuant to
Article II
hereof; provided, however, that such
cooperation shall be limited to furnishing to the Company such information
regarding itself, the Registrable Securities held by such Holder and the
intended method of distribution of such securities as shall be reasonably
required to effect the registration of the Registrable Securities.

     

    (g)           Cooperation.  The
principal executive officer of the Company, the principal financial officer of
the Company, the principal accounting officer of the Company and all other
officers and members of the management of the Company shall cooperate fully in
any offering of Registrable Securities hereunder, which cooperation shall
include, without limitation, the preparation of the Registration Statement with
respect to such offering and all other offering materials and related documents,
and participation in meetings with Underwriters, attorneys, accountants and
potential investors.

     

    (h)           Records.  The
Company shall make available for inspection by the Holders included in such
Registration Statement, any Underwriter participating in any disposition
pursuant to such Registration Statement and any attorney, accountant or other
professional retained by the Holders included in such Registration Statement or
any Underwriter (each an “Inspector” and,
collectively, the “Inspectors”), all
financial and other records, pertinent corporate documents and properties of the
Company (collectively, the “Records”), as shall
be necessary to enable them to exercise their due diligence responsibility, and
cause the Company’s officers, directors and employees to supply all information
reasonably requested by any of them in connection with such Registration
Statement.  Records that the Company determines, in good faith, to be
confidential and which it notifies the Inspectors are confidential shall not be
disclosed by the Inspectors (and the Inspectors shall confirm their agreement in
writing in advance to the Company if the Company shall so request) unless (x)
the disclosure of such Records is necessary, in the Company’s judgment, to avoid
or correct a misstatement or omission in the Registration Statement, (y) the
release of such Records are ordered pursuant to a subpoena or other order from a
court of competent jurisdiction after exhaustion of all appeals therefrom or (z)
the information in such Records was known to the Inspectors on a
non-confidential basis prior to its disclosure by the Company or has been made
generally available to the public.  Each Holder participating in an
offering agrees that it shall, upon learning that disclosure of such Records is
sought in a court of competent jurisdiction, promptly give notice to the Company
and allow the Company, at the Company’s expense, to undertake appropriate action
to prevent disclosure of the Records deemed confidential.  In the
event that the Company is unsuccessful in preventing the disclosure of such
Records, such Holder agrees that it shall furnish only such portion of those
Records which it is advised by counsel is legally required and shall, at the
Company’s expense, exercise all reasonable efforts to obtain reliable assurance
that confidential treatment will be accorded to those Records.

     

    
      
         


      

      
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    (i)           Opinions and Comfort
Letters.  If a Registration Statement in respect of Registrable
Securities includes an underwritten public offering, the Company shall furnish
or cause to be furnished to the participating Holders and the managing
Underwriter or Underwriters such documents and certificates from the Company’s
independent public accountants and legal counsel, including an opinion of
counsel and customary comfort letters, as may be reasonably required pursuant to
the underwriting agreement related thereto.  In the event no legal
opinion is to be delivered pursuant to the underwriting agreement, the Company
shall furnish to each Holder included in such Registration Statement, at any
time that such Holder elects to use a prospectus, an opinion of counsel to the
Company (based solely on the oral advice of the Commission) to the effect that
the Registration Statement containing such prospectus has been declared
effective and that no stop order is in effect.

     

    (j)        
   Earnings
Statement.  The Company shall comply with all applicable rules
and regulations of the Commission and the Securities Act, and make available to
its shareholders, as soon as practicable, an earnings statement covering a
period of 12 months, beginning within three months after the effective date of
the Registration Statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158
thereunder.

     

    (k)           Listing.  The
Company shall cause all Registrable Securities included in any registration to
be listed on such exchanges or otherwise designated for trading in the same
manner as similar securities issued by the Company are then listed or designated
or, if no such similar securities are then listed or designated, in a manner
reasonably satisfactory to the Holders of the majority-in-interest, on an
as-converted to Ordinary Share basis, of the Registrable Securities included in
such Registration, provided, in each
case, that the applicable listing requirements are satisfied.

     

    (l)      
     FINRA.  The
Company shall cooperate with each Holder participating in the offering and each
Underwriter, if any, and their respective legal counsel in connection with any
filings required to be made with the Financial Industry Regulatory
Authority.

     

    
      
         


      

      
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    (m)          Other
Actions.  The Company shall (i) take all other steps reasonably
necessary to effect the registration of the Registrable Securities contemplated
hereby and reasonably cooperate with the Holders of such Registrable Securities
to facilitate the disposition of such Registrable Securities pursuant thereto;
(ii) make all required filings of all prospectuses with the Commission within
the deadlines specified by the Securities Act; and (iii) make all required
filing fee payments in respect of any Registration Statement or prospectus used
under this Agreement (and any offering covered thereby) within the deadlines
specified by the Securities Act.

     

    3.2          Obligation to Suspend
Distribution.  Each Holder agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
Sections
3.1(e)(ii), (iii) or (iv) such Holder
shall forthwith discontinue disposition of Registrable Securities pursuant to
the Registration Statement covering such Registrable Securities until such
Holder’s receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3.1(e) (or if
no supplemental or amended prospectus is required, upon confirmation from the
Company that use of the prospectus is once again permitted) and, if so directed
by the Company, such Holder shall deliver to the Company (at the Company’s
expense) all copies, other than permanent file copies then in such Holder’s
possession, of the prospectus covering such Registrable Securities which is
current at the time of receipt of such notice.  If the Company shall
give any such notice, the Company shall extend the period during which such
Registration Statement shall be maintained effective pursuant to this Agreement
(including, without limitation, the period referred to in Section 3.1(b) by the
number of days during the period from and including the date of the giving of
such notice pursuant to Sections 3.1(e)(ii),
(iii) or (iv) to and including
the date when the Holders of such Registrable Securities participating in the
offering under such Registration Statement shall have received the copies of the
supplemented or amended prospectus contemplated by and meeting the requirements
of Section
3.1(e) (or if no supplemental or amended prospectus is required, upon
confirmation from the Company that use of the prospectus is once again
permitted).

     

    3.3          Registration
Expenses.  The Company shall bear all costs and expenses
incurred in connection with any registration of Registrable Securities under
this Agreement, and all expenses incurred in performing or complying with its
other obligations under this Agreement, whether or not the Registration
Statement becomes effective, including, without limitation: (i) all registration
and filing fees; (ii) fees and expenses of compliance with securities or “blue
sky” laws (including fees and disbursements of counsel in connection with blue
sky qualifications of the Registrable Securities); (iii) printing expenses; (iv)
the Company’s internal expenses (including, without limitation, all salaries and
expenses of its officers and employees); (v) the fees and expenses incurred in
connection with the listing of the Registrable Securities as required by Section 3.1(k); (vi)
Financial Industry Regulatory Authority, Inc. fees; (vii) the fees and
disbursements of counsel for the Company and counsel for the Underwriter or
Underwriters and fees and expenses for independent certified public accountants
retained by the Company (including the expenses or costs associated with the
delivery of any opinions or comfort letters requested pursuant to Section 3.1(i)); and
(viii) the fees and expenses of any special experts retained by the Company in
connection with such registration.  The Company shall have no
obligation to pay any underwriting discounts or selling commissions attributable
to the Registrable Securities being sold by the Holders thereof, which
underwriting discounts or selling commissions shall be borne by such
Holders.  Additionally, in an underwritten offering, all selling
stockholders and the Company shall bear the expenses of the Underwriter or
Underwriters, if any, pro rata in proportion to the respective amount of shares
each is selling in such offering.

     

    
      
         


      

      
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    3.4          Information.  The
Holders shall provide such information as may reasonably be requested by the
Company or the managing Underwriter, if any, in connection with the preparation
of any Registration Statement, including amendments and supplements thereto, in
order to effect the registration of any Registrable Securities under the
Securities Act pursuant to Article II and in
connection with the Company’s obligation to comply with federal and applicable
state securities laws.

     

    ARTICLE
IV

    INDEMNIFICATION
AND CONTRIBUTION

     

    4.1          Indemnification by the
Company.  The Company agrees to indemnify and hold harmless the
Sponsor and each other Holder participating in an offering pursuant to Sections 2.1, 2.2 or 2.3 hereunder, and
each of their respective officers, employees, Affiliates, directors, partners,
members, attorneys and agents, and each person, if any, who controls (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
the Sponsor and each other Holder participating in such offering from and
against any expenses, losses, judgments, claims, damages or liabilities, or any
action or proceeding in respect thereof (including reasonable costs of
investigation and reasonable attorneys’ fees and expenses), whether joint or
several, arising out of or based upon any untrue statement (or allegedly untrue
statement) of a material fact contained in any Registration Statement under
which the sale of such Holder’s Registrable Securities was registered under the
Securities Act (including each preliminary prospectus), any prospectus filed
under Rule 424 under the Securities Act, or any other information that is deemed
under Rule 159 promulgated under the Securities Act to have been conveyed to
purchasers of securities at the time of sale of such securities (including,
without limitation, a contract of sale), or any amendment or supplement thereto,
or arising out of or based upon any omission (or alleged omission) to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading under the circumstances such statements were made; and
the Company shall promptly reimburse any such indemnified party for any legal
and any other expenses reasonably incurred by such indemnified party in
connection with investigating and defending any such expense, loss, judgment,
claim, damage, liability or action; provided, however, that the Company will not
be liable in any such case to the extent that any such expense, loss, claim,
damage or liability arises out of or is based upon any untrue statement or
allegedly untrue statement or omission or alleged omission made in such
Registration Statement (including each preliminary prospectus), any prospectus
filed under Rule 424 under the Securities Act, or any other information that is
deemed under Rule 159 promulgated under the Securities Act to have been conveyed
to purchasers of securities at the time of sale of such securities (including,
without limitation, a contract of sale), or any such amendment or supplement, in
reliance upon and in conformity with information furnished to the Company, in
writing, by a Holder participating in the offering expressly for use
therein.  The Company also shall indemnify any Underwriter of the
Registrable Securities, their officers, Affiliates, directors, partners, members
and agents and each person who controls such Underwriter on substantially the
same basis as that of the indemnification provided above in this Section
4.1.

     

    
      
         


      

      
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    4.2          Indemnification by
Holders.  Each Holder will, in the event that any registration
is being effected under the Securities Act pursuant to this Agreement of any
Registrable Securities held by such Holder, indemnify and hold harmless the
Company, each of its directors and officers and each Underwriter (if any), and
each other Holder participating in the offering and each other person, if any,
who controls another participating Holder or such Underwriter within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act, against
any expenses, losses, judgments, claims, damages or liabilities, or any action
or proceeding in respect thereof (including reasonable costs of investigation
and reasonable attorneys’ fees and expenses), whether joint or several, insofar
as such expenses, losses, judgments, claims, damages or liabilities, or any
action or proceeding in respect thereof, arise out of or are based upon any
untrue statement (or allegedly untrue statement) of a material fact contained in
the Registration Statement under which the sale of such Registrable Securities
was registered under the Securities Act, any preliminary prospectus, any
prospectus filed under Rule 424 under the Securities Act, or any other
information that is deemed under Rule 159 promulgated under the Securities Act
to have been conveyed to purchasers of securities at the time of sale of such
securities (including, without limitation, a contract of sale), or any amendment
or supplement thereto, or arise out of or are based upon any omission (or
alleged omission) to state a material fact required to be stated therein or
necessary to make the statements therein not misleading under the circumstances
such statements were made, if the statement or omission was made in reliance
upon and in conformity with information furnished in writing to the Company by
such Holder participating in the offering expressly for use therein, and shall
reimburse the Company, its directors and officers, each Underwriter (if any) and
each other Holder participating in the offering or controlling person for any
legal or other expenses reasonably incurred by any of them in connection with
investigating or defending any such expense, loss, judgment, claim, damage,
liability or action.  Each Holder’s indemnification obligations
hereunder shall be several and not joint and shall be limited to the amount of
any net proceeds actually received by such Holder in the offering.

     

    4.3          Conduct of Indemnification
Proceedings.  Promptly after receipt by any person of any
notice of any loss, claim, damage or liability or any action in respect of which
indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the
“Indemnified
Party”) shall, if a claim in respect thereof is to be made against any
other person for indemnification hereunder, notify such other person (the “Indemnifying Party”)
in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the
Indemnified Party to notify the Indemnifying Party shall not relieve the
Indemnifying Party from any liability which the Indemnifying Party may have to
such Indemnified Party hereunder, except and solely to the extent the
Indemnifying Party is actually materially prejudiced by such
failure.  If the Indemnified Party is seeking indemnification with
respect to any claim or action brought against the Indemnified Party, then the
Indemnifying Party shall be entitled to participate in such claim or action,
and, to the extent that it wishes, jointly with all other Indemnifying Parties,
to assume control of the defense thereof with counsel reasonably satisfactory to
the Indemnified Party.  After notice from the Indemnifying Party to
the Indemnified Party of its election to assume control of the defense of such
claim or action, the Indemnifying Party shall not be liable to the Indemnified
Party for any legal or other expenses subsequently incurred by the Indemnified
Party in connection with the defense thereof other than reasonable costs of
investigation; provided, however, that in any action in which
both the Indemnified Party and the Indemnifying Party are named as defendants,
the Indemnified Party shall have the right to employ separate counsel (but no
more than one such separate counsel in addition to local counsel) to represent
the Indemnified Party and its controlling persons who may be subject to
liability arising out of any claim in respect of which indemnity may be sought
by the Indemnified Party against the Indemnifying Party, with the reasonable
fees and expenses of such counsel to be paid by such Indemnifying Party if,
based upon the written opinion of counsel of such Indemnified Party,
representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them.  No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, consent
to entry of judgment or effect any settlement of any claim or pending or
threatened proceeding in respect of which the Indemnified Party is or could have
been a party and indemnity could have been sought hereunder by such Indemnified
Party, unless such judgment or settlement includes an unconditional release of
such Indemnified Party from all liability arising out of such claim or
proceeding.

     

    
      
         


      

      
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    4.4          Contribution.

     

    (a)           Equitable
Considerations.  If the indemnification provided for in the
foregoing Sections
4.1 and 4.2 is unavailable to
any Indemnified Party in respect of any loss, claim, damage, liability or action
referred to herein, then each such Indemnifying Party, in lieu of indemnifying
such Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such loss, claim, damage, liability or action
in such proportion as is appropriate to reflect the relative fault of the
Indemnified Parties and the Indemnifying Parties in connection with the actions
or omissions which resulted in such loss, claim, damage, liability or action, as
well as any other relevant equitable considerations.  The relative
fault of any Indemnified Party and any Indemnifying Party shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such Indemnified Party or such Indemnifying
Party and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

     

    (b)           Other
Payments.  The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 4.4 were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the
immediately preceding Section
4.4(a).  The amount paid or payable by an Indemnified Party as
a result of any loss, claim, damage, liability or action referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any such
action or claim.  Notwithstanding the provisions of this Section 4.4, no
Holder shall be required to contribute any amount in excess of the dollar amount
of the net proceeds (after payment of any underwriting fees, discounts,
commissions or taxes) actually received by such Holder from the sale of
Registrable Securities which gave rise to such contribution
obligation.  No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

     

    
      
         


      

      
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    ARTICLE
V

    UNDERWRITING
AND DISTRIBUTION

     

    5.1          Rule
144.  The Company covenants that it shall use its reasonable
best efforts to file any reports required to be filed by it under the Securities
Act and the Exchange Act and shall use its reasonable efforts to take such
further action as the Holders may reasonably request, all to the extent required
from time to time to enable such Holders to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions,
if any, provided by Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the Commission.

     

    ARTICLE
VI

    MISCELLANEOUS

     

    6.1          Other Registration
Rights.  Except as set forth in the Warrant Agreement, the
Company represents and warrants that no person, other than the Sponsor and any
Permitted Transferee who holds Registrable Securities has any right to require
the Company to register any of the Company’s securities for sale or to include
the Company’s securities in any registration filed by the Company for the sale
of securities for its own account or for the account of any other
person.

     

    6.2          Assignment; No Third Party
Beneficiaries.  This Agreement and the rights, duties and
obligations of the Company hereunder may not be assigned or delegated by the
Company in whole or in part.  This Agreement and the rights, duties
and obligations of the Holders hereunder may be freely assigned or delegated by
such Holder in conjunction with and to the extent of any transfer of Registrable
Securities by any such Holder to a Permitted Transferee.  This
Agreement and the provisions hereof shall be binding upon and shall inure to the
benefit of each of the parties hereto and their respective successors and the
permitted assigns of the Sponsor or other Holder or of any assignee of the
Sponsor or other Holder.  This Agreement is not intended to confer any
rights or benefits on any persons that are not party hereto other than as
expressly set forth in Article IV and this
Section
6.2.

     

    6.3          Stock Splits,
etc.  The provisions of this Agreement shall be appropriately
adjusted for any stock dividends, splits, reverse splits, combinations,
recapitalizations and the like occurring after the date hereof.

     

    6.4          Notices.  All
notices, demands, requests, consents, approvals or other communications required
or permitted to be given hereunder or which are given with respect to this
Agreement shall be in writing and shall be personally served, delivered by
reputable air courier service with charges prepaid, or transmitted by hand
delivery, telegram, telex or facsimile, addressed as set forth below, or to such
other address as such party shall have specified most recently by written
notice.  Notice shall be deemed given on the date of service or
transmission if personally served or transmitted by telegram, telex or
facsimile; provided, however, that if such service or
transmission is not on a business day or is after normal business hours, then
such notice shall be deemed given on the next business day.  Notice
otherwise sent as provided herein shall be deemed given on the next business day
following timely delivery of such notice to a reputable air courier service with
an order for next-day delivery.

     

    
      
         


      

      
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    To the
Company:

     

    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.


     

    To the
Sponsor:

     

    Cazador
Sub Holdings Ltd.

    c/o Arco
Capital Management LLC

    7
Sheinovo Street

    1504
Sofia, Bulgaria

    Attn:
Francesco Piovanetti, Co-Chief Executive Officer

    


    To each
of the other Holders:

     

    at such
addresses as shall have been provided by such Holders to the
Company.

     

    6.5          Severability.  This
Agreement shall be deemed severable, and the invalidity or unenforceability of
any term or provision hereof shall not affect the validity or enforceability of
this Agreement or of any other term or provision hereof.  Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties
hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be
possible that is valid and enforceable.

     

    6.6          Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which taken together shall constitute one and the
same instrument.

     

    
      
         


      

      
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    6.7          Entire
Agreement.  This Agreement (including all agreements entered
into pursuant hereto and all certificates and instruments delivered pursuant
hereto and thereto) constitute the entire agreement of the parties with respect
to the subject matter hereof and supersede all prior and contemporaneous
agreements, representations, understandings, negotiations and discussions
between the parties, whether oral or written.

     

    6.8          Modifications and
Amendments.  The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given unless consented to in writing by the
Company and the Holders of a majority-in-interest, on an as-converted to
Ordinary Share basis, of the Registrable Securities.

     

    6.9          Titles and
Headings.  Titles and headings of sections of this Agreement
are for convenience only and shall not affect the construction of any provision
of this Agreement.

     

    6.10        Waivers and
Extensions.  Any party to this Agreement may waive any right,
breach or default which such party has the right to waive, provided, however, that such waiver will not
be effective against the waiving party unless it is in writing, is signed by
such party, and specifically refers to this Agreement.  Waivers may be
made in advance or after the right waived has arisen or the breach or default
waived has occurred.  Any waiver may be conditional.  No
waiver of any breach of any agreement or provision herein contained shall be
deemed a waiver of any preceding or succeeding breach thereof nor of any other
agreement or provision herein contained.  No waiver or extension of
time for performance of any obligations or acts shall be deemed a waiver or
extension of the time for performance of any other obligations or
acts.

     

    6.11        Remedies
Cumulative.  In the event that the Company fails to observe or
perform any covenant or agreement to be observed or performed under this
Agreement, the Sponsor or any other Holder may proceed to protect and enforce
its rights by suit in equity or action at law, whether for specific performance
of any term contained in this Agreement or for an injunction against the breach
of any such term or in aid of the exercise of any power granted in this
Agreement or to enforce any other legal or equitable right, or to take any one
or more of such actions, without being required to post a bond.  None
of the rights, powers or remedies conferred under this Agreement shall be
mutually exclusive, and each such right, power or remedy shall be cumulative and
in addition to any other right, power or remedy, whether conferred by this
Agreement or now or hereafter available at law, in equity, by statute or
otherwise.

     

    6.12        Governing Law; Submission to
Jurisdiction.  This Agreement shall be governed by the laws of
the State of New York, without giving effect to any choice-of-law provisions
thereof that would compel the application of the substantive laws of any other
jurisdiction.  The parties hereto agree that any action, proceeding or
claim against it arising out of or relating in any way to this Agreement shall
be brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and the parties
hereto irrevocably submit to such jurisdiction, which jurisdiction shall be
exclusive.  The parties hereto hereby waive any objection to such
exclusive jurisdiction and that such courts represent and inconvenient
forum.

     

    
      
         


      

      
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    6.13        Waiver of Trial by
Jury.  Each party hereby irrevocably and unconditionally waives
the right to a trial by jury in any action, suit, counterclaim or other
proceeding (whether based on contract, tort or otherwise) arising out of,
connected with or relating to this Agreement, the transactions contemplated
hereby, or the actions of the parties hereto in the negotiation, administration,
performance or enforcement hereof.

     

    [Remainder
of page intentionally left blank.]

     

    
      
         


      

      
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    IN
WITNESS WHEREOF, the
parties have caused this Agreement to be executed and delivered by their duly
authorized representatives as of the date first written above.

     

    
      
        
          
            	
                    COMPANY:

                  	 
      
	 
      	 
      
	
                    CAZADOR
      ACQUISITION

                    CORPORATION
      LTD.

                  	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Name:

                  	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    Title:

                  	 
      
	 
      	 
      
	
                    SPONSOR:

                  	 
      
	 
      	 
      
	
                    CAZADOR
      SUB HOLDINGS LTD.

                  	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Name:

                  	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    Title:

                  	 
      


          

        

      

    

     

    
      
         


      

      
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