Unassociated Document


    EXHIBIT
10.2

     

    [Form of
Letter Agreement among Cazador Acquisition Corporation Ltd. and Each of the
Directors and Executive Officers of Cazador Acquisition Corporation
Ltd.]

     

    [          ],
2010

     

    Cazador
Acquisition Corporation Ltd.

    c/o Arco
Capital Management LLC

    7
Sheinovo Street

    1504
Sofia, Bulgaria

    Attn:
Francesco Piovanetti, Co-Chief Executive Officer

    


    Rodman
& Renshaw LLC

    As
Representative of the Underwriters

    c/o
Rodman & Renshaw LLC

    1270
Avenue of the Americas

    New York,
New York 10020

    Attn:
Thomas Pinou, Chief Financial Officer

    


    Re:  Initial Public Offering of
Cazador Acquisition Corporation Ltd.

     

    Ladies
and Gentlemen:

     

    This
letter is being delivered to you in accordance with the Underwriting Agreement
dated as of
[              ],
2010 (the “Underwriting
Agreement”), by and between Cazador Acquisition Corporation Ltd., an
exempted company incorporated under the laws of the Cayman Islands with limited
liability (the “Company”), and Rodman
& Renshaw LLC (“Rodman”) as
representative of the underwriters named in Schedule A thereto (the “Underwriters”),
relating to an underwritten initial public offering (the “Initial Public
Offering”) of the Company’s units (the “Units”), each
consisting of one ordinary share of the Company (an “Ordinary Share”), and
one warrant (a “Warrant”) entitling
the holder thereof to purchase one Ordinary Share.

     

    Cazador
Sub Holdings, Ltd., an exempted company incorporated under the laws of the
Cayman Islands with limited liability (the “Sponsor”) has
purchased from the Company 1,437,500 Ordinary Shares (including 187,500 Ordinary
Shares subject to forfeiture to the extent the Underwriters’ over-allotment
option is not exercised) (the “Sponsor Shares”)
pursuant to a Share Subscription Agreement dated as of [_______], and
immediately prior to the consummation of the Initial Public Offering, the
Sponsor has agreed to purchase 4,940,000 Warrants (the “Sponsor Warrants”)
pursuant to a Warrant Subscription Agreement dated as of [_____________]. The
terms of the Warrants are set forth in the Warrant Agreement dated as of [•], 2010 (the “Warrant Agreement”),
by and between the Company and Continental Stock Transfer & Trust
Company.

     


    
      
         


      

      
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    In order
to induce the Company and the Underwriters to enter into the Underwriting
Agreement and to proceed with the Initial Public Offering, and in recognition of
the benefit that such Initial Public Offering will confer upon the undersigned
as a director or an executive officer of the Company, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned hereby agrees with the Company as
follows:

     

    1.           Approval of Initial Business
Combination. The undersigned agrees that in connection with any vote of
the shareholders of the Company on a proposed Initial Business Combination, he
will vote the Sponsor Shares in accordance with the majority of votes cast by
the public shareholders of Ordinary Shares included in the Units issued in the
Initial Public Offering (the “IPO
Shares”).  In addition, the undersigned agrees that in
connection with any vote of the shareholders of the Company on a proposed
Initial Business Combination, he will vote any Units or Ordinary Shares acquired
in the Initial Public Offering or at any time thereafter that are owned directly
or indirectly by him, for the Initial Business Combination.  The
undersigned also agrees to take all reasonable action within his power, in the
event the Company conducts the redemption of its Units (or Ordinary Shares
underlying the Units) pursuant to a tender offer, to cause the Company or its
affiliates or any advisors to the Company, (i) not to purchase or arrange to
purchase shares outside the tender offer while such tender offer is open or (ii)
enter into any agreement, understanding or arrangement with any other person in
connection with their purchase or arrangement to purchase shares outside the
tender offer, when such tender offer is open.

     

    2.           Liquidation; Waiver of
Claims. (a) In the event that the Company fails to consummate an Initial
Business Combination within 18 months (or up to 24 months from the consummation
of this offering if a letter of intent, an agreement in principle, or a
definitive agreement to complete a business combination has been entered into
prior to [___________], 2011) after the date of the final prospectus included in
the Registration Statement on Form F-1 relating to the Initial Public Offering
(the “Registration
Statement”), the Company will notify its shareholders that it will
compulsorily redeem all IPO Shares and automatically liquidate the trust account
in accordance with the procedure in the Company’s Amended and Restated
Memorandum and Articles of Association (the “Liquidation”).

     

    (b)           The
undersigned hereby waives any and all right, title, interest or claim of any
kind in or to any distributions as a result of the Liquidation with respect to
the Sponsor Shares that are owned directly or indirectly by him, and, in the
case of the Sponsor Shares subject to forfeiture, agrees to forfeit such Sponsor
Shares to the extent that the Underwriters’ over-allotment option is not
exercised. In addition, the undersigned hereby waives any right, title, interest
or claim of any kind in respect of any monies in the trust account the
undersigned may have in the future as a result of, or arising out of, any
contracts or agreements with the Company and will not seek recourse or make any
claim against the trust account for any reason whatsoever; provided that the
foregoing waiver shall not apply (i) to the extent the undersigned is entitled
to be indemnified by the Company pursuant to the Memorandum and Articles of
Association of the Company or applicable law or pursuant to any indemnification
agreement entered into with the Company or (ii) in respect of any rights or
claims the undersigned may have as a result of holding Units, IPO Shares,
Warrants or other securities of the Company (other than the Sponsor Shares, the
Sponsor Warrants and the securities underlying or issuable upon exercise of such
securities).

     

    
      
         


      

      
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    3.           Initial Business Combination
Opportunities. In order to minimize potential conflicts of interest that
may arise from multiple affiliations, the undersigned agrees, until the earliest
of the consummation of an Initial Business Combination, liquidation of the trust
account or such time as the undersigned ceases to be an director or officer of
the Company, to present to the Company for consideration, prior to presentation
to any other entity, and the Company will have a right of first offer for, an
Initial Business Combination opportunity with an equity value of $40,000,000 or
more, subject with respect to any of the officers or directors, to (i) any
fiduciary duties or contractual obligations the undersigned may have currently
or in the future in respect of Arco Capital Corporation Ltd., a Cayman Islands
exempted company incorporated with limited liability (“Arco”), any direct or
indirect subsidiaries of Arco and any companies in which Arco invests and (ii)
any other pre-existing fiduciary duties or contractual obligations the
undersigned may have.

     

    4.           Transfer
Restrictions. The undersigned will not assign, alienate, pledge, attach,
sell or otherwise transfer or encumber (each, a “transfer”), directly
or indirectly, any Sponsor Shares from the date hereof until one year following
the date of the consummation of an Initial Business Combination, except to a
Permitted Transferee, or earlier (i) with respect to 50% of the Sponsor Shares,
when the closing price of the Ordinary Shares exceeds $11.50 per share for any
20 trading days within a 30-trading day period following the consummation of an
Initial Business Combination, or (ii) with respect to 50% of the Sponsor Shares,
when the closing price of the Ordinary Shares exceeds $15.00 per share for any
20 trading days within a 30-trading day period following the consummation of an
Initial Business Combination, provided, however, that all of the Sponsor Shares
shall no longer be restricted upon the first anniversary of the Initial Business
Combination, and in any case, if following a business combination, the Company
consummates a subsequent liquidation, merger, amalgamation, share capital
exchange, share purchase, reorganization or other similar business transaction
which results in all of the Company’s shareholders having the right to exchange
their Ordinary Shares for cash, securities or other property.  Any
transfers of such securities to a Permitted Transferee will be made in
accordance with applicable securities laws. Any transfer of securities pursuant
to this Paragraph 4 after the date hereof shall be subject to the condition that
the Permitted Transferee shall have agreed in writing to be bound by the terms
of Paragraphs 1, 2, 4 and 7 hereof.

     

    “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, (vi) by private sales
with respect to up to 33% of the Sponsor Shares made at or prior to the
consummation of an Initial Business Combination at prices no greater than the
price at which the Sponsor Shares were originally purchased (approximately
$0.017 per share) or (vii) pursuant to a qualified domestic relations
order.

     

    5.           Limitation on
Compensation. (a) The undersigned will not be entitled to receive, and no
such person will accept, a finder’s fee, consulting fee or any other
compensation from the Company for services rendered to the Company prior to or
in connection with the consummation of an Initial Business Combination, other
than (i) reimbursement for any out-of-pocket expenses relating to the Initial
Public Offering, the performance of his duties as an officer or director and
identifying, investigating and consummating an Initial Business Combination,
(ii) by virtue of ownership of Sponsor Shares, Sponsor Warrants or any
securities included in or issuable upon exercise of such securities and (iii)
pursuant to the letter agreement dated as of the date hereof, between the
Company and Arco Capital Management LLC, relating to the provision of
administrative services to the Company.

     

    
      
         


      

      
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    (b)           Neither
the undersigned nor any family member or affiliate of the undersigned will
accept a finder’s fee, consulting fee or any other compensation (other than by
virtue of ownership of Sponsor Shares, Sponsor Warrants or any securities
included in or issuable upon exercise of such securities) or fees from any other
entity in connection with an Initial Business Combination, other than
compensation or fees that may be received for any services provided following
such Initial Business Combination.

     

    6.           Representations and
Warranties. The undersigned represents and warrants that:

     

    (a)           Except
as described in the Registration Statement, there are no claims, payments,
arrangements, contracts, agreements or understandings relating to the payment of
a brokerage commission or finder’s, consulting, origination or similar fee by
the undersigned with respect to the sale of the securities pursuant to the
Underwriting Agreement or any other arrangements, agreements or understandings
by the undersigned that may affect the Underwriters’ compensation pursuant to
the Underwriting Agreement;

     

    (b)           He
is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act
or practice relating to the offering of securities in any
jurisdiction;

     

    (c)           He
has never been convicted of or pleaded guilty to any crime (i) involving any
fraud or (ii) relating to any financial transaction or handling of funds of
another person or (iii) pertaining to any dealings in any securities, and the
undersigned is not currently a defendant in any such criminal
proceeding;

     

    (d)           He
has never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license
or registrations denied, suspended or revoked;

     

    (e)           He
has full right and power, without violating any agreement by which he is bound,
to enter into this letter agreement;

     

    (f)           He
is an “accredited investor” as that term is defined in Rule 501 of Regulation D
promulgated under the Securities Act;

     

    (g)           The
undersigned’s biographical information furnished to the Company and attached
hereto as Exhibit A is true and accurate in all material respects, does not omit
any material information with respect to the undersigned’s background and
contains all of the material information required to be disclosed pursuant to
Section 401 of Regulation S-K, promulgated under the Securities Act;
and

     

    
      
         


      

      
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    (h)           The
undersigned’s questionnaires furnished to the Company and the Underwriters and
attached hereto as Exhibit B are true and accurate in all material
respects.

     

    7.           The
undersigned agrees that he will not propose any amendment to Articles 47 of the
Memorandum and Articles of Association or support, endorse or recommend any
proposal that shareholders amend such provisions, other than in connection with
a proposed Initial Business Combination or a proposed extension of the time
period within which the Company must consummate an Initial Business Combination
to up to 24 months, without the affirmative vote of at least a majority of the
Ordinary Shares voted by the shareholders.

     

    The
undersigned acknowledges and understands that the Company and the Underwriters
will rely upon the agreements, representations and warranties set forth herein
in proceeding with the Initial Public Offering. Nothing contained herein shall
be deemed to render the Underwriters a representative of, or a fiduciary with
respect to, the Company, its shareholders, or any creditor or vendor of the
Company with respect to the subject matter hereof.

     

    This
letter agreement shall be binding on the undersigned and such person’s
successors and assigns. This letter agreement shall terminate on the earlier of
(i) the consummation of an Initial Business Combination and (ii) the
Liquidation; provided that such
termination shall not relieve the undersigned from liability for any breach of
this letter agreement prior to its termination, and provided further that
paragraph 2 of this letter agreement shall survive a termination pursuant to
clause (ii).

     

    This
letter agreement constitutes the entire agreement and understanding between the
parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings (whether written or oral) between the parties
relating to such subject matter. None of the parties shall be liable or bound to
any other party in any manner by any representations and warranties or covenants
relating to such subject matter except as specifically set forth
herein.

     

    This
letter agreement shall be governed by and construed in accordance with the laws
of the State of New York, without regard to the principles of conflicts of laws
thereof.

     

    No term
or provision of this letter agreement may be amended, changed, waived, altered
or modified except by written instrument executed and delivered by the party
against whom such amendment, change, waiver, alteration or modification is to be
enforced.

     

    [Remainder
of Page Intentionally Left Blank]

     

    
      
         


      

      
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              Name:

            
	 
      	
              Title:

            
	 
      	 
      
	 
      	
              Accepted
      and agreed:

            
	 
      	 
      
	 
      	
              CAZADOR
      ACQUISITION CORPORATION LTD.

            
	 
      	 
      	 
      
	 
      	
              By:

            	
                

            
	 
      	
              Name: 

            	 
      
	 
      	
              Title:

            	 
      


    


    
      
         


      

      
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    Exhibit
A

     

    [Biographical
Information Furnished to the Company]

     

    
      
         


      

      
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    Exhibit
B

     

    [Questionnaires
Furnished to the Company and the Underwriters]

     

    
      
         


      

      
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