Unassociated Document

 

    EXHIBIT
10.9

     

    FORM
OF

     

    INDEMNIFICATION
AGREEMENT

     

    by
and between

     

    CAZADOR
ACQUISITION CORPORATION LTD.

     

    and

    
    

    _________________, 


    as
Indemnitee

     

    _____________________________

     

    Dated as
of ____________, 2010

     

    _____________________________

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
OF CONTENTS

     

    
      
        
          	 
      	 
      	
                  Page

                
	 
      	 
      	 
      
	
                  ARTICLE
      1

                	
                  DEFINITIONS

                	
                  1

                
	
                  ARTICLE
      2

                	
                  INDEMNITY
      IN THIRD-PARTY PROCEEDINGS

                	
                  5

                
	
                  ARTICLE
      3

                	
                  INDEMNITY
      IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY

                	
                  6

                
	
                  ARTICLE
      4

                	
                  INDEMNIFICATION
      FOR EXPENSES OF A PARTY WHO IS WHOLLY OR  PARTLY
      SUCCESSFUL

                	
                  6

                
	
                  ARTICLE
      5

                	
                  INDEMNIFICATION
      FOR EXPENSES OF A WITNESS

                	
                  6

                
	
                  ARTICLE
      6

                	
                  ADDITIONAL
      INDEMNIFICATION, HOLD HARMLESS AND
      EXONERATION  RIGHTS

                	
                  7

                
	
                  ARTICLE
      7

                	
                  CONTRIBUTION
      IN THE EVENT OF JOINT LIABILITY

                	
                  7

                
	
                  ARTICLE
      8

                	
                  EXCLUSIONS

                	
                  7

                
	
                  ARTICLE
      9

                	
                  ADVANCES
      OF EXPENSES; SELECTION OF LAW FIRM

                	
                  8

                
	
                  ARTICLE
      10

                	
                  PROCEDURE
      FOR NOTIFICATION; DEFENSE OF CLAIM; SETTLEMENT

                	
                  9

                
	
                  ARTICLE
      11

                	
                  PROCEDURE
      UPON APPLICATION FOR INDEMNIFICATION

                	
                  10

                
	
                  ARTICLE
      12

                	
                  ESTABLISHMENT
      OF TRUST

                	
                  11

                
	
                  ARTICLE
      13

                	
                  PRESUMPTIONS
      AND EFFECT OF CERTAIN PROCEEDINGS

                	
                  12

                
	
                  ARTICLE
      14

                	
                  REMEDIES
      OF INDEMNITEE

                	
                  13

                
	
                  ARTICLE
      15

                	
                  SECURITY

                	
                  14

                
	
                  ARTICLE
      16

                	
                  NON-EXCLUSIVITY;
      SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION

                	
                  15

                
	
                  ARTICLE
      17

                	
                  ENFORCEMENT
      AND BINDING EFFECT

                	
                  16

                
	
                  ARTICLE
      18

                	
                  MISCELLANEOUS

                	
                  17

                


        

      

    

     

    
      
         


      

      
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    INDEMNIFICATION
AGREEMENT

     

    This
INDEMNIFICATION AGREEMENT (this “Agreement”) is made
as of ____________, 2010, by and between Cazador Acquisition Corporation Ltd.,
an exempted company incorporated under the laws of the Cayman Islands with
limited liability (the “Company”) and
__________________ (“Indemnitee”).

     

    WHEREAS,
the Company desires to attract and retain the services of highly qualified
individuals, such as Indemnitee, to serve the Company;

     

    WHEREAS,
in order to induce Indemnitee to provide or continue to provide services to the
Company, the Company wishes to provide for the indemnification of, and
advancement of expenses to, Indemnitee to the fullest extent permitted by
law;

     

    WHEREAS,
the Company and Indemnitee further recognize the substantial increase in
corporate litigation in general, subjecting directors, officers, employees,
agents and fiduciaries to expensive litigation risks at the same time as the
availability and scope of coverage of liability insurance provide increasing
challenges for the Company;

     

    WHEREAS,
the Company’s Amended and Restated Memorandum and Articles of Association (the
“Memorandum and
Articles of Association”) requires indemnification of the directors and
officers of the Company;

     

    WHEREAS,
this Agreement is a supplement to and in furtherance of the Memorandum and
Articles of Association of the Company and any resolutions adopted pursuant
thereto, and shall not be deemed a substitute therefor, nor to diminish or
abrogate any rights of Indemnitee thereunder (regardless of, among other things,
any amendment to or revocation of governing documents or any change in the
composition of the Company’s Board or any Corporate Transaction relating to the
Company); and

     

    WHEREAS,
Indemnitee will serve or continue to serve as a director, officer or key
employee of the Company for so long as Indemnitee is duly elected or appointed
or until Indemnitee tenders his resignation or is otherwise terminated by the
Company.

     

    NOW,
THEREFORE, in consideration of the promises and the covenants contained herein,
the Company and Indemnitee do hereby covenant and agree as follows:

     

    ARTICLE
1

     

    DEFINITIONS

     

    As used
in this Agreement:

     

    1.1.        “Affiliate” shall have
the meaning set forth in Rule 405 under the Securities Act of 1933, as amended
(as in effect on the date hereof).

     

    1.2.        “Initial Business
Combination” shall mean the merger, share capital exchange, asset
acquisition, share purchase, reorganization or similar business combination with
one or more operating businesses or assets meeting the conditions described in
the Memorandum and Articles of Association.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.3.        “Beneficial Owner” and
“Beneficial
Ownership” shall have the meaning set forth in Rule 13d-3 under the
Exchange Act (as in effect on the date hereof); provided, however, that
Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner
by reason of the shareholders of the Company approving a merger of the Company
with another entity.

     

    1.4.        “Board” shall mean the
board of directors of the Company.

     

    1.5.        “Change in Control”
shall mean, and shall be deemed to occur upon the earliest to occur after the
date of this Agreement of any of the following events:

     

    (a)           Acquisition of Shares by
Third Party.  Any Person (other than Cazador Sub Holdings Ltd.
or any Affiliate thereof) is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing more than 30% of the
combined voting power of the Company’s then outstanding Voting Securities,
unless (i) the change in the relative Beneficial Ownership of the Company’s
securities by any Person results solely from a reduction in the aggregate number
of outstanding shares of securities entitled to vote generally in the election
of directors, or (ii) such acquisition was approved in advance by the Continuing
Directors and such acquisition would not constitute a Change in Control under
part (c) of this definition;

     

    (b)           Change in Board of
Directors.  Individuals who, as of the Initial Business
Combination, constitute the Board, and any new director whose election by the
Board or nomination for election by the Company’s shareholders was approved by a
vote of at least two-thirds of the directors then in office who were directors
on the date hereof or whose election or nomination for election was previously
so approved (collectively, the “Continuing
Directors”), cease for any reason to constitute at least a majority of
the members of the Board;

     

    (c)           Corporate
Transactions.  The effective date of a reorganization, merger
or consolidation of the Company (a “Corporate
Transaction”), in each case, unless, following such Corporate
Transaction:  (i) all or substantially all of the individuals and
entities who were the Beneficial Owners of Voting Securities immediately prior
to such Corporate Transaction beneficially own, directly or indirectly, more
than 51% of the combined voting power of the then outstanding Voting Securities
of the Company resulting from such Corporate Transaction (including, without
limitation, a corporation that as a result of such transaction owns the Company
or all or substantially all of the Company’s assets either directly or through
one or more Subsidiaries) in substantially the same proportions as their
ownership of Voting Securities immediately prior to such Corporate Transaction;
(ii) no Person (excluding any corporation resulting from such Corporate
Transaction) is the Beneficial Owner, directly or indirectly, of 30% or more of
the combined voting power of the then outstanding Voting Securities of the
surviving corporation except to the extent that such ownership existed prior to
the Corporate Transaction; and (iii) at least a majority of the board of
directors of the corporation resulting from such Corporate Transaction were
Continuing Directors at the time of the execution of the initial agreement, or
of the action of the Board, providing for such Corporate
Transaction;


    
      
         


      

      
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    (d)           Liquidation.  The
approval by the shareholders of the Company of a complete liquidation of the
Company or an agreement or series of agreements for the sale or disposition by
the Company of all or substantially all of the Company’s assets, other than
factoring the Company’s current receivables or escrows due (or, if such approval
is not required, the decision by the Board to proceed with such a liquidation,
sale, or disposition in one transaction or a series of related transactions);
or

     

    (e)           Other
Events.  There occurs any other event of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A (or a response to any similar item on any similar schedule or form) under
the Exchange Act, whether or not the Company is then subject to such reporting
requirement.

     

    1.6.        “Company” shall
include, in addition to the resulting corporation or other entity, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger that, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or
agents, so that if Indemnitee is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, Indemnitee
shall stand in the same position under the provisions of this Agreement with
respect to the resulting or surviving corporation or other entity as Indemnitee
would have with respect to such constituent corporation if its separate
existence had continued.

     

    1.7.        “Corporate Status”
describes the status of a person who is or was a director, officer, trustee,
general partner, managing member, fiduciary, employee or agent of the Company or
of any other Enterprise which such person is or was serving at the request of
the Company.

     

    1.8.        “Cayman Islands Court”
shall mean the Grand Court of the Cayman Islands.

     

    1.9.        “Disinterested
Director” shall mean a director of the Company who is not and was not a
party to the Proceeding in respect of which indemnification is sought by
Indemnitee.

     

    1.10.      “Enterprise” shall
mean the Company and any other corporation, constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger to which
the Company (or any of its wholly owned subsidiaries) is a party, limited
liability company, partnership, joint venture, trust, employee benefit plan or
other enterprise of which Indemnitee is or was serving at the request of the
Company as a director, officer, trustee, general partner, managing member,
fiduciary, employee or agent.

     

    1.11.      “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.


    
      
         


      

      
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    1.12.      “Expenses” shall
include all reasonable attorneys’ fees, retainers, court costs, transcript
costs, fees of experts, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees,
and all other disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, settling or negotiating
for the settlement of, or otherwise participating in, a
Proceeding.  Expenses also shall include Expenses incurred in
connection with any appeal resulting from any Proceeding, including without
limitation the premium, security for, and other costs relating to any cost bond,
supersedeas bond, or other appeal bond or its equivalent.  Expenses,
however, shall not include amounts paid in settlement by Indemnitee or the
amount of judgments or fines against Indemnitee.

     

    1.13.      “Independent Counsel”
shall mean a law firm, or a member of a law firm, that is of outstanding
reputation, experienced in matters of companies law and neither is as of the
date of selection of such firm, nor has been during the period of three years
immediately preceding the date of selection of such firm, retained to
represent:  (a) the Company or Indemnitee in any material matter
(other than with respect to matters concerning Indemnitee under this Agreement,
or of other indemnitees under similar indemnification agreements); or (b) any
other party to the Proceeding giving rise to a claim for indemnification
hereunder.  Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement.  The Company agrees to pay
the reasonable fees and expenses of the Independent Counsel referred to above
and to fully indemnify such counsel against any and all Expenses, claims,
liabilities and damages arising out of or relating to this Agreement or its
engagement pursuant hereto.  For purposes of this definition, a
“material matter” shall mean any matter for which billings exceeded or are
expected to exceed $100,000.

     

    1.14.      “Person” shall have
the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act (as in
effect on the date hereof); provided, however, that Person
shall exclude:  (a) the Company; (b) any Subsidiaries of the Company;
and (c) any employee benefit plan of the Company or a Subsidiary of the Company
or any trustee or other fiduciary holding securities under an employee benefit
plan of the Company or of a Subsidiary of the Company or of a corporation or
other entity owned, directly or indirectly, by the shareholders of the Company
in substantially the same proportions as their ownership of shares of the
Company.

     

    1.15.      “Proceeding” shall
include any threatened, pending or completed action, suit, arbitration,
mediation, alternate dispute resolution mechanism, investigation, inquiry,
administrative hearing or any other actual, threatened or completed proceeding,
including any and all appeals, whether brought in the right of the Company or
otherwise and whether of a civil (including intentional or unintentional tort
claims), criminal, administrative or investigative nature, whether formal or
informal, in which Indemnitee was, is, will or might be involved as a party or
otherwise by reason of the fact that Indemnitee is or was a director or officer
of the Company, by reason of any action taken by or omission by Indemnitee, or
of any action or omission on Indemnitee’s part while acting as a director or
officer of the Company, or by reason of the fact that Indemnitee is or was
serving at the request of the Company as a director, officer, trustee, general
partner, managing member, fiduciary, employee or agent of any other Enterprise,
in each case whether or not serving in such capacity at the time any liability
or expense is incurred for which indemnification, reimbursement, or advancement
of expenses can be provided under this Agreement; except one initiated by
Indemnitee to enforce Indemnitee’s rights under this Agreement.


    
      
         


      

      
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    1.16.      “Subsidiary” with
respect to any Person, shall mean any corporation or other entity of which a
majority of the voting power of the voting equity securities or equity interest
is owned, directly or indirectly, by that Person.

     

    1.17.      “Voting Securities”
shall mean any securities of the Company (or a surviving entity as described in
the definition of a “Change in Control”) that vote generally in the election of
directors (or similar body).

     

    1.18.      References
to “fines”
shall include any excise tax assessed on Indemnitee with respect to any employee
benefit plan; references to “other enterprise”
shall include employee benefit plans; references to “serving at the request of
the Company” shall include any service as a director, officer, employee,
agent or fiduciary of the Company which imposes duties on, or involves services
by, such director, officer, employee, agent or fiduciary with respect to an
employee benefit plan, its participants or beneficiaries; and if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in the
best interests of the participants and beneficiaries of an employee benefit
plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best
interests of the Company” as referred to in this Agreement.

     

    ARTICLE
2

     

    INDEMNITY
IN THIRD-PARTY PROCEEDINGS

     

    Subject
to Article 8,
the Company shall indemnify, hold harmless and exonerate Indemnitee in
accordance with the provisions of this Article 2 if
Indemnitee is, was or is threatened to be made, a party to or a participant in
any Proceeding, other than a Proceeding by or in the right of the Company to
procure a judgment in its favor.  Subject to Article 8, Indemnitee
shall be indemnified against all Expenses, judgments, fines and, subject to
Section 10.3,
amounts paid in settlement (the “Liability”) actually
and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted
in good faith and in a manner Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company and, in the case of a criminal
Proceeding, had no reasonable cause to believe that such conduct was
unlawful.  Notwithstanding the forgoing, Indemnitee shall not be
indemnified for any Liability incurred by his own fraud or willful
default.


    
      
         


      

      
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    ARTICLE
3

     

    INDEMNITY
IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY

     

    Subject
to Article 8,
the Company shall indemnify, hold harmless and exonerate Indemnitee in
accordance with the provisions of this Article 3 if
Indemnitee is, was or is threatened to be made, a party to or a participant in
any Proceeding by or in the right of the Company to procure a judgment in its
favor.  Subject to Article 8, Indemnitee
shall be indemnified, held harmless and exonerated against all Expenses actually
and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted
in good faith and in a manner Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company.  Notwithstanding the
forgoing, Indemnitee shall not be indemnified for any Expenses incurred by his
own fraud or willful default.  No indemnification for Expenses shall
be made under this Article 3 in respect
of any claim, issue or matter as to which Indemnitee shall have been finally
adjudged (and not subject to further appeal) by a court of competent
jurisdiction to be liable to the Company, except to the extent that any court in
which the Proceeding was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnification.

     

    ARTICLE
4

     

    INDEMNIFICATION
FOR EXPENSES OF A PARTY WHO IS WHOLLY OR

    PARTLY
SUCCESSFUL

     

    Notwithstanding
any other provisions of this Agreement, to the extent that Indemnitee is a party
to (or a participant in) and is successful, on the merits or otherwise, in any
Proceeding or in defense of any claim, issue or matter therein, in whole or in
part, the Company shall indemnify, hold harmless and exonerate Indemnitee
against all Expenses actually and reasonably incurred by Indemnitee in
connection therewith.  For the avoidance of doubt, if Indemnitee is
not wholly successful in such Proceeding but is successful, on the merits or
otherwise, as to one or more but less than all claims, issues or matters in such
Proceeding, the Company shall indemnify, hold harmless and exonerate Indemnitee
against all Expenses actually and reasonably incurred by Indemnitee or on
Indemnitee’s behalf in connection with each resolved claim, issue or matter,
whether or not Indemnitee was wholly or partly successful; provided, that
Indemnitee shall only be entitled to Indemnification for Expenses with respect
to unsuccessful claims under this Article 4 to the
extent Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company and, in
the case of a criminal Proceeding, had no reasonable cause to believe that such
conduct was unlawful.  Notwithstanding the forgoing, Indemnitee shall
not be indemnified for any Expenses incurred by his own fraud or willful
default.  For purposes of this Article 4 and without
limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, or by settlement, shall be deemed to be
a successful result as to such claim, issue or matter.

     

    ARTICLE
5

     

    INDEMNIFICATION
FOR EXPENSES OF A WITNESS

     

    Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee is, by
reason of Indemnitee’s Corporate Status, a witness in any Proceeding to which
Indemnitee is not a party, Indemnitee shall be indemnified, held harmless and
exonerated against all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection therewith.


    
      
         


      

      
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    ARTICLE
6

     

    ADDITIONAL
INDEMNIFICATION, HOLD HARMLESS AND EXONERATION

    RIGHTS

     

    Notwithstanding
any limitation in Articles 2, 3, or 4, but subject to
Article 8, the Company shall
indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or
threatened to be made a party to any Proceeding (including a Proceeding by or in
the right of the Company to procure a judgment in its favor) against all
Expenses, judgments, fines and, subject to Section 10.3,
penalties and amounts paid in settlement (including all interest, assessments
and other charges paid or payable in connection with or in respect of such
Expenses, judgments, fines, penalties and amounts paid in settlement) actually
and reasonably incurred by Indemnitee in connection with the
Proceeding.  No indemnity shall be available under this Article 6 on account
of Indemnitee’s conduct that constitutes a breach of Indemnitee’s duty of
loyalty to the Company or its shareholders or is an act or omission that
involves Indemnitee’s own fraud or willful default.

     

    ARTICLE
7

     

    CONTRIBUTION
IN THE EVENT OF JOINT LIABILITY

     

    7.1.        To
the fullest extent not prohibited by (and not merely to the extent affirmatively
permitted by) law, if the indemnification rights provided for in this Agreement
are unavailable to Indemnitee in whole or in part for any reason whatsoever, the
Company, in lieu of indemnifying Indemnitee, shall pay, in the first instance,
the entire amount incurred by Indemnitee, whether for judgments, liabilities,
fines, penalties, amounts paid or to be paid in settlement and/or for Expenses,
in connection with any Proceeding without requiring Indemnitee to contribute to
such payment, and the Company hereby waives and relinquishes any right of
contribution it may have at any time against Indemnitee with respect
thereto.

     

    7.2.        The
Company shall not enter into any settlement of any Proceeding in which the
Company is jointly liable with Indemnitee (or would be if joined in such
Proceeding) unless such settlement provides for a full and final release of all
claims asserted against Indemnitee.

     

    7.3.        The
Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee
from any claims for contribution which may be brought by officers, directors,
employees of the Company (other than Indemnitee) who may be jointly liable with
Indemnitee.

     

    ARTICLE
8

     

    EXCLUSIONS

     

    8.1.        Notwithstanding
any provision in this Agreement, the Company shall not be obligated under this
Agreement to make any indemnity, contribution or advancement of Expenses in
connection with any claim made against Indemnitee:

     

    (a)           for
which payment has actually been made to or on behalf of Indemnitee under any
insurance policy or other indemnity provision, except with respect to any excess
beyond the amount paid under any insurance policy, contract, agreement, other
indemnity provision or otherwise;


    
      
         


      

      
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    (b)           for
an accounting of profits made from the purchase and sale (or sale and purchase)
by Indemnitee of securities of the Company within the meaning of Section 16(b)
of the Exchange Act or similar provisions of Cayman Islands statutory law or
common law;

     

    (c)           in
connection with any Proceeding (or any part of any Proceeding) initiated or
brought voluntarily by Indemnitee, including any Proceeding (or any part of any
Proceeding) initiated by Indemnitee against the Company or its directors,
officers, employees or other indemnitees, other than a Proceeding initiated by
Indemnitee to enforce its rights under this Agreement, unless (i) the Board
authorized the Proceeding (or any part of any Proceeding) or (ii) the Company
provides the indemnification payment, in its sole discretion, pursuant to the
powers vested in the Company under applicable law; or

     

    (d)           for
the payment of amounts required to be reimbursed to the Company pursuant to
Section 304 of the Sarbanes-Oxley Act of 2002, as amended, or any similar
successor statute.

     

    The
exclusion in Section
8.1(c) shall not apply to counterclaims or affirmative defenses asserted
by Indemnitee in an action brought against Indemnitee.

     

    ARTICLE
9

     

    ADVANCES
OF EXPENSES; SELECTION OF LAW FIRM

     

    9.1.        Subject
to Article 8,
the Company shall, unless prohibited by applicable law, advance the Expenses
incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by
Indemnitee within three months) in connection with any Proceeding within ten
business days after the receipt by the Company of a statement or statements
requesting such advances, together with a reasonably detailed written
explanation of the basis therefor and an itemization of legal fees and
disbursements in reasonable detail, from time to time, whether prior to or after
final disposition of any Proceeding.  Advances shall be unsecured and
interest free.  Indemnitee shall qualify for advances solely upon the
execution and delivery to the Company of an undertaking providing that
Indemnitee undertakes to repay the advance to the extent that it is ultimately
determined that Indemnitee is not entitled to be indemnified by the Company
under the provisions of this Agreement.  This Section 9.1 shall not
apply to any claim made by Indemnitee for which an indemnification payment is
excluded pursuant to Article
8.


    
      
         


      

      
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    9.2.        If
the Company shall be obligated under Section 9.1 hereof to
pay the Expenses of any Proceeding against Indemnitee, then the Company shall be
entitled to assume the defense of such Proceeding upon the delivery to
Indemnitee of written notice of its election to do so.  If the Company
elects to assume the defense of such Proceeding, then unless the plaintiff or
plaintiffs in such Proceeding include one or more Persons holding, together with
his, her or its Affiliates, in the aggregate, a majority of the combined voting
power of the Company’s then outstanding Voting Securities, the Company shall
assume such defense using a single law firm selected by the Company representing
Indemnitee and other present and former directors or officers of the
Company.  The retention of such law firm by the Company shall be
subject to prior written approval by Indemnitee, which approval shall not be
unreasonably withheld, delayed or conditioned.  If the Company elects
to assume the defense of such Proceeding and the plaintiff or plaintiffs in such
Proceeding include one or more Persons holding, together with his, her or its
Affiliates, in the aggregate, a majority of the combined voting power of the
Company’s then outstanding Voting Securities, then the Company shall assume such
defense using a single law firm selected by Indemnitee and any other present or
former directors or officers of the Company who are parties to such
Proceeding.  After (x) in the case of retention of any such law firm
selected by the Company, delivery of the required notice to Indemnitee, approval
of such law firm by Indemnitee and the retention of such law firm by the
Company, or (y) in the case of retention of any such law firm selected by
Indemnitee, the completion of such retention, the Company will not be liable to
Indemnitee under this Agreement for any Expenses of any other law firm incurred
by Indemnitee after the date that such first law firm is retained by the Company
with respect to the same Proceeding, provided, that in the
case of retention of any such law firm selected by the Company (a) Indemnitee
shall have the right to retain a separate law firm in any such Proceeding at
Indemnitee’s sole expense; and (b) if (i) the retention of a law firm by
Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall
have reasonably concluded that there may be a conflict of interest between
either (1) the Company and Indemnitee or (2) Indemnitee and another present or
former director or officer of the Company also represented by such law firm in
the conduct of any such defense, or (iii) the Company shall not, in fact, have
retained a law firm to prosecute the defense of such Proceeding within 30 days,
then the reasonable Expenses of a single law firm retained by Indemnitee shall
be at the expense of the Company.

     

    ARTICLE
10

     

    PROCEDURE
FOR NOTIFICATION; DEFENSE OF CLAIM; SETTLEMENT

     

    10.1.      Indemnitee
shall, as a condition precedent to Indemnitee’s right to be indemnified under
this Agreement, give the Company notice in writing promptly of any claim made
against Indemnitee for which indemnification will or could be sought under this
Agreement, provided, however, that a delay
in giving such notice shall not deprive Indemnitee of any right to be
indemnified under this Agreement unless, and then only to the extent that, such
delay is materially prejudicial to the defense of such claim.  The
omission to notify the Company will not relieve the Company from any obligation
for indemnification which it may have to Indemnitee otherwise than under this
Agreement.  The Secretary of the Company shall, promptly upon receipt
of such a request for indemnification, advise the Board in writing that
Indemnitee has requested indemnification.

     

    10.2.      The
Company will be entitled to participate in the Proceeding at its own
expense.

     

    10.3.      The
Company shall have no obligation to indemnify Indemnitee under this Agreement
for any amounts paid in settlement of any claim effected without the Company’s
prior written consent, provided the Company has not breached its obligations
hereunder.  The Company shall not settle any claim, including, without
limitation, any claim in which it takes the position that Indemnitee is not
entitled to indemnification in connection with such settlement, nor shall the
Company settle any claim which would impose any fine or any obligation on
Indemnitee, without Indemnitee’s prior written consent.  Neither the
Company nor Indemnitee shall unreasonably withhold their consent to any proposed
settlement.

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    ARTICLE
11

     

    PROCEDURE
UPON APPLICATION FOR INDEMNIFICATION

     

    11.1.      Upon
written request by Indemnitee for indemnification pursuant to the first sentence
of Section
10.1, a determination, if required by applicable law, with respect to
Indemnitee’s entitlement thereto shall be made in the specific
case:  (a) if a Change in Control shall have occurred, by Independent
Counsel in a written opinion to the Board, a copy of which shall be delivered to
Indemnitee; or (b) if a Change in Control shall not have occurred, (i) by a
majority vote of the Disinterested Directors (provided there is a minimum of
three Disinterested Directors), even though less than a quorum of the Board,
(ii) by a committee of Disinterested Directors designated by a majority vote of
the Disinterested Directors (provided there is a minimum of three Disinterested
Directors), even though less than a quorum of the Board, or (iii) if there are
less than three Disinterested Directors or, if such Disinterested Directors so
direct, by Independent Counsel in a written opinion to the Board, a copy of
which shall be delivered to Indemnitee, and, if it is so determined that
Indemnitee is entitled to indemnification, payment to Indemnitee shall be made
within ten business days after such determination.  Indemnitee shall
cooperate with the person, persons or entity making such determination with
respect to Indemnitee’s entitlement to indemnification, including providing to
such person, persons or entity upon reasonable advance request any documentation
or information which is not privileged or otherwise protected from disclosure
and which is reasonably available to Indemnitee and reasonably necessary to such
determination, provided, that
nothing contained in this Agreement shall require Indemnitee to waive any
privilege Indemnitee may have.  Any costs or expenses (including
reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so
cooperating with the person, persons or entity making such determination shall
be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company hereby indemnifies and agrees to
hold Indemnitee harmless therefrom.

     

    11.2.      If
the determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 11.1 hereof,
the Independent Counsel shall be selected as provided in this Section 11.2. If a
Change in Control shall not have occurred, the Independent Counsel shall be
selected by the Board, and the Company shall give written notice to Indemnitee
advising Indemnitee of the identity of the Independent Counsel so selected. If a
Change in Control shall have occurred, the Independent Counsel shall be selected
by Indemnitee (unless Indemnitee shall request that such selection be made by
the Board, in which event the preceding sentence shall apply), and Indemnitee
shall give written notice to the Company advising it of the identity of the
Independent Counsel so selected. In either event, Indemnitee or the Company, as
the case may be, may, within ten business days after such written notice of
selection shall have been given, deliver to the Company or to Indemnitee, as the
case may be, a written objection to such selection; provided, however, that such
objection may be asserted only on the ground that the Independent Counsel so
selected does not meet the requirements of “Independent Counsel” as defined in
Article 1 of
this Agreement, and the objection shall set forth with particularity the factual
basis of such assertion. Absent a proper and timely objection, the person so
selected shall act as Independent Counsel. If such written objection is so made
and substantiated, the Independent Counsel so selected may not serve as
Independent Counsel unless and until such objection is withdrawn or a court has
determined that such objection is without merit. If, within 20 days after
submission by Indemnitee of a written request for indemnification pursuant to
Section 10.1
hereof, no Independent Counsel shall have been selected and not objected to,
either the Company or Indemnitee may seek arbitration for resolution of any
objection which shall have been made by the Company or Indemnitee to the other’s
selection of Independent Counsel and/or for the appointment as Independent
Counsel of a person selected by the arbitrator or by such other person as the
arbitrator shall designate, and the person with respect to whom all objections
are so resolved or the person so appointed shall act as Independent Counsel
under Section
11.1 hereof. Such arbitration referred to in the previous sentence shall
be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules
of the American Arbitration Association. Upon the due commencement of any
judicial proceeding pursuant to Section 14.1 of this
Agreement, Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).


    
      
         


      

      
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    ARTICLE
12

     

    ESTABLISHMENT
OF TRUST

     

    In the
event a Change in Control has occurred or is reasonably likely to occur, the
Company shall, upon written request by Indemnitee, create a trust for the
benefit of Indemnitee and from time to time upon written request of Indemnitee
shall fund such trust in an amount sufficient to satisfy any and all Expenses
reasonably anticipated at the time of each such request to be incurred in
connection with investigating, preparing for and defending any claim for
indemnification hereunder, and any and all judgments, fines, penalties and
settlement amounts of any and all claims for indemnification from time to time
actually paid or claimed, reasonably anticipated or proposed to be paid. The
amount or amounts to be deposited in the trust pursuant to the foregoing funding
obligation shall be determined by the Independent Counsel. The terms of the
trust shall provide that upon a Change in Control (i) the trust shall not be
revoked or the principal thereof invaded, without the written consent of
Indemnitee, (ii) the trustee shall advance, within five business days of a
request by Indemnitee, any and all Expenses to Indemnitee (and Indemnitee hereby
agrees to reimburse the trust under the circumstances under which Indemnitee
would be required to reimburse the Company under this Agreement), (iii) the
trust shall continue to be funded by the Company in accordance with the funding
obligation set forth above, (iv) the trustee shall promptly pay to Indemnitee
all amounts for which Indemnitee shall be entitled to indemnification pursuant
to this Agreement or otherwise, and (v) all unexpended funds in such trust shall
revert to the Company upon a final determination by the Independent Counsel or a
court of competent jurisdiction, as the case may be, that Indemnitee has been
fully indemnified under the terms of this Agreement. The trustee shall be chosen
by Indemnitee. Nothing in this Article 12 shall
relieve the Company of any of its obligations under this Agreement. All income
earned on the assets held in the trust shall be reported as income by the
Company for federal, state, local and foreign tax purposes. The Company shall
pay all costs of establishing and maintaining the trust.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    ARTICLE
13

     

    PRESUMPTIONS
AND EFFECT OF CERTAIN PROCEEDINGS

     

    13.1.      In
making a determination with respect to entitlement to indemnification hereunder,
the Person making such determination shall presume that Indemnitee is entitled
to indemnification under this Agreement if Indemnitee has submitted a request
for indemnification in accordance with Section 10.1 of this
Agreement, and the Company shall have the burden of proof to overcome that
presumption in connection with the making by any Person of any determination
contrary to that presumption.  Neither the failure of the Company
(including by its Board, its Independent Counsel and its shareholders) to have
made a determination prior to the commencement of any action pursuant to this
Agreement that indemnification or advancement of expenses is proper in the
circumstances because Indemnitee has met the applicable standard of conduct, nor
an actual determination by the Company (including by its Board, its Independent
Counsel and its shareholders) that Indemnitee has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that Indemnitee has not met the applicable standard of conduct.

     

    13.2.      If
the Person empowered or selected under Article 11 of this
Agreement to determine whether Indemnitee is entitled to indemnification shall
not have made a determination within thirty days after receipt by the Company of
the request therefor, the requisite determination of entitlement to
indemnification shall be deemed to have been made and Indemnitee shall be
entitled to such indemnification, absent (a) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for
indemnification, or (b) a final judicial determination that any or all such
indemnification is expressly prohibited under applicable law; provided, however, that such
30-day period may be extended for a reasonable time, not to exceed an additional
fifteen days, if the Person making the determination with respect to entitlement
to indemnification in good faith requires such additional time for the obtaining
or evaluating of documentation and/or information relating thereto.

     

    13.3.      The
termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement (with or without court approval) or conviction, or
upon a plea of nolo contendere or its
equivalent, shall not (except as otherwise expressly provided in this Agreement)
of itself adversely affect the right of Indemnitee to indemnification or create
a presumption that Indemnitee did not act in good faith and in a manner which
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company or, with respect to any criminal Proceeding, that Indemnitee had
reasonable cause to believe that Indemnitee’s conduct was unlawful or the
Liabilities or Expenses were incurred by Indemnitee’s own fraud or willful
default.

     

    13.4.      For
purposes of any determination of good faith, Indemnitee shall be deemed to have
acted in good faith if, among other things, Indemnitee’s action is based on the
records or books of account of the Enterprise, including financial statements,
or on information supplied to Indemnitee by the directors or officers of the
Enterprise in the course of their duties, or on the advice of legal counsel for
the Enterprise, its Board, any committee of the Board or any director, or on
information or records given or reports made to the Enterprise, its Board, any
committee of the Board or any director, by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care by
the Enterprise, its Board, any committee of the Board or any
director.  The provisions of this Section 13.4 shall
not be deemed to be exclusive or to limit in any way the other circumstances in
which Indemnitee may be deemed or found to have met the applicable standard of
conduct set forth in this Agreement.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    13.5.      The
knowledge and/or actions, or failure to act, of any other director, officer,
trustee, partner, managing member, fiduciary, agent or employee of the
Enterprise shall not be imputed to Indemnitee for purposes of determining the
right to indemnification under this Agreement.

     

    ARTICLE
14

     

    REMEDIES
OF INDEMNITEE

     

    14.1.      In
the event that (a) a determination is made pursuant to Article 11 of this
Agreement that Indemnitee is not entitled to indemnification under this
Agreement, (b) advancement of Expenses, to the fullest extent permitted by
applicable law, is not timely made pursuant to Article 9 of this
Agreement, (c) no determination of entitlement to indemnification shall have
been made pursuant to Section 11.1 of this
Agreement within thirty days after receipt by the Company of the request for
indemnification and of reasonable documentation and information which Indemnitee
may be called upon to provide pursuant to Section 11.1, (d)
payment of indemnification is not made pursuant to Articles 4, 5, 6, or the last
sentence of Section
11.1 of this Agreement within ten business days after receipt by the
Company of a written request therefor, (e) a contribution payment is not made in
a timely manner pursuant to Article 7 of this
Agreement, or (f) payment of indemnification pursuant to Article 3 or 6 of this Agreement
is not made within ten business days after a determination has been made that
Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an
adjudication by a court of Indemnitee’s entitlement to such indemnification,
contribution or advancement of Expenses.  Alternatively, Indemnitee,
at his option, may seek an award in arbitration to be conducted by a single
arbitrator pursuant to the Commercial Arbitration Rules of the American
Arbitration Association.  Except as set forth herein, the provisions
of Cayman Islands law (without regard to its conflict of laws rules) shall apply
to any such arbitration.  The Company shall not oppose Indemnitee’s
right to seek any such adjudication or award in arbitration.

     

    14.2.      In
the event that a determination shall have been made pursuant to Section 11.1 of this
Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Article 14 shall be
conducted in all respects as a de novo trial, or arbitration, on the merits and
Indemnitee shall not be prejudiced by reason of that adverse
determination.  In any judicial proceeding or arbitration commenced
pursuant to this Article 14,
Indemnitee shall be presumed to be entitled to receive advances of Expenses
under this Agreement and the Company shall have the burden of proving Indemnitee
is not entitled to indemnification or advancement of Expenses, as the case may
be, and the Company may not refer to or introduce into evidence any
determination pursuant to Section 11.1 of this
Agreement adverse to Indemnitee for any purpose.  If Indemnitee
commences a judicial proceeding or arbitration pursuant to this Article 14,
Indemnitee shall not be required to reimburse the Company for any advances
pursuant to Article
9 until a final determination is made with respect to Indemnitee’s
entitlement to indemnification (as to which all rights of appeal have been
exhausted or lapsed).


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    14.3.      If
a determination shall have been made pursuant to Section 11.1 of this
Agreement that Indemnitee is entitled to indemnification, the Company shall be
bound by such determination in any judicial proceeding or arbitration commenced
pursuant to this Article 14, absent
(a) a misstatement by Indemnitee of a material fact, or an omission of a
material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification, or (b) a
prohibition of such indemnification under applicable law.

     

    14.4.      The
Company shall be precluded from asserting in any judicial proceeding or
arbitration commenced pursuant to this Article 14 that the
procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator
that the Company is bound by all the provisions of this Agreement.

     

    14.5.      The
Company shall indemnify and hold harmless Indemnitee to the fullest extent
permitted by law against all Expenses and, if requested by Indemnitee, shall
(within ten days after the Company’s receipt of such written request) pay to
Indemnitee, to the fullest extent permitted by applicable law, such Expenses
which are incurred by Indemnitee in connection with any judicial proceeding or
arbitration brought by Indemnitee: (a) to enforce his rights under, or to
recover damages for breach of, this Agreement or any other indemnification,
advancement or contribution agreement or provision of the Memorandum and
Articles of Association now or hereafter in effect; or (b) for recovery or
advances under any insurance policy maintained by any person for the benefit of
Indemnitee, regardless of the outcome and whether Indemnitee ultimately is
determined to be entitled to such indemnification, advancement, contribution or
insurance recovery, as the case may be (unless such judicial proceeding or
arbitration was not brought by Indemnitee in good faith).

     

    14.6.      Interest
shall be paid by the Company to Indemnitee at the legal rate under Cayman
Islands law for amounts which the Company indemnifies, or is obliged to
indemnify, for the period commencing with the date on which Indemnitee requests
indemnification, contribution, reimbursement or advancement of any Expenses and
ending with the date on which such payment is made to Indemnitee by the
Company.

     

    ARTICLE
15

     

    SECURITY

     

    Notwithstanding
anything herein to the contrary, to the extent requested by Indemnitee and
approved by the Board, the Company may at any time and from time to time provide
security to Indemnitee for the Company’s obligations hereunder through an
irrevocable bank line of credit, funded trust or other
collateral.  Any such security, once provided to Indemnitee, may not
be revoked or released without the prior written consent of
Indemnitee.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    ARTICLE
16

     

    NON-EXCLUSIVITY;
SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION

     

    16.1.      The
rights of Indemnitee as provided by this Agreement shall not be deemed exclusive
of any other rights to which Indemnitee may at any time be entitled under
applicable law, the Memorandum and Articles of Association, any agreement, a
vote of shareholders or a resolution of directors, or otherwise. No amendment,
alteration or repeal of this Agreement or of any provision hereof shall limit or
restrict any right of Indemnitee under this Agreement in respect of any action
taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to
such amendment, alteration or repeal. To the extent that a change in applicable
law, whether by statute or judicial decision, permits greater indemnification or
advancement of Expenses than would be afforded currently under the Memorandum
and Articles of Association or this Agreement, it is the intent of the parties
hereto that Indemnitee shall enjoy by this Agreement the greater benefits so
afforded by such change. No right or remedy herein conferred is intended to be
exclusive of any other right or remedy, and every other right and remedy shall
be cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other right or remedy.

     

    16.2.      The
Memorandum and Articles of Association permit the Company to purchase and
maintain insurance or furnish similar protection or make other arrangements
including, but not limited to, providing a trust fund, letter of credit, or
surety bond (“Indemnification
Arrangements”) on behalf of Indemnitee against any liability asserted
against him or incurred by or on behalf of him or in such capacity as a
director, officer or agent of the Company, or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability under the provisions of this Agreement.  The purchase,
establishment, and maintenance of any such Indemnification Arrangement shall not
in any way limit or affect the rights and obligations of the Company or of
Indemnitee under this Agreement except as expressly provided herein, and the
execution and delivery of this Agreement by the Company and Indemnitee shall not
in any way limit or affect the rights and obligations of the Company or the
other party or parties thereto under any such Indemnification
Arrangement.

     

    16.3.      To
the extent that the Company maintains an insurance policy or policies providing
liability insurance for directors, officers, trustees, partners, managing
members, fiduciaries, employees, or agents of the Company or of any other
Enterprise which such person serves at the request of the Company, Indemnitee
shall be covered by such policy or policies in accordance with its or their
terms to the maximum extent of the coverage available for any such director,
officer, trustee, partner, managing member, fiduciary, employee or agent under
such policy or policies.  If, at the time the Company receives notice
from any source of a Proceeding as to which Indemnitee is a party or a
participant (as a witness or otherwise), the Company has director and officer
liability insurance in effect, the Company shall give prompt notice of the
commencement of such Proceeding to the insurers in accordance with the
procedures set forth in the respective policies.  The Company shall
thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of Indemnitee, all amounts payable as a result of such Proceeding in
accordance with the terms of such policies.

     

    16.4.      In
the event of any payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee,
who shall execute all papers reasonably required and take all action reasonably
necessary to secure such rights, including execution of such documents as are
necessary to enable the Company to bring suit to enforce such
rights.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    16.5.      The
Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable (or for which advancement is provided hereunder)
hereunder if and to the extent that Indemnitee has otherwise actually received
such payment under any insurance policy, contract, agreement or
otherwise.

     

    16.6.      The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee
who is or was serving at the request of the Company as a director, officer,
trustee, partner, managing member, fiduciary, employee or agent of any other
Enterprise shall be reduced by any amount Indemnitee has actually received as
indemnification payments or advancement of expenses from such
Enterprise.  Notwithstanding any other provision of this Agreement to
the contrary, (a) Indemnitee shall have no obligation to reduce, offset,
allocate, pursue or apportion any indemnification advancement, contribution or
insurance coverage among multiple parties possessing such duties to Indemnitee
prior to the Company’s satisfaction and performance of all its obligations under
this Agreement, and (b) the Company shall perform fully its obligations under
this Agreement without regard to whether Indemnitee holds, may pursue or has
pursued any indemnification, advancement, contribution or insurance coverage
rights against any person or entity other than the Company.

     

    ARTICLE
17

     

    ENFORCEMENT
AND BINDING EFFECT

     

    17.1.      The
Company expressly confirms and agrees that it has entered into this Agreement
and assumed the obligations imposed on it hereby in order to induce Indemnitee
to serve or continue to serve as a director, officer or key employee of the
Company, and the Company acknowledges that Indemnitee is relying upon this
Agreement in serving or continuing to serve as a director, officer or key
employee of the Company.

     

    17.2.      This
Agreement shall be effective as of the date set forth on the first page and may
apply to acts or omissions of Indemnitee which occurred prior to such date if
Indemnitee was an officer, director or other agent of the Company, or was
serving at the request of the Company as a director, officer or agent of another
corporation, partnership, joint venture, trust or other enterprise, at the time
such act or omission occurred.

     

    17.3.      The
Company and Indemnitee agree herein that a monetary remedy for breach of this
Agreement, at some later date, may be inadequate, impracticable and difficult to
prove, and further agree that such breach may cause Indemnitee irreparable
harm.  Accordingly, the parties hereto agree that Indemnitee may
enforce this Agreement by seeking, among other things, injunctive relief and/or
specific performance hereof, without any necessity of showing actual damage or
irreparable harm and that by seeking injunctive relief and/or specific
performance, Indemnitee shall not be precluded from seeking or obtaining any
other relief to which he may be entitled.  The Company and Indemnitee
further agree that Indemnitee shall be entitled to such specific performance and
injunctive relief, including temporary restraining orders, preliminary
injunctions and permanent injunctions, without the necessity of posting bonds or
other undertaking in connection therewith.  The Company acknowledges
that in the absence of a waiver, a bond or undertaking may be required of
Indemnitee by the Court, and the Company hereby waives any such requirement of
such a bond or undertaking.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    ARTICLE
18

     

    MISCELLANEOUS

     

    18.1.      Successors and
Assigns.  This Agreement shall be binding upon the Company and
its successors and assigns and shall inure to the benefit of Indemnitee and
Indemnitee’s heirs, executors and administrators.  The Company shall
require and cause any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all, substantially all or a substantial part, of
the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place.

     

    18.2.      Severability.  In
the event that any provision of this Agreement is determined by a court to
require the Company to do or to fail to do an act which is in violation of
applicable law, such provision (including any provision within a single Article,
Section, paragraph or sentence) shall be limited or modified in its application
to the minimum extent necessary to avoid a violation of law, and, as so limited
or modified, such provision and the balance of this Agreement shall be
enforceable in accordance with their terms to the fullest extent permitted by
law.

     

    18.3.      Entire
Agreement.  Without limiting any of the rights of Indemnitee
under the Memorandum and Articles of Association as they may be amended from
time to time, this Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings, oral, written and implied, between the
parties hereto with respect to the subject matter hereof.

     

    18.4.      Modification, Waiver and
Termination.  No supplement, modification, termination,
cancellation or amendment of this Agreement shall be binding unless executed in
writing by the parties hereto.  No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provisions of this Agreement nor shall any waiver constitute a continuing
waiver.

     

    18.5.      Notices.  All
notices, requests, demands and other communications under this Agreement shall
be in writing and shall be deemed to have been duly given (a) if delivered by
hand and receipted for by the party to whom said notice or other communication
shall have been directed, or (b) mailed by certified or registered mail with
postage prepaid, on the third business day after the date on which it is so
mailed:

     

      
(i)           If to
Indemnitee, at the address indicated on the signature page of this Agreement, or
such other address as Indemnitee shall provide in writing to the
Company.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

    


      
(ii)           If to the
Company, to:

    Cazador
Acquisition Corporation Ltd.

    c/o Arco
Capital Management LLC

    7
Sheinovo Street

    1504
Sofia, Bulgaria

    Attn:
Francesco Piovanetti, Co-Chief Executive Officer

    


    or to any
other address as may have been furnished to Indemnitee in writing by the
Company, with a copy (which shall not constitute notice) 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.

    


    18.6.      Applicable Law. This
Agreement and the legal relations among the parties shall be governed by, and
construed and enforced in accordance with, the laws of the Cayman Islands,
without regard to its conflict of laws rules.

     

    18.7.      Identical
Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall for all purposes be deemed to be an original but all of
which together shall constitute one and the same Agreement. Only one such
counterpart signed by the party against whom enforceability is sought needs to
be produced to evidence the existence of this Agreement.

     

    18.8.      Headings. The
headings of the paragraphs of this Agreement are inserted for convenience only
and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.

     

    18.9.      Period of
Limitations. No legal action shall be brought and no cause of action
shall be asserted by or in the right of the Company against Indemnitee,
Indemnitee’s spouse, heirs, executors or personal or legal representatives after
the expiration of two years from the date of accrual of such cause of action,
and any claim or cause of action of the Company shall be extinguished and deemed
released unless asserted by the timely filing of a legal action within such
two-year period; provided, however, that if any
shorter period of limitations is otherwise applicable to any such cause of
action such shorter period shall govern.

     

    18.10.    Additional Acts. If
for the validation of any of the provisions in this Agreement any act,
resolution, approval or other procedure is required, the Company undertakes to
cause such act, resolution, approval or other procedure to be affected or
adopted in a manner that will enable the Company to fulfill its obligations
under this Agreement.


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement to be
signed as of the day and year first above written.

     

    
      
        
          
            	
                    COMPANY:

                  
	 
      
	
                    CAZADOR
      ACQUISITION CORPORATION LTD.

                  
	 
      
	
                    By:

                  	  
      
	
                    Name:

                    Title:

                  
	 
      
	
                    INDEMNITEE:

                  
	 
      
	
                    By:

                  	  
      
	
                    Name:

                  
	
                    Address:

                  


          

        

      

    

     

    
      
         


      

      
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