Unassociated Document

 

    EXHIBIT 10.4

    
    

    FORM
OF

    PROMISSORY
NOTE

    


    
      	
              $200,000

            	
              As
      of __________, 2010

            


    

    


    Cazador
Acqusition Corporation Ltd. (the “Maker”) promises to pay to the
order of Cazador Sub Holdings Ltd. (the “Payee”) the principal sum of
Two Hundred Thousand Dollars and No Cents ($200,000.00) in lawful money of the
United States of America, on the terms and conditions described
below.

    


    1. Principal. The
principal balance of this Note shall be repayable on the earlier of (i) December
31, 2011, or (ii) 6 months following the date on which the Maker consummates an
initial public offering of its securities (the “Maturity Date”).

    


    2. Interest. This Note
shall bear no interest.

    


    3. Application of
Payments. All payments shall be applied first to payment in full of any
costs incurred in the collection of any sum due under this Note, including
(without limitation) reasonable attorneys’ fees, then to the payment in full of
any late charges and finally to the reduction of the unpaid principal balance of
this Note.

    


    4. Events of Default.
The following shall constitute Events of Default:

    


    (a) Failure to Make Required
Payments. Failure by Maker to pay the principal of this Note within five
(5) business days following the date when due.

    


    (b) Voluntary Bankruptcy,
Etc. The commencement by Maker of a voluntary case under applicable
bankruptcy law, or any other applicable insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of
its property, or the making by it of any assignment for the benefit of
creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of
the foregoing.

    


    (c) Involuntary Bankruptcy,
Etc. The entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of maker in an involuntary case under
applicable bankruptcy law, or any other applicable insolvency or other similar
law, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of Maker or for any substantial part of its
property, or ordering the winding-up or liquidation of the affairs of Maker, and
the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    5. Remedies.

    


    (a) Upon
the occurrence of an Event of Default specified in Section 4(a), Payee may, by
written notice to Maker, declare this Note to be due and payable, whereupon the
principal amount of this Note, and all other amounts payable hereunder, shall
become immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary
notwithstanding.

    


    (b) Upon
the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the
unpaid principal balance of, and all other sums payable with regard to, this
Note shall automatically and immediately become due and payable, in all cases
without any action on the part of Payee.

    


    6. Waivers. Maker and
all endorsers and guarantors of, and sureties for, this Note waive presentment
for payment, demand, notice of dishonor, protest, and notice of protest with
regard to the Note, all errors, defects and imperfections in any proceedings
instituted by Payee under the terms of this Note, and all benefits that might
accrue to Maker by virtue of any present or future laws exempting any property,
real or personal, or any part of the proceeds arising from any sale of any such
property, from attachment, levy or sale under execution, or providing for any
stay of execution, exemption from civil process, or extension of time for
payment; and Maker agrees that any real estate that may be levied upon pursuant
to a judgment obtained by virtue hereof, on any writ of execution issued hereon,
may be sold upon any such writ in whole or in part in any order desired by
Payee.

    


    7. Unconditional
Liability. Maker hereby waives all notices in connection with the
delivery, acceptance, performance, default, or enforcement of the payment of
this Note, and agrees that its liability shall be unconditional, without regard
to the liability of any other party, and shall not be affected in any manner by
any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals,
waivers, or modifications that may be granted by Payee with respect to the
payment or other provisions of this Note, and agrees that additional makers,
endorsers, guarantors, or sureties may become parties hereto without notice to
them or affecting their liability hereunder.

    


    8. Notices. Any notice
called for hereunder shall be deemed properly given if (i) sent by certified
mail, return receipt requested, (ii) personally delivered, (iii) dispatched by
any form of private or governmental express mail or delivery service providing
receipted delivery, (iv) sent by telefacsimile or (v) sent by electronic mail,
to the following addresses or to such other address as either party may
designate by notice in accordance with this Section:

    


    If to
Maker:

    


    Cazador
Acquisition Corporation Ltd.

    c/o Arco
Capital Management LLC

    7
Sheinovo Street

    1504
Sofia, Bulgaria

    Attention:  Francesco
Piovanetti

    Title:  Co-Chief
Executive Officer


    
      
         


      

      
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    If to
Payee:

    


    Arco
Capital Management

    7
Sheinovo Street

    1504
Sofia, Bulgaria

    Attention:
Francesco Piovanetti

    Title:
Co-Chief Executive Officer

     

    Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving
party, (ii) the date shown on a telefacsimile transmission confirmation, (iii)
the date on which an electronic mail transmission was received by the receiving
party’s on-line access provider (iv) the date reflected on a signed delivery
receipt, or (vi) two (2) business days following tender of delivery or dispatch
by express mail or delivery service.

    


     9.
Construction.
This Note shall be construed and enforced in accordance with the domestic,
internal law, but not the law of conflict of laws, of the State of New
York.

    


    10. Severability. Any
provision contained in this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

    


    IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this
Note to be duly executed the day and year first above written.

    


    
      
        
          	
                  Cazador
      Acquisition Corporation Ltd.

                
	 
      	 
      
	
                  By:         

                	  
      
	 
      	
                  Name:
      Francesco Piovanetti

                
	 
      	
                  Title:   Co-Chief
      Executive Officer

                


        

      

    

     

    
      
         


      

      
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