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Exhibit 10.12    
    


 
 

PROSPECT ACQUISITION CORP.    
    
    SPONSORS' WARRANTS PURCHASE AGREEMENT    
    


        THIS SPONSORS' WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this
"Agreement"), dated as of [    •    ], 2007, is entered into by and among Prospect Acquisition
Corp, a Delaware corporation (the "Company") and the purchasers listed in Schedule A hereto (each a
"Purchaser" and collectively, the "Purchasers"). 


        WHEREAS,
the Company intends to file a registration statement on Form S-1 with the Securities and Exchange Commission (the "Registration
Statement") in connection with the proposed initial public offering of the Company's units (the "Initial Public Offering"), each
unit consisting of one share of the Company's common stock, par value $0.0001 per share (a "Share"), and one warrant to purchase one Share at an
exercise price of $7.50 per Share; 


        WHEREAS,
concurrently with the sale of units in the Initial Public Offering, the Company desires to issue and sell and the Purchasers desire to purchase, in the respective amounts set
forth opposite each Purchaser's name on Schedule A hereto and upon the terms and conditions set forth in this Agreement, an aggregate of 5,250,000 warrants (the
"Sponsors' Warrants"), each Sponsors' Warrant entitling the holder to purchase one Share at an exercise price of $7.50 per Share. 



        WHEREAS,
pursuant to the terms of the Warrant Agreement to be entered into by the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, on or prior to the
effective date of the Registration Statement substantially in the form attached as Exhibit A hereto (the "Warrant Agreement"), upon issuance, the
Sponsors' Warrants will be deposited with Continental Stock Transfer & Trust Company, as escrow agent (the "Escrow Agent") under the Escrow
Agreement to be entered into by the Initial Stockholders (as defined therein) and the Company on or prior to the effective date of the Registration Statement, substantially in the form attached as
Exhibit B hereto (the "Escrow Agreement") until the Transfer Restriction Termination Date (as defined therein). 


        NOW
THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows: 


 
 

AGREEMENT    
    


Section 1.    Authorization, Purchase and Sale; Terms of the Sponsors'
Warrants.    


        A.    Authorization
of the Sponsors' Warrants. The Company has duly authorized the issuance and sale to the Purchasers of the Sponsors' Warrants. 


        B.    Purchase
and Sale of the Sponsors' Warrants. Simultaneously with consummation of the Initial Public Offering, or on such earlier date as may be established from time to
time by mutual agreement of the parties (in each case, the "Closing Date"), the Company shall issue and sell to the Purchasers, and the Purchasers shall
purchase from the Company, the respective number of Sponsors' Warrants set forth opposite each Purchaser's name on Schedule A hereto. The purchase price for each Sponsors' Warrant shall be
$1.00 per warrant, for an aggregate purchase price of $5,250,000 (the "Purchase Price"), which shall be paid by wire transfer of immediately available
funds to the trust account established by the Company in connection with the Initial Public Offering in accordance with the Company's wiring instructions. On the Closing Date, upon the payment by the
Purchasers of the Purchase Price by wire transfer of immediately available funds to the Company, the Company shall deliver certificates evidencing the Sponsors' Warrants to be purchased by the
Purchasers hereunder, registered in the Purchasers' respective names to the Escrow Agent for deposit pursuant to the Escrow Agreement. 


        C.    Terms
of the Sponsors' Warrants. 







 



          (i)  Each
Sponsors' Warrant shall have the terms set forth in the Warrant Agreement. 



         (ii)  Transfer
Restrictions: In addition to the restrictions on transfer set forth in Section 9 hereof, each of the Purchasers acknowledges that the Sponsors' Warrants
and the Shares issuable upon exercise of the Sponsors' Warrants are subject to the restrictions on transfer and exercise set forth in the Warrant Agreement and will be deposited with the Escrow Agent
pursuant to the Escrow Agreement until the Transfer Restriction Termination Date. 


        (iii)  Registration
Rights: In connection with the closing of the Initial Public Offering, the Company and the Purchasers shall enter into an agreement (the
"Registration Rights Agreement") granting the Purchasers registration rights with respect to Sponsors' Warrants and the Shares underlying the Sponsors'
Warrants. 




Section 2.    Representations and Warranties of the Company.    


        As
a material inducement to the Purchasers to enter into this Agreement and purchase the Sponsors' Warrants, the Company hereby represents and warrants to the Purchasers (which
representations and warranties shall survive the Closing Date) that: 



        A.    Organization
and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is
qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets
of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement. 


        B.    Authorization;
No Breach. 



          (i)  The
execution, delivery and performance of this Agreement, the Warrant Agreement and the Sponsors' Warrants have been duly authorized by the Company as of the Closing
Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. The Warrant Agreement, and upon issuance in accordance with, and payment
pursuant to, the terms of the Warrant Agreement and this Agreement, the Sponsors' Warrants, constitute valid and binding obligations of the Company, enforceable in accordance with their respective
terms as of the Closing Date. 


         (ii)  The
execution and delivery by the Company of this Agreement, the Warrant Agreement and the Sponsors' Warrants, the sale and issuance of the Sponsors' Warrants, the
issuance of the Shares of
common stock upon exercise of the Sponsors' Warrants and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date
(a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest,
charge or encumbrance upon the Company's capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or
notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Certificate of Incorporation of the Company or the bylaws of the Company, each as
in effect and as may be amended from time to time, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is
subject, except for any filings required after the date hereof under federal or state securities laws. 




        C.    Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon exercise of the
Sponsors' Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchasers
will have good title to the 


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Sponsors'
Warrants and the Shares issuable upon exercise of such Sponsors' Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions
hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to
the actions of the applicable Purchaser. 


        D.    Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the
execution, delivery and performance by the Company of this Agreement or the Warrant Agreement, or the consummation by the Company of any other transactions contemplated hereby. 


Section 3.    Representations and Warranties of the Purchasers.    


        As
a material inducement to the Company to enter into this Agreement and issue and sell the Sponsors' Warrants to the Purchasers, the Purchasers, severally and not jointly, hereby
represent and warrant to the Company (which representations and warranties shall survive the Closing Date) that: 



        A.    Capacity
and State Law Compliance. If the Purchaser (i) is not a natural person, it is validly organized and legally existing in the jurisdiction of its
organization with full power and capacity and (ii) is a natural person, has the legal capacity, in each case, to execute and perform the obligations imposed on the Purchaser hereunder. The
Purchaser has engaged in the transactions contemplated by this Agreement within a state in which the offer and sale of the Sponsors' Warrants is permitted under applicable securities laws. The
Purchaser understands and acknowledges that the purchase of Shares upon the exercise of the Sponsors' Warrants will require the availability of an exemption from registration under federal and/or
state securities laws and that any sale of such Shares shall require registration or the availability of an exemption from registration under federal and/or state securities laws. 


        B.    Authorization;
No Breach. 



          (i)  This
Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equitable principles (whether considered in a proceeding in
equity or law). 


         (ii)  The
execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the respective terms hereof by the Purchaser does not and shall
not as of the Closing Date conflict with or result in a breach of the terms, conditions or provisions of the organizational documents of the Purchaser, as in effect and as may be amended from time to
time, or any other agreement, instrument, order, judgment or decree to which the Purchaser is subject. 




        C.    Investment
Representations. 



          (i)  The
Purchaser is acquiring the Sponsors' Warrants and, upon exercise of the Sponsors' Warrants, the Shares issuable upon such exercise (collectively, the
"Securities") for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or
distribution thereof. 


         (ii)  The
Purchaser is an "accredited investor" as such term is defined in Rule 501(a)(3) of Regulation D. 


        (iii)  The
Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the
United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser's compliance with, the representations and warranties of the
Purchasers set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities. 



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        (iv)  The
Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under
the Securities Act of 1933, as amended (the "Securities Act"). 


         (v)  The
Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the
Securities which have been requested by such Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser
understands that its investment in the Securities involves a high degree of risk. The Purchaser has sought such accounting, legal and tax advice as such Purchaser has considered necessary to make an
informed investment decision with respect to such Purchaser's acquisition of the Securities. 


        (vi)  The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or
endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the
Securities. 


       (vii)  The
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not
be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically
set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to
comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the Securities and Exchange Commission has taken the position that promoters or
affiliates of a blank check company and their transferees, both before and after a Business Combination, are deemed to be "underwriters" under the Securities Act when reselling the securities of a
blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with
the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act. The
Purchaser is able to bear the economic risk of its investment in the Securities for an indefinite period of time. 


      (viii)  The
Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with investments in the securities of
companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the
Securities in the amount contemplated hereunder. The Purchaser has adequate means of providing for it or his/her current financial needs and contingencies and will have no current or anticipated
future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its or his investment in the Securities. 




        D.    Waiver
of Claims. Each Purchaser hereby waives any and all rights to assert any present or future claims, including any right of rescission, against the Company with
respect to its purchase of Sponsors' Warrants, and each Purchaser agrees to indemnify and hold the Company harmless from all losses, damages or expenses that relate to claims or proceedings brought
against the Company by the Purchaser of the Sponsors' Warrants or its transferees, assigns or any subsequent holder of the Sponsors' Warrants. 


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Section 4.    Conditions of the Purchasers' Obligations.    



        The
obligation of the Purchaser to purchase and pay for the Sponsors' Warrants is subject to the fulfillment, on or before the Closing Date, of each of the following conditions: 


        A.    Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of the Closing Date as
though then made. 


        B.    Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed
or complied with by it on or before the Closing Date. 


        C.    No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in
any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of
any of the transactions contemplated by this Agreement or the Warrant Agreement. 


Section 5.    Conditions of the Company's Obligations.    



        The
obligations of the Company to each Purchaser under this Agreement are subject to the fulfillment, on or before the Closing Date, of each of the following conditions: 


        A.    Representations
and Warranties. The representations and warranties of such Purchaser contained in Section 3 shall be true and correct at and as of the Closing Date
as though then made. 


        B.    Performance.
Such Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be
performed or complied with by the Purchaser on or before the Closing Date. 



        C.    Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the
Warrant Agreement and the issuance and sale of the Sponsors' Warrants hereunder. 


        D.    No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in
any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of
any of the transactions contemplated by this Agreement or the Warrant Agreement. 


Section 6.    Termination.    


        This
Agreement may be terminated at any time prior to the Closing Date as it relates only to the Securities to be purchased pursuant to this Agreement on and after such Closing Date upon
the mutual written consent of the Company and the Purchasers. 


Section 7.    Survival of Representations and Warranties.    



        All
of the representations and warranties contained herein shall survive the Closing Date. 


Section 8.    Definitions.    


        Terms
used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement. 


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Section 9.    Miscellaneous.    


        A.    Legends.




          (i)  The
certificates evidencing the Sponsors' Warrants and Shares issued upon exercise of any Sponsors' Warrants will include the legend set forth in Exhibit B to
the Warrant Agreement. 


         (ii)  By
accepting the certificates bearing the aforesaid legend, each of the Purchasers agrees, prior to any permitted transfer of the Securities, to give written notice to
the Company expressing its desire to effect such transfer and describing briefly the proposed transfer. Upon receiving such notice, the Company shall present copies thereof to its counsel and the each
of the Purchasers agrees not to make any disposition of all or any portion of the Securities unless and until: 



        (a)   there
is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such
registration statement, in which case the legends set forth above with respect to the Securities sold pursuant to such registration statement shall be removed; or 


        (b)   if
reasonably requested by the Company, (A) the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company,
that such disposition will not require registration of such Securities under the Securities Act or applicable state securities laws, (B) the Company shall have received customary
representations and warranties regarding the transferee that are reasonably satisfactory to the Company signed by the proposed transferee and (C) the Company shall have received an agreement by
such transferee to the restrictions contained in the legends referred to in (i) hereof. Notwithstanding the foregoing, each of the Purchasers also understands and acknowledges that the transfer
and exercise, as the case may be, of the Sponsors' Warrants is subject to the specific conditions to such transfer or exercise as outlined herein and the Warrant Agreement, as to which each of the
Purchasers specifically assents by its execution hereof. 




        (iii)  The
Company may, from time to time, make stop transfer notations in its records and deliver stop transfer instructions to its transfer agent to the extent its counsel
considers it necessary to ensure
compliance with applicable federal and state securities laws and the transfer restrictions contained elsewhere in this Agreement and the Warrant Agreement. 




        B.    Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties
hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties
may not assign this Agreement, other than assignments by the Purchasers to Permitted Transferees, as that term is defined in the Warrant Agreement. 



        C.    Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating
the remainder of this Agreement. 


        D.    Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such
counterparts taken together shall constitute one and the same agreement. 



        E.    Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this
Agreement. The use of the word "including" in this Agreement shall be by way of example rather than by limitation. 


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        F.     Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the
internal laws of the State of New York. The parties agree that, all actions and proceedings arising out of this Agreement or any of the transactions contemplated hereby, shall be brought in the United
States District Court for the Southern District of New York or in a New York State Court in the County of New York and that, in connection with any such action or proceeding, submit to the
jurisdiction of, and venue in, such court. Each of the parties hereto also irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of, connected with or
relating to this Agreement or the transactions contemplated hereby. 


        G.    Notices.
All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be
deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid), sent to the recipient by facsimile, provided the
recipient confirms recipient of such facsimile, or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications
shall be sent: 



If
to the Company: 


Prospect
Acquisition Corp.

695 East Main Street

Stamford, Connecticut 06901

Facsimile: (203) 975-9750 


With
a copy to:

Bingham McCutchen LLP

399 Park Avenue

New York, New York 10022

Attn: Floyd I. Wittlin, Esq.

Facsimile: (212) 752-5378 


If
to a Purchaser, to the address set below such Purchaser's name on the signature pages hereto, or to such other address or to the attention of such other person as such Purchaser has specified by
prior written notice to the sending party. 




        H.    No
Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of
the authorship of any of the provisions of this Agreement. 



        I.     Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto. 


[SIGNATURE PAGES FOLLOW]


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        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. 



	COMPANY:	 	 
	
Prospect Acquisition Corp.	
 	

 
	

By:	

 	
 	

 
	 	
	 	 
	Name: David A. Minella

Title: Chief Executive Officer	 	 
	
PURCHASERS:
 	
 	

 
	

Flat Ridge Investments LLC	
 	

 
	

By:	

 	
 	

 
	 	
	 	 
	Name:

Title:	 	 
	

Mailing Address:	
 	

 
	

814 Hollow Tree Ridge Road

Darien, CT 06820	
 	

 
	

LLM Structured Equity Fund L.P.	
 	

 
	

By:	

 	
 	

 
	 	
	 	 
	Name:

Title:	 	 
	

Mailing Address:	
 	

 
	

265 Franklin Street

20th Floor

Boston, MA 02110	
 	

 





Signature Page to Prospect Acquisition Corp. Sponsors' Warrants Purchase Agreement


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	LLM Investors L.P.	 	 
	

By:	

 	
 	

 
	 	
	 	 
	Name:

Title:	 	 
	

Mailing Address:	
 	

 
	

265 Franklin Street

20th Floor

Boston, MA 02110	
 	

 
	

CAPITAL MANAGEMENT SYSTEMS, INC.	
 	

 
	

By:	

 	
 	

 
	 	
	 	 
	Name:

Title:	 	 
	

Mailing Address:	
 	

 
	

308 E. Lancaster Avenue

Suite 300

Wynnewood, PA 19096	
 	

 





Signature Page to Prospect Acquisition Corp. Sponsors' Warrants Purchase Agreement


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Schedule A    
    



	Purchaser:
 
	 	Sponsors' Warrants

Purchased:
	 	Purchase Price of

Sponsors' Warrants:

	Flat Ridge Investments LLC	 	3,150,000	 	$	3,150,000
	LLM Structured Equity Fund L.P.	 	1,646,400	 	 	1,646,400
	LLM Investors L.P.	 	33,600	 	 	33,600
	Capital Management Systems, Inc.	 	420,000	 	 	420,000
	 	 	
	 	

	 	Total	 	5,250,000	 	$	5,250,000




 
 

Schedule A    
    







 
 

Exhibit A    
    
    FORM OF WARRANT AGREEMENT    
    
    (Attached)    
    
    Schedule A    
    







 
 

Exhibit B    
    
    FORM OF ESCROW AGREEMENT    
    
    (Attached)    
    
    Schedule A    
    











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Exhibit 10.12

PROSPECT ACQUISITION CORP. SPONSORS' WARRANTS PURCHASE AGREEMENT

AGREEMENT



Schedule A

Schedule A

Exhibit A FORM OF WARRANT AGREEMENT (Attached) Schedule A

Exhibit B FORM OF ESCROW AGREEMENT (Attached) Schedule A