EX-10.11 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement |
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NAVITAS INTERNATIONAL CORP | Continental Stock Transfer & Trust company | FTN Midwest Securities Corp. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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EXHIBIT 10.11
FORM
OF
INVESTMENT
MANAGEMENT TRUST AGREEMENT
This INVESTMENT MANAGEMENT TRUST
AGREEMENT (this "Agreement") is made as
of __________ __, 2006 by and between Navitas International Corporation (the
"Company"), a Delaware corporation, and Continental Stock Transfer
& Trust
Company ("Trustee").
WHEREAS, the Company's Registration
Statement on Form S-1, File No.
333-130697, as amended (the "Registration Statement" and the final
prospectus
contained therein, the "Prospectus"), for its initial public offering
of
securities ("IPO") has been declared effective as of the date hereof
("Effective
Date") by the Securities and Exchange Commission; and
WHEREAS, FTN Midwest Securities
Corp. is acting as the representative (the
"Representative") of the underwriters in the IPO; and
WHEREAS, as described in the
Registration Statement, and in accordance
with the Company's Amended and Restated Certificate of Incorporation,
$107,094,184 of the net proceeds of the IPO ($123,619,184 if the underwriters'
over-allotment option is exercised in full) will be delivered to the Trustee to
be deposited and held in a trust account for the benefit of the Company, the
Representative and the public holders (the "Public Stockholders") of
the
Company's common stock, par value $.0001 per share (the "Common
Stock"), issued
in the IPO as hereinafter provided and in the event the Units are registered in
Colorado, pursuant to Section 11-51-302(6) of the Colorado Revised Statute. The
amount to be delivered to the Trustee will be referred to herein as the
"Property." The Public Stockholders, the Representative and the
Company will be
referred to together as the "Beneficiaries"; and
WHEREAS, the Company and the
Trustee desire to enter into this Agreement
to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property.
NOW, THEREFORE, in consideration of
the mutual agreements herein
contained, the parties hereto agree as follows:
1. Agreements and Covenants of Trustee. The
Trustee hereby agrees and
covenants to:
(a) Hold the Property in
trust for the Beneficiaries in accordance
with the terms of this Agreement,
including the terms of Section
11-51-302(6) of the Colorado
Revised Statutes, in a segregated trust
account (the "Trust
Account") established by the Trustee at a branch of
JPMorgan Chase or Bear Stearns, as
selected by the Company;
(b) Manage, supervise and
administer the Trust Account subject to
the terms and conditions set forth
herein;
(c) In a timely manner, upon
the instruction of the Company, to
invest and reinvest the Property in
United States "government securities,"
defined as any Treasury Bill issued
by the United States having a maturity
of 180 days or less or in money
market funds meeting certain conditions
under Rule 2a-7 promulgated under
the Investment Company Act of 1940, as
amended, as determined by the
Company;
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(d) Collect and receive, when
due, all principal and income arising
from the Property, which shall
become part of the "Property," as such term
is used herein;
(e) Notify the Company and
the Representative of all communications
received by it with respect to any
Property requiring action by the
Company;
(f) Supply any necessary information
or documents as may be
requested by the Company in
connection with the Company's preparation of
the tax returns for the Trust
Account;
(g) Participate in any plan
or proceeding for protecting or
enforcing any right or interest
arising from the Property if, as and when
instructed by the Company and/or
the Representative to do so;
(h) Render to the Company and
to the Representative, and to such
other person as the Company may
instruct, monthly written statements of
the activities of and amounts in
the Trust Account reflecting all receipts
and disbursements of the Trust
Account;
(i) If there is any income
tax obligation relating to the income of
the Property in the Trust Account,
then, at the written instruction of the
Company, the Trustee shall disburse
funds by bank wire transfer out of the
Property in the Trust Account to
the Company's designated bank account in
an amount specified by the Company
as required to pay its income tax
liability. In all such cases the
Trustee shall promptly provide the
Representative with a copy of any
disbursement requests or other
correspondence it receives with
respect to any proposed withdrawal from
the Trust Account;
(j) Commence and effect a
partial or complete liquidation of the
Trust Account only in accordance
with the following procedures:
(i) The Trustee shall
liquidate the Property (other than cash)
and distribute the proceeds
of such liquidation and any cash held in
the Trust Account immediately
after receipt of, and only in
accordance with the terms of
a letter (the "Termination Letter"), in
a form substantially similar
to that attached hereto as either
Exhibit A or Exhibit B, as
the case may be;
(ii) Any Termination
Letter delivered pursuant to this
Agreement shall be executed
on behalf of the Company by its Chief
Executive Officer, President,
Chairman of the Board or
Vice-President, Finance;
(iii) Notwithstanding
the provisions of Section 1(j)(i)
hereof, the Trust Account
shall be immediately liquidated and
distributed to the Public
Stockholders of record on the Record Date
or the Extended Record Date
(each as defined below), as the case may
be, in the manner described
in the Termination Letter attached as
Exhibit B, in the event that
a Termination Letter has not been
received by the Trustee by
either: (A) [ ], 2007 (the "Record
Date"), or a more
practicable date, determined by the Trustee in its
sole and absolute discretion,
which is no more than ten (10) days
before or after the Record
Date or (B) the date that is the six
month anniversary of the
Record Date or such other, more practicable
date, as determined by the
Trustee in accordance with subsection (A)
above (such date, the
"Extended Record Date"), in the event that a
letter of intent, agreement
in principle or definitive agreement has
been
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executed prior to the Record
Date in connection with a Business
Combination (as defined in
the Prospectus) that has not been
consummated by the Extended
Record Date.
(iv) All distributions
of Property made to the Public
Stockholders upon the
liquidation of the Trust Account as provided
for herein shall be made from
the Trust Account through the Trustee
(and not through the Company)
as follows: (A) through the Trustee,
as transfer agent for the
Company, to the Public Stockholders who
hold shares of Common Stock
"of record" as of the Record Date or the
Extended Record Date, as the
case may be, or (B) through the
Depository Trust Company, to
the Public Stockholders who hold shares
of Common Stock in
"street name" as of the Record Date or the
Extended Record Date, as the
case may be.
(v) In all cases, the
Trustee shall provide the Representative
with a copy of any termination
letters and/or any other
correspondence that it
receives with respect to any proposed
withdrawal from the Trust
Account promptly after it receives the
same.
2. Agreements and Covenants of the
Company. The Company hereby agrees and
covenants to:
(a) Give all instructions to
the Trustee hereunder in writing,
signed by the Company's Chief
Executive Officer, President, Chairman of
the Board or Vice-President,
Finance. The Company shall promptly provide a
copy of any such instructions to
the Representative. In addition, except
with respect to its duties under
Section 1(j) above, the Trustee shall be
entitled to rely on, and shall be
protected in relying on, any verbal or
telephonic advice or instruction which it
in good faith believes to be
given by any one of the persons
authorized above to give written
instructions, provided that the
Company shall promptly confirm such
instructions in writing, with a
copy of such confirmation sent to the
Representative;
(b) Hold the Trustee harmless
and indemnify the Trustee from and
against, any and all expenses,
including reasonable counsel fees and
disbursements, or loss suffered by the
Trustee in connection with any
action, suit or other proceeding
brought against the Trustee involving any
claim, or in connection with any
claim or demand which in any way arises
out of or relates to this
Agreement, the services of the Trustee
hereunder, or the Property or any
income earned from investment of the
Property, except for expenses and
losses resulting from the Trustee's
gross negligence or willful
misconduct. Promptly after the receipt by the
Trustee of notice of demand or
claim or the commencement of any action,
suit or proceeding, pursuant to
which the Trustee intends to seek
indemnification under this Section,
it shall notify the Company in writing
of such claim (hereinafter referred
to as the "Indemnified Claim"). The
Trustee shall have the right to
conduct and manage the defense against
such Indemnified Claim, provided,
that the Trustee shall obtain the
consent of the Company with respect
to the selection of counsel, which
consent shall not be unreasonably
withheld. The Company may participate in
such action with its own counsel;
(c) Pay the Trustee an
initial acceptance fee of $1,000 and an
annual fee of $3,000 (it being
expressly understood that the Property
shall not be used to pay such fee).
The Company shall pay the Trustee the
initial acceptance fee and first
year's fee at the consummation of the IPO
and thereafter pay the annual fee
on the anniversary of the Effective
Date. The Trustee shall refund to
the Company the annual fee (on a pro
rata basis) with respect to any
period after the liquidation of the Trust
Account. The Company shall not be
responsible for any other fees or
charges of the Trustee except as
may be provided in Section 2(b) hereof
(it being expressly understood that
the Property shall not be used to make
any payments to the Trustee under
such Section);
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(d) Provide to the Trustee
(and, at such time, certify in writing,
and cause each of the Company's
executive officers and directors to
certify in writing, to the Trustee
as to the veracity and completeness of)
any letter of intent, agreement in
principle or definitive agreement that
is executed prior to the Record
Date in connection with a Business
Combination; and






