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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
(e) In connection with any vote of the Company's stockholders
regarding
a Business Combination, provide to the Trustee an affidavit or
certificate of a firm regularly engaged in the business of
soliciting
proxies
and tabulating stockholder votes (which firm may be the
Trustee)
verifying
the vote of the Company's stockholders regarding such Business
Combination.
3.
Limitations of Liability. The Trustee shall have no responsibility
or
liability to
