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EXHIBIT 10.11
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
This
INVESTMENT MANAGEMENT TRUST AGREEMENT (this "Agreement") is made
as
of May __, 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 and the
Underwriting Agreement, dated May __, 2006 between the Company and
the
Representative, $114,000,000 of the net proceeds of the IPO
($131,460,000 if the
underwriters' over-allotment option is exercised in full) including
a portion of
the deferred underwriting discounts and commissions in the amount
of $4,800,000
(or $5,520,000 if the over-allotment option is exercised in full)
(the
"Contingent Discount"), which the Representative, on behalf of the
underwriters,
has agreed to deposit into the Trust Account (as defined below),
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 NY Bank selected by the Company and utilizing the
services
of a
security broker 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
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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;
(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) Upon written request from the Company substantially in the
form
attached
hereto as Exhibit A, the Trustee shall distribute to the
Company
income
earned on the Trust Account; provided, however, that the amount
distributed by the Trustee to the Company pursuant to this Section
1(i)
may not
exceed (x) $1,425,000 in the first twelve months subsequent to
the
Effective
Date; (y) $1,140,000 in the second twelve months subsequent to
the
Effective Date and (z) $2,565,000 in the aggregate; provided,
further,
that no
amount distributed by the Trustee to the Company pursuant to
this
Section
1(i) may exceed the income actually received or paid on the
amounts
initially deposited in the Trust Account (less any taxes due
and
payable
thereon);
(j) If there is any income tax obligation relating to the income
on
the
Property in the Trust Account, then, at the written instruction of
the
Company
accompanied by an Officer's Certificate signed by either the
Chairman
of the Board or President and Chief Executive Officer of the
Company
certifying as true, accurate and complete a copy of any tax
return
required
to be filed on behalf of the Trust Account in respect of income
earned on
the Property held therein, 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 the amount (as specified by the
Company in
its written instructions) required to pay such taxes to the
appropriate taxing authority; provided, however, that in no event
shall
the
aggregate amount of all monies disbursed pursuant to this Section
1(j)
exceed the
income in respect of which such taxes are due and owing; and in
all such
cases the Trustee shall promptly provide the Representative
with
a copy of
the Officer's Certificate it receives with respect to any
proposed withdrawal
from the Trust Account, it being understood that,
except as
provided in this Section 1(j), no other distributions from the
Trust
Account shall be permitted except in accordance with Section
1(i)
above and
Section 1(k) below;
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(k) 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 B or Exhibit C, 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) 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 C,
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 (6) 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
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, Officer's Certificates
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(k) above, the Trustee shall
be
entitled
to rely on, and shall be protected in relying on, any verbal or
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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, an
annual
fee of
$3,000 and a fee of $250 for each disbursement made pursuant to
Section
1(i) (it being expressly understood that the Property shall not
be
used to
pay such fees). 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);
(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 veraci
