INVESTMENT MANAGEMENT TRUST AGREEMENT
This Agreement is made as of _____________, 2006 by and between
Ascend
Acquisition Corp. (the "Company") and Continental Stock Transfer
& Trust Company
("Trustee").
WHEREAS, the Company's registration statement on Form S-1, No.
333-_______ ("Registration Statement"), 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 (capitalized terms
used herein
and not otherwise defined shall have the meanings set forth in the
Registration
Statement); and
WHEREAS, EarlyBirdCapital, Inc. ("EBC") is acting as the
representative of the underwriters in the IPO; and
WHEREAS, as described in the Registration Statement, and in
accordance
with the Company's Certificate of Incorporation, $19,360,004 of the
gross
proceeds of the IPO and sale of the Insider Units (as defined in
the
Registration Statement) ($22,163,004 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 and the holders
of the
Company's common stock, par value $.0001 per share, 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 Statutes.
A copy of the
Colorado Statute is attached hereto and made a part hereof (the
amount to be
delivered to the Trustee will be referred to herein as the
"Property"; the
stockholders for whose benefit the Trustee shall hold the Property
will be
referred to as the "Public Stockholders," and the Public
Stockholders 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;
IT IS AGREED:
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 Statute, in a segregated trust account ("Trust
Account")
established by the Trustee;
(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"
within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940
having a
maturity of 180 days or less;
(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 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 its
returns;
(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 to do so;
(h) Render to the Company and to EBC, 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; and
(i) Commence liquidation of the Trust Account only after and
promptly
after receipt of, and only in accordance with, the terms of a
letter
("Termination Letter"), in a form substantially similar to that
attached hereto
as either Exhibit A or Exhibit B hereto, signed on behalf of the
Company by its
President or Chairman of the Board and Secretary or Assistant
Secretary and
affirmed by counsel for the Company, and complete the liquidation
of the Trust
Account and distribute the Property in the Trust Account only as
directed in the
Termination Letter and the other documents referred to therein;
provided,
however, that in the event that a Termination Letter has not been
received by
the Trustee by the 18-month anniversary of the closing ("Closing")
of the IPO
("First Date"), or the 24-month anniversary of the Closing ("Last
Date") in the
event that a letter of intent, agreement in principle or definitive
agreement
for a Business Combination has been executed on or prior to the
First Date but
the Business Combination has not been consummated by the First
Date, the Trust
Account shall be liquidated in accordance with the procedures set
forth in the
Termination Letter attached as Exhibit B hereto to the stockholders
of record on
the record date established by the Company for such purpose. The
Company shall
set the record date to be within ten days of the Last Date, or as
soon
thereafter as reasonably practicable and legally permissible. In
all cases, the
Trustee shall provide EBC 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 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 Chairman of the Board or President. In addition,
except with
respect to its duties under paragraph 1(i) 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;
(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
2
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
paragraph, 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
Trustee may not agree to settle any Indemnified Claim without the
prior written
consent of the Company unless such settlement includes a full
release of the
Company with respect to such Indemnified Claim. 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
on the
anniversary of the Effective Date. The Trustee shall refund to the
Company the
fee (on a pro rata basis) with respect to any period after the
liquidation of
the Trust Fund. The Company shall not be responsible for any other
fees or
charges of the Trustee except as may be provided in paragraph 2(b)
hereof (it
being expressly understood that the Property shall not be used to
make any
payments to the Trustee under such paragraph);
(d) Provide to the Trustee any letter of intent, agreement in
principle or definitive agreement for a Business Combination that
is executed on
or prior to the First Date; 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/or 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:
(a) Take any action with respect to the Property, other than as
directed in paragraph 1 hereof and the Trustee shall have no
liability to any
party except for liability arising out of its own gross negligence
or willful
misconduct;
(b) Institute any proceeding for the
