Exhibit 10.9
INVESTMENT MANAGEMENT TRUST AGREEMENT
This
Agreement is made as of January ___, 2006 by and between North
American Insurance Leaders, Inc., a Delaware corporation (the
"Company") and
JPMorgan Chase Bank, NA ("Trustee").
WHEREAS, the Company's Registration Statement on Form S-1, No.
333-127871
("Registration Statement"), for its initial public offering of
securities
("IPO") has been declared effective as of the date hereof by the
Securities and
Exchange Commission ("Effective Date"); and
WHEREAS, CRT Capital Group LLC, as the underwriter (the
"Underwriter") is
acting as the underwriter in the IPO; and
WHEREAS, as described in the Company's Registration Statement, and
in
accordance with the Company's Restated Certificate of
Incorporation, 115.3
million of the gross proceeds of the IPO (assuming the Underwriter
has not
exercised its over-allotment option) 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,]
(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 in a segregated trust account
("Trust Account")
established by the Trustee at a branch of JPMorgan Chase Bank, NA
selected 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,
invest
and reinvest the Property in money market funds meeting the
conditions of the
Investment Company Act of 1940 or in any "Government Security." As
used herein,
Government Security means any security issued or guaranteed by the
United
States; [NOTE: to be discussed]
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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 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 to do so;
(h) Render to the Company and to the Underwriter, and to such
other
person as the Company may instruct in writing, 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, at the written instruction of
the Company,
issue a check directly to the taxing authorities designated by the
Company, out
of the Property in the Trust Account, in the amount indicated by
the Company as
owing to each such taxing authority;
(j) Commence liquidation of the Trust Account only 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, signed on behalf of the Company by its President or
Chairman of the
Board and Secretary, 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. The Trustee
understands and
agrees that disbursements from the Trust Account shall be made only
pursuant to
a duly executed Termination Letter, together with the other
documents referenced
herein; provided, however, that in the event that a Termination
Letter has not
been received by ________________, 2007 (or the date that is the
six-month
anniversary of such date, in the event that (i) a letter of intent,
agreement in
principle or definitive agreement has been executed prior to such
date in
connection with a Business Combination (as defined in the
Termination Letter
attached hereto as Exhibit A) that has not been consummated by
_________________, 2007 and (ii) the Company has complied with
Section 2(d)
hereof prior to such date), the Trust Account shall be liquidated
in accordance
with the procedures set forth in the Termination Letter attached as
Exhibit B to
the stockholders of record on the record date; provided, further,
that the
record date shall be within ten (10) days of ________________, 2007
(or the date
that is the six-month anniversary of such date, in the event that
(i) a letter
of intent, agreement in principle or definitive agreement has been
executed
prior to such date in connection with a Business Combination that
has not been
consummated by _________________, 2007 and (ii) the Company has
complied with
Section 2(d) hereof prior to such date), or as soon thereafter as
is
practicable. In all cases, the Underwriter shall be copied of any
Termination
Letters and/or any other correspondence that the Trustee receives
with respect
to any proposed withdrawal from the Trust Account; and
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(k) Waive any right, title, interest or claim of any kind in or to
the
Property to be deposited and held in the Trust Account by the
Trustee, for the
benefit of the public stockholders of the Company's common stock
issued in the
initial public offering.
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 President, Chairman of the Board or Secretary. 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) Pay the Trustee an initial acceptance fee of [$1,000] and
an
annual fee of [$3,500] (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 the fee for the first twelve months at the
consummation of
the IPO and thereafter on the anniversary of the Effective Date.
Annual fees
shall not be pro-rated for partial years. 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);
(c) Provide to the Trustee any letter of intent, agreement in
principle or definitive agreement that is executed prior to
__________________,
2007 in connection with a Business Combination, together with a
certified copy
of a unanimous resolution of the Board of Directors of the Company
affirming
that such letter of intent, agreement in principle or definitive
agreement is in
effects; and
(d) 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:
(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 collection of any principal
and
income arising from, or institute, appear in or defend any
proceeding of any
kind with respect to, any of the Property unless and until it shall
have
received instructions from the Company given as provided herein to
do so and the
Company shall have advanced or guaranteed to it funds sufficient to
pay any
reasonable expenses incident thereto;
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<PAGE>
(c) Change the investment of any Property, other than in
compliance
