<PAGE>
EXHIBIT 10.3
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Agreement is made as of _____________, 2006 by and between
Asia
Automotive Acquisition Corporation (the "Company") and Continental
Stock
Transfer & Trust Company ("Trustee").
WHEREAS, the Company's registration statement on Form S-1, No.
333-12775 ("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, Rodman & Renshaw, LLC ("Rodman & Renshaw") 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,
$32,378,000 of the
gross proceeds of the IPO ($37,418,000 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, without limitation,
the terms of
Section 11-51-302(6) of the Colorado Statute, in a segregated trust
account
("Trust Account") established by the Trustee at a branch of
JPMorgan Chase NY
Bank 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, to
invest and
1
<PAGE>
reinvest the Property in any "Government Security." As used herein,
Government
Security means any Treasury Bill issued by the United States,
having a maturity
of one hundred and eighty days or less or in any open ended
investment company
registered under the Investment Company Act of 1940 that holds
itself out as a
money market fund meeting the conditions of paragraphs (c)(2),
(c)(3) and
(c)(4) under Rule 2a-7 promulgated under the Investment Company Act
of 1940;
(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 Rodman & Renshaw 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 Rodman & Renshaw to do so;
(h) Render
to the Company and to Rodman & Renshaw, 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 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 or Assistant 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. In all cases, the Trustee shall
provide
Rodman & Renshaw 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 President or Chairman of the Board. 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
2
<PAGE>
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 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. The Company may participate in such
action with
its own counsel; and
(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).
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
expenses incident thereto;
(c) Change the investment of any Property, other than in
compliance
with paragraph 1(c);
(d) Refund any depreciation in principal of any Property;
(e) Assume that the authority of any person designated by the
Company to give instructions hereunder shall not be continuing
unless provided
otherwise in such designation, or unless the Comp
