INVESTMENT MANAGEMENT TRUST AGREEMENT
This
Agreement
is made as of
_________________,
2006 by
and between InterAmerican Acquisition Group Inc. (the "Company")
and Continental
Stock Transfer & Trust Company ("Trustee").
WHEREAS, the Company's registration statement on Form S-1, No.
333-125558 ("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");
WHEREAS, the Company has agreed to issue warrants to
InterAmerican Capital Partners II LLC ("ICP"), an entity owned by
members of
management of the Company, in a private placement that will occur
45 days
following the date on which the Company's shares of common stock
and warrants
commence trading separately (the "Warrant Placement");
WHEREAS, Rodman & Renshaw, LLC ("Rodman") is acting as the
representative of the underwriters in the IPO;
WHEREAS, as described in the Registration Statement, and (i)
in accordance with the Company's Certificate of Incorporation,
$41,050,000 of
the gross proceeds of the IPO ($47,395,000 if the underwriters
over-allotment
option is exercised in full), (ii) in accordance with the Second
Amended and
Restated Warrant Purchase Agreement, dated April 18, 2006, among
the Company and
ICP, $900,000 from ICP pursuant to the Warrant Placement and (iii)
in accordance
with the Underwriting Agreement, dated as of ____________, 2006
between the
Company and Rodman, as representative of the underwriters, an
additional
$1,800,000 (or $2,070,000 if the underwriters' over-allotment
option is
exercised in full) representing a portion of the underwriters'
discount (the
"Contingent Discount") which Rodman, on behalf of the underwriters,
has agreed
to deposit in the Trust Account (defined below), 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 of the Company ("Common Stock") included in the units of the
Company's
securities, issued in the IPO (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, the Company and Rodman
will be
referred to together as the "Beneficiaries") and in the event the
securities are
registered in Colorado, pursuant to Section 11-51-302(6) of the
Colorado Revised
Statutes (the "CRS"). A copy of Section 11-51-302(6) of the CRS is
attached
hereto and made a part hereof; 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, 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 CRS, in a segregated trust
account ("Trust
Account") established by the Trustee at a branch of JP Morgan 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 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 180 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 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 to do so;
(h) Render to the Company and to Rodman, 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) As of the date of the consummation of a business
combination ("Business Combination"), commence liquidation of the
Trust Account
upon receipt of the Officers' Certificate signed by the Chairman or
Chief
Executive Officer or Chief Financial Officer and the Chief
Operating Officer in
accordance with the terms of a letter ("Termination Letter"), in a
form
substantially similar to that attached hereto as Exhibit A or
Exhibit B, signed
on behalf of the Company by its Chairman or Chief Executive Officer
or Chief
Financial Officer and the Chief Operating Officer, 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, including, without
limitation, an
independently certified oath and report of inspector of election in
respect of
the stockholder vote in favor of the Business Combination. In all
cases, the
Trustee shall provide Rodman with a copy of any Termination
Letters, Officers'
Certificates and/or any other correspondence that it receives with
respect to
any proposed withdrawal from the Trust Account promptly after it
receives same;
and
(j) As of the date 18 months from the date of this Agreement
(the "LOI Termination Date") (or 24 months from the date hereof in
the event the
Company has executed the Letter of Intent (defined below) prior to
the LOI
Termination Date but failed to consummate a Business Combination
("Second
Termination Date")), commence liquidation of the Trust Account. The
Trustee,
upon consultation with the Company and Rodman, shall deliver a
notice to Public
Stockholders of record as of the LOI Termination Date or Second
Termination
Date, whichever the case may be, by U.S. mail or via the Depository
Trust
Company ("DTC"), within five days of the LOI Termination Date or
Second
Termination Date, to notify the Public Stockholders of such event
and take such
other actions as it may deem necessary to inform the Beneficiaries.
The Trustee
shall deliver to each Public Stockholder its ratable share of the
Property
against satisfactory evidence of delivery of the stock certificates
by the
Public Stockholders to the Company through DTC, its Deposit
Withdraw Agent
Commission (DWAC) system or as otherwise presented to the Trustee.
Notwithstanding the foregoing, if the Trustee receives a bona fide,
executed
letter of intent or engagement letter (the "Letter of Intent") for
a Business
Combination prior to the LOI Termination Date accompanied by an
Officers'
Certificate as described in paragraph 3(e) hereof, then the Trustee
shall forego
or suspend any liquidation of the Trust Account until the earlier
of a Business
Combination or the Second Termination Date.
2.
Limited Distributions of Income on Property .
(a) Upon receipt by the Trustee of an Officer's Certificate
signed by either of the Chairman or Chief Executive Officer or
Chief Financial
Officer and the Chief Operating 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 deliver to the Company for submission to the
appropriate taxing
authority a check made payable to the order of such taxing
authority in the
amount required to pay such taxes; provided , however , that in no
event shall
the aggregate amount of all checks issued to taxing authorities
pursuant to this
Section 2(a) exceed the income in respect of which such taxes are
due and owing.
(b) Upon one or more written requests from the Company, which
may be given not more than once in any calendar month period, the
Trustee shall
distribute to the Company interest earned on the Trust Account, net
of taxes
payable, up to a maximum of $700,000. The distributions requested
by the Company
may be for any amount, provided that (i) in the aggregate, all
distributions
under this Section 2(b) may not exceed $700,000 and (ii) that such
distributions
may only be made if and to the extent that interest has been earned
on the
amount initially deposited into the Trust Account.
(c) Except as provided in Sections 2(a) and 2(b) above, no
other distributions from the Trust Account shall be permitted
except in
accordance with Sections 1(i) and 1(j) hereof.
3. Agreements and Covenants of the Company. The Company hereby
agrees and
covenants to:
(a) Provide all instructions to the Trustee hereunder in
writing, signed by the Company's Chairman or Chief Executive
Officer or Chief
Financial Officer and the Chief
Operating Officer. In addition, except with respect to its duties
under Sections
1(i) and (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 and/or Rodman
shall
promptly confirm such instructions in writing; and
(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 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
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); and
(d) In the event that the Company consummates a Business
Combination and the Trust Account is liquidated in accordance with
Section 1(i)
hereof, the Trustee or another independent party designated by
Rodman shall act
as the inspector of election to certify the results of the
stockholder vote; and
(e) The Officers' Certificate referenced in Sections 1(i) and
(j) hereof shall require the Chairman o
