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INVESTMENT MANAGEMENT TRUST AGREEMENT
This
Agreement is made as of _____________, 2005 by and between
QuadraPoint 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 by the Securities and Exchange Commission
(“Effective Date”); and
WHEREAS,
Ladenburg Thalmann & Co. Inc. (“Ladenburg”) is
acting as the representative of the underwriters in the IPO;
and
WHEREAS,
as described in the Registra-tion Statement, and in accordance
with the Company’s Certificate of Incorporation,
$67,250,000 of the gross proceeds of the IPO ($77,712,500 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 con-di-tions 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, 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) of 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 of all communications received by it with respect
to any Property requiring action by the Company;
(f)
Supply
any necessary information or docu-ments as may be requested by
the Company in connection with the Com-pany’s
preparation of the tax returns for the Trust
Account;
(g)
Participate
in any plan or proceeding for protect-ing 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 Ladenburg, 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 Secre-tary 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
Ladenburg 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 here under 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 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
coun-sel, 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 with respect to such
Indemnified Claim. 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 Prop-erty unless and
until it shall have received instructions from the Company
given as provided here-in 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 here-under shall not be continuing unless
provided otherwise in such designa-tion, or unless the Company
shall have delivered a written revocation of such authority to
the Trustee;
(f)
The
other parties hereto or to anyone else for any action taken or
omitted by it, or any action suffer-ed by it to be taken or
omitted, in good faith and in the exercise of its own best
judgment, except for its gross negligence or willful
misconduct. The Trustee may rely con-clusively and shall be
protected in acting upon
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