EXHIBIT 10.11
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
This INVESTMENT MANAGEMENT TRUST AGREEMENT (this "Agreement") is made as
of May __, 2006 by and between Navitas International Corporation (the
"Company"), a Delaware corporation, and Continental Stock Transfer & Trust
Company ("Trustee").
WHEREAS, the Company's Registration Statement on Form S-1, File No.
333-130697, as amended (the "Registration Statement" and the final prospectus
contained therein, the "Prospectus"), 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; and
WHEREAS, FTN Midwest Securities Corp. is acting as the representative (the
"Representative") of the underwriters in the IPO; and
WHEREAS, as described in the Registration Statement, and in accordance
with the Company's Amended and Restated Certificate of Incorporation and the
Underwriting Agreement, dated May __, 2006 between the Company and the
Representative, $114,000,000 of the net proceeds of the IPO ($131,460,000 if the
underwriters' over-allotment option is exercised in full) including a portion of
the deferred underwriting discounts and commissions in the amount of $4,800,000
(or $5,520,000 if the over-allotment option is exercised in full) (the
"Contingent Discount"), which the Representative, on behalf of the underwriters,
has agreed to deposit into the Trust Account (as defined below), will be
delivered to the Trustee to be deposited and held in a trust account for the
benefit of the Company, the Representative and the public holders (the "Public
Stockholders") of the Company's common stock, par value $.0001 per share (the
"Common Stock"), 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 Statute. The amount to be delivered to the Trustee will be
referred to herein as the "Property." The Public Stockholders, the
Representative 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.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:
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 Revised Statutes, in a segregated trust
account (the "Trust Account") established by the Trustee at a branch of
JPMorgan Chase NY Bank selected by the Company and utilizing the services
of a security broker selected by the Company;
(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,"
defined as any Treasury
Xxxx issued by the United States having a maturity of 180 days or less or
in money market funds meeting certain conditions under Rule 2a-7
promulgated under the Investment Company Act of 1940, as amended, as
determined by the Company;
(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 the Representative 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 the Representative to do so;
(h) Render to the Company and to the Representative, 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;
(i) Upon written request from the Company substantially in the form
attached hereto as Exhibit A, the Trustee shall distribute to the Company
income earned on the Trust Account; provided, however, that the amount
distributed by the Trustee to the Company pursuant to this Section 1(i)
may not exceed (x) $1,425,000 in the first twelve months subsequent to the
Effective Date; (y) $1,140,000 in the second twelve months subsequent to
the Effective Date and (z) $2,565,000 in the aggregate; provided, further,
that no amount distributed by the Trustee to the Company pursuant to this
Section 1(i) may exceed the income actually received or paid on the
amounts initially deposited in the Trust Account (less any taxes due and
payable thereon);
(j) If there is any income tax obligation relating to the income on
the Property in the Trust Account, then, at the written instruction of the
Company accompanied by an Officer's Certificate signed by either the
Chairman of the Board or President and Chief Executive 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 disburse funds by
bank wire transfer out of the Property in the Trust Account to the
Company's designated bank account in the amount (as specified by the
Company in its written instructions) required to pay such taxes to the
appropriate taxing authority; provided, however, that in no event shall
the aggregate amount of all monies disbursed pursuant to this Section 1(j)
exceed the income in respect of which such taxes are due and owing; and in
all such cases the Trustee shall promptly provide the Representative with
a copy of the Officer's Certificate it receives with respect to any
proposed withdrawal from the Trust Account, it being understood that,
except as provided in this Section 1(j), no other distributions from the
Trust Account shall be permitted except in accordance with Section 1(i)
above and Section 1(k) below;
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(k) Commence and effect a partial or complete liquidation of the
Trust Account only in accordance with the following procedures:
(i) The Trustee shall liquidate the Property (other than cash)
and distribute the proceeds of such liquidation and any cash held in
the Trust Account immediately after receipt of, and only in
accordance with the terms of a letter (the "Termination Letter"), in
a form substantially similar to that attached hereto as either
Exhibit B or Exhibit C, as the case may be;
(ii) Any Termination Letter delivered pursuant to this
Agreement shall be executed on behalf of the Company by its Chief
Executive Officer, President, Chairman of the Board or
Vice-President, Finance;
(iii) Notwithstanding the provisions of Section 1(j) hereof,
the Trust Account shall be immediately liquidated and distributed to
the Public Stockholders of record on the Record Date or the Extended
Record Date (each as defined below), as the case may be, in the
manner described in the Termination Letter attached as Exhibit C, in
the event that a Termination Letter has not been received by the
Trustee by either: (A) [ ], 2007 (the "Record Date"), or a more
practicable date, determined by the Trustee in its sole and absolute
discretion, which is no more than ten (10) days before or after the
Record Date or (B) the date that is the six (6) month anniversary of
the Record Date or such other, more practicable date, as determined
by the Trustee in accordance with subsection (A) above (such date,
the "Extended Record Date"), in the event that a letter of intent,
agreement in principle or definitive agreement has been executed
prior to the Record Date in connection with a Business Combination
(as defined in the Prospectus) that has not been consummated by the
Extended Record Date.
(iv) All distributions of Property made to the Public
Stockholders upon the liquidation of the Trust Account as provided
for herein shall be made from the Trust Account through the Trustee
(and not through the Company) as follows: (A) through the Trustee,
as transfer agent for the Company, to the Public Stockholders who
hold shares of Common Stock "of record" as of the Record Date or the
Extended Record Date, as the case may be, or (B) through the
Depository Trust Company, to the Public Stockholders who hold shares
of Common Stock in "street name" as of the Record Date or the
Extended Record Date, as the case may be.
(v) In all cases, the Trustee shall provide the Representative
with a copy of any termination letters, Officer's Certificates
and/or any other correspondence that it receives with respect to any
proposed withdrawal from the Trust Account promptly after it
receives the 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 Chief Executive Officer, President, Chairman of
the Board or Vice-President, Finance. The Company shall promptly provide a
copy of any such instructions to the Representative. In addition, except
with respect to its duties under Section 1(k) above, the Trustee shall be
entitled to rely on, and shall be protected in relying on, any verbal or
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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, with a copy of such confirmation sent to the
Representative;
(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 Section, 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 Company may participate in
such action with its own counsel;
(c) Pay the Trustee an initial acceptance fee of $1,000, an annual
fee of $3,000 and a fee of $250 for each disbursement made pursuant to
Section 1(i) (it being expressly understood that the Property shall not be
used to pay such fees). The Company shall pay the Trustee the initial
acceptance fee and first year's fee at the consummation of the IPO and
thereafter pay the annual fee on the anniversary of the Effective Date.
The Trustee shall refund to the Company the annual fee (on a pro rata
basis) with respect to any period after the liquidation of the Trust
Account. 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);
(d) Provide to the Trustee (and, at such time, certify in writing,
and cause each of the Company's executive officers and directors to
certify in writing, to the Trustee as to the veracity and completeness of)
any letter of intent, agreement in principle or definitive agreement that
is executed prior to the Record Date in connection with a Business
Combination; 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 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 Section 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;
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(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 Section 1(c);
(d) Refund any depreciation in principal of any Property;
(e) Assume that the authority of any person designated by the
Company (and under certain circumstances the Representative) to give
instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company (and, as applicable, the
Representative) 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 suffered by it to be taken or omitted, in
good faith and in the exercise of its own best judgment, except for the
Trustee's gross negligence or willful misconduct. The Trustee may rely
conclusively and shall be protected in acting upon any order, notice,
demand, certificate, opinion or advice of counsel (including counsel
chosen by the Trustee), statement, instrument, report or other paper or
document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and
acceptability of any information therein contained) which is believed by
the Trustee, in good faith, to be genuine and to be signed or presented by
the proper person or persons. The Trustee shall not be bound by any notice
or demand, or any waiver, modification, termination or rescission of this
Agreement or any of the terms hereof, unless evidenced by a written
instrument delivered to the Trustee signed by the proper party or parties
and, if the duties or rights of the Trustee are affected, unless it shall
give its prior written consent thereto;
(g) Verify the correctness of the information set forth in the
Registration Statement or to confirm or assure that any acquisition made
by the Company or any other action taken by it is as contemplated by the
Registration Statement;
(h) File tax reports, prepare income tax returns or pay any taxes on
behalf of the Trust Account (it being expressly understood that, as set
forth in Section 1(j), if there is any income tax obligation relating to
the income on the Property in the Trust Account, then, at the written
instruction of the Company (accompanied by the certificate required by
such Section 1(j)), the Trustee shall disburse funds by bank wire transfer
out of the Property in the Trust Account to the Company's designated bank
account in the amount specified by the Company as required to pay such
taxes); and
(i) Compute, confirm or otherwise verify amounts requested by the
Company pursuant to Sections 1(i) or 1(j) above.
4. Termination. This Agreement shall terminate as follows:
(a) If the Trustee gives written notice to the Company that it
desires to resign under this Agreement, the Company shall use its
reasonable efforts to locate a
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successor trustee, during which time the Trustee shall continue to act in
accordance with this Agreement. At such time that the Company notifies the
Trustee that a successor trustee has been appointed by the Company and has
agreed to become subject to the terms of this Agreement, the Trustee shall
transfer the management of the Trust Account to the successor trustee,
including but not limited to the transfer of copies of the reports and
statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however, that, in the event that the Company does not
locate a successor trustee within ninety (90) days of receipt of the
resignation notice from the Trustee, the Trustee may, but shall not be
obligated to, submit an application to have the Property deposited with
the United States District Court for the Southern District of New York and
upon such deposit, the Trustee shall be immune from any liability
whatsoever that arises due to any actions or omissions to act by any party
after such deposit;
(b) At such time that the Trustee has completed the liquidation of
the Trust Account in accordance with the provisions of Section 1(k)
hereof, and distributed the Property in accordance with the provisions of
the Termination Letter, this Agreement shall terminate except with respect
to Section 2(b); or
(c) On such date after the Record Date (or, as the case may be, the
Extended Record Date) when the Trustee deposits the Property with the
United States District Court for the Southern District of New York in the
event that, prior to such date, the Trustee has not received a Termination
Letter from the Company pursuant to Section 1(k) hereof.
5. Miscellaneous.
(a) The Company and the Trustee each acknowledge that the Trustee
will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. Upon receipt of written instructions,
the Trustee will confirm such instructions with an Authorized Individual
at an Authorized Telephone Number listed on the attached Exhibit D. The
Company and the Trustee will each restrict access to confidential
information relating to such security procedures to authorized persons.
Each party must notify the other party immediately if it has reason to
believe unauthorized persons may have obtained access to such information,
or of any change in its authorized personnel. In executing funds
transfers, the Trustee will rely upon account numbers or other identifying
numbers of a beneficiary, beneficiary's bank or intermediary bank, rather
than names. The Trustee shall not be liable for any loss, liability or
expense resulting from any error in an account number or other identifying
number, provided it has accurately transmitted the numbers provided.
(b) This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of New York, without giving
effect to conflict of laws. It may be executed in several counterparts,
each one of which may be delivered by facsimile transmission and each of
which shall constitute an original, and together shall constitute but one
instrument.
(c) This Agreement contains the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof. This
Agreement or any provision hereof may only be changed, amended or modified
by a writing signed by each of the parties hereto; provided, however, that
no such change, amendment or modification may be made, and no successor
Trustee may be appointed pursuant to Section 4(a), without
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the prior written consent of the Representative. As to any claim,
cross-claim or counterclaim in any way relating to this Agreement, each
party waives the right to trial by jury.
(d) The parties hereto consent to the jurisdiction and venue of any
state or federal court located in the State and County of New York for
purposes of resolving any disputes hereunder. The parties hereto
irrevocably submit to such jurisdiction, which jurisdiction shall be
exclusive. The parties hereto hereby waive any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum.
(e) The Company and the Trustee hereby acknowledge that this
Agreement may not be amended, changed, waived, altered or modified without
the prior written consent of the Representative, which consent may not be
unreasonably withheld.
(f) Any notice, consent or request to be given in connection with
any of the terms or provisions of this Agreement shall be in writing and
shall be sent by express mail or similar private courier service, by
certified mail (return receipt requested), by hand delivery or by
facsimile transmission and shall be deemed given when so delivered
personally or sent by facsimile transmission or, if sent by private
national courier service, on the next business day after delivery to the
courier, or if mailed, two business days after the date of the mailing, as
follows:
If to the Trustee, to:
Continental Stock Transfer & Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxx
Fax No.: (000) 000-0000
If to the Company, to:
Navitas International Corporation
0 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
Attn: Servjeet X. Xxxxxx, General Counsel
Fax No.:
and
Xxxxxxx XxXxxxxxx LLP
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxx X. Xxxx, Esq.
in either case with a copy to:
FTN Midwest Securities Corp.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax No.:
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and
Xxxxxx Xxxx & Xxxxxx LLP
Two Stamford Plaza
000 Xxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxx-Xxxx X. Xxxxx, Esq.
(g) This Agreement may not be assigned by the Trustee without the
prior written consent of the Company and the Representative.
(h) Each of the Trustee and the Company hereby represents that it
has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated
hereunder.
(i) The Trustee hereby waives any and all right, title, interest or
claim of any kind ("Claim") in or to any distribution of the Trust
Account, and hereby agrees not to seek recourse, reimbursement, payment or
satisfaction for any Claim against the Trust Account, for any reason
whatsoever.
(j) The Trustee hereby consents to the inclusion of Continental
Stock Transfer & Trust Company in the Registration Statement and other
materials relating to the IPO.
[remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties have duly executed this Investment
Management Trust Agreement as of the date first written above.
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, as Trustee
By: _____________________________
Name:
Title:
NAVITAS INTERNATIONAL CORPORATION
By:_______________________________
Name: Xxxxx X. Xxxxx
Title: President and Chief Executive Officer
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EXHIBIT A
NAVITAS INTERNATIONAL CORPORATION
0 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
[Insert Date]
Continental Stock Transfer & Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: [ ]
Re: Trust Account No. [ ] -- Distribution of Income on Property
Gentlemen:
Pursuant to Section 1(i) of the Investment Management Trust Agreement between
Navitas International Corporation, a Delaware corporation ("Company") and
Continental Stock Transfer & Trust Company ("Trustee"), dated as of [ ], 2006
("Trust Agreement"), we are requesting that you deliver to us $ representing a
portion of income actually received or paid on the amounts initially deposited
in the Trust Account and not exceeding the maximum amounts set forth in Section
1(i). In accordance with the terms of the Trust Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such monies to the
Company's operating account at:
Bank: [_______________]
ABA #: [_______________]
Account Name: [ ]
Account Number: [_______________]
Reference: Distribution of Income Earned on Trust Property
Very truly yours,
NAVITAS INTERNATIONAL CORPORATION
By:_______________________________
Name:
Title:
EXHIBIT B
NAVITAS INTERNATIONAL CORPORATION
0 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
(000) 000-0000
[Insert date]
Continental Stock Transfer
& Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxx
Re: Trust Account No. [ ] Termination Letter
Gentlemen:
Pursuant to Section 1(k) of the Investment Management Trust Agreement
between Navitas International Corporation (the "Company") and Continental Stock
Transfer & Trust Company ("Trustee"), dated as of _____________, 2006 (the
"Trust Agreement"), this is to advise you that the Company has entered into an
agreement (the "Business Agreement") with ______________ (the "Target Business")
to consummate a business combination (as defined in the Prospectus) with the
Target Business (the "Business Combination") on or about [insert date]. The
Company shall notify you at least two business days in advance of the actual
date of the consummation of the Business Combination (the "Consummation Date").
Pursuant to paragraph 2(e) of the Trust Agreement, we are providing you
with an affidavit or certificate of _______________, which verifies the vote of
the Company's stockholders in connection with the Business Combination,
including the identities of the Public Stockholders who exercised their
conversion option in connection with the Business Combination (the "Vote
Verification"). In accordance with the terms of the Trust Agreement, we hereby
authorize you to commence liquidation of the Trust Account (as defined in the
Trust Agreement) to the effect that, on the Consummation Date, all of the funds
held in the Trust Account will be immediately available for distribution.
On the Consummation Date, the Company and the Representative shall deliver
to you written instructions with respect to the transfer of the funds (including
the Contingent Discount) held in the Trust Account ("Instruction Letter"),
including such instructions as may be necessary to ensure compliance with
Section 11-51-302(6) of the Colorado Revised Statutes.
You are hereby directed and authorized to transfer the funds held in the
Trust Account immediately upon your receipt of the Instruction Letter, in
accordance with the terms of the Instruction Letter. In the event that certain
deposits held in the Trust Account may not be liquidated by the Consummation
Date without penalty, you will notify the Company and the Representative of the
same and the Company (and, if the Contingent Discount has not been paid in full,
the Representative) shall issue joint written instructions directing you as to
whether such funds should remain in the Trust Account and be distributed after
the Consummation Date to the Company and/or the Representative. Upon the
distribution of all the funds in the Trust Account pursuant to the terms hereof,
the Trust Agreement shall be terminated and the Trust Account closed.
In the event that the Business Combination is not consummated on the
Consummation Date described in the notice thereof and we have not notified you
on or before the original Consummation Date of a new Consummation Date, then the
funds held in the Trust Account shall be reinvested as provided in the Trust
Account Agreement on the business day immediately following the Consummation
Date as set forth in the notice.
Very truly yours,
NAVITAS INTERNATIONAL CORPORATION
By: ______________________________
Name:
Title:
EXHIBIT C
NAVITAS INTERNATIONAL CORPORATION
0 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
(000) 000-0000
[Insert date]
Continental Stock Transfer
& Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxx
Re: Trust Account No. [ ] Termination Letter
Gentlemen:
Pursuant to Section 1(k) of the Investment Management Trust Agreement
between Navitas International Corporation (the "Company") and Continental Stock
Transfer & Trust Company (the "Trustee"), dated as of ____________, 2006 (the
"Trust Agreement"), this is to advise you that the Board of Directors of the
Company has voted to dissolve and liquidate the Trust Account (as defined in the
Trust Agreement). Attached hereto is a copy of the minutes of the meeting of the
Board of Directors of the Company relating thereto, certified by the Secretary
of the Company as true and correct and in full force and effect.
In accordance with the terms of the Trust Agreement, we hereby authorize
you to commence liquidation of the Trust Account. In connection with this
liquidation, you are hereby authorized, in your discretion, to establish a
record date for the purposes of determining the Public Stockholders of record
entitled to receive their per share portion of the Trust Account. The record
date shall be within ten (10) days of the date of this letter. You will notify
the Company in writing as to when all of the funds in the Trust Account will be
available for immediate transfer ("Transfer Date") in accordance with the terms
of the Trust Agreement and the Amended and Restated Certificate of Incorporation
of the Company on a pro rata basis to the Public Stockholders of the Company,
provided that you shall retain in the Trust Account an amount equal to estimated
taxes that are or will be due on income of the Trust Account at an assumed rate
of [_ %]. You shall commence distribution of such funds in accordance with the
terms of the Trust Agreement and the Amended and Restated Certificate of
Incorporation of the Company and you shall oversee the distribution of the
funds. Upon the payment of all the funds in the Trust Account, the Trust
Agreement shall be terminated.
Very truly yours,
NAVITAS INTERNATIONAL CORPORATION
By: ______________________________
Name:
Title:
EXHIBIT D
AUTHORIZED INDIVIDUAL (S) AUTHORIZED
FOR TELEPHONE CALL BACK TELEPHONE NUMBER(S)
Company:
Navitas International Corporation
0 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxx X. Xxxx, Chairman (000) 000-0000
Trustee:
Continental Stock Transfer
& Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxx, Chairman (000) 000-0000
