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, Xxxxxx & Xxxxxxx, LLC ("Xxxxxx") 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 Xxxxxx, 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 Xxxxxx, 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 Xxxxxx 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 XX Xxxxxx 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 Xxxx 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 Xxxxxx 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 Xxxxxx to do so;
(h) Render to the Company and to Xxxxxx, 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 Xxxxxx 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 Xxxxxx, 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 Xxxxxx 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 Xxxxxx 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 or Chief Executive Officer or Chief
Financial Officer and the Chief Operating Officer of the Company to each certify
the following (wherever applicable): (1) prior to the LOI Termination Date, the
Company has entered into a bona fide Letter of Intent with a target business;
and/or (2) prior to the LOI Termination Date, the Company has entered into a
definitive acquisition agreement with a target business with respect to a
Business Combination, the terms of which are consistent with the requirements
set forth in the Registration Statement; and/or (3) prior to the Second
Termination Date, the Company has entered into a definitive acquisition
agreement with a target business with respect to a Business Combination, the
terms of which are consistent with the requirements set forth in the
Registration Statement; and (4) resolutions duly adopted by the Board of
Directors approving (where applicable): (i) the Business Combination;
and/or (ii) Letter of Intent or acquisition agreement. A copy of such
resolutions shall be attached as an exhibit to the Officers' Certificate.
4. 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;
(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 written 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 to give written instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company and Xxxxxx 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 its 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, unless an officer of the Trustee has actual knowledge thereof,
written notice of such event is sent to the Trustee or as otherwise required
under Section 1(i) hereof; and
(h) Pay any taxes on behalf of the Trust Account (it being
expressly understood that the Property shall not be used to pay any such taxes
and that such taxes, if any, shall be paid by the Company from funds not held in
the Trust Account).
5. Certain Rights Of Trustee.
(a) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or opinion of counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or opinion of counsel. The Trustee may
consult with counsel and the advice of such counsel or any opinion of counsel
shall be full and complete authorization and protection from liability in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon.
(b) The Trustee may act through its attorneys and agents and
shall not be responsible for the misconduct or negligence of any agent appointed
with due care.
(c) The Trustee shall not be liable for any action it takes or
omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Agreement.
(d) The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Agreement; it shall not be
accountable for the Company's use of the proceeds from the Trust Account.
Notwithstanding the effective date of this Agreement or anything to the contrary
contained in this Agreement, the Trustee shall have no liability or
responsibility for any act or event relating to this Agreement or the
transactions related thereto which occurs prior to the date of this Agreement,
and shall have no contractual obligations to the Beneficiaries until the date of
this Agreement.
6. No Right of Set-Off. The Trustee waives any right of set-off or any right,
title, interest or claim of any kind that the Trustee may have against the
Property held in the Trust Account. In the event that the Trustee has a claim
against the Company under this Agreement, including, without limitation, under
paragraph 3(b), the Trustee will pursue such claim solely against the Company
and not against the Property held in the Trust Account.
7. 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 successor trustee. 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 days of receipt of the resignation notice from the Trustee, the
Trustee may 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; or
(b) At such time that the Trustee has completed the
liquidation of the Trust Account in accordance with the provisions of Sections
1(i) and (j) 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) hereof; or
(c) On such date after _____________, 2008 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 paragraph 1(i).
8. 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 C. 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 conflicts of law principles that would result in the application of
the substantive laws of another jurisdiction. It may be executed in several
counterparts, each one 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 without the prior written
consent of Xxxxxx, who, along with the other underwriters, the parties
specifically agree, are and shall be third party beneficiaries for purposes of
this Agreement; and provided further, any amendment to Section 1(j) shall
require the consent of all of the Public Stockholders. 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 City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder.
(e) 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:
if to the Trustee, to:
Continental Stock Transfer
& Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: _________________
Fax No.: (000) 000-0000
if to the Company, to:
InterAmerican Acquisition Group Inc.
0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxx, Chief Executive Officer
Fax No.: (000) 000-0000
in either case with a copy to:
Xxxxxx & Xxxxxxx, LLC
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxxx
Fax No.: (000) 000-0000
(f) This Agreement may not be assigned by the Trustee without
the prior consent of the Company.
(g) 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.
The Trustee acknowledges and agrees that it shall not make any claims or proceed
against the Trust Account, including by way of set-off, and shall not be
entitled to any funds in the Trust Account under any circumstance.
[Signature page immediately follows]
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:
INTERAMERICAN ACQUISITION GROUP INC.
By:
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Executive Officer
EXHIBIT A
[LETTERHEAD OF COMPANY]
[INSERT DATE]
Continental Stock Transfer
& Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: ______________
Re: Trust Account No. ___- Termination Letter
Gentlemen:
Pursuant to Section 1(i) of the Investment Management Trust
Agreement between InterAmerican Acquisition Group Inc. ("Company") and
Continental Stock Transfer & Trust Company ("Trustee"), dated as of __________,
2006 ("Trust Agreement"), this is to advise you that the Company has entered
into an agreement ("Business Agreement") with __________________ ("Target
Business") to consummate a business combination with Target Business ("Business
Combination") on or about [insert date]. The Company shall notify you at least
48 hours in advance of the actual date of the consummation of the Business
Combination ("Consummation Date") and shall provide you with an Officers'
Certificate in accordance with Sections 1(i) and 2(e) of the Trust Agreement.
Capitalized terms used herein and not otherwise defined shall have the meaning
ascribed to them in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby
authorize you to commence liquidation of the Trust Account to the effect that,
on the Consummation Date, all of funds held in the Trust Account will be
immediately available for transfer to the account or accounts that the Company
and Xxxxxx shall direct on the Consummation Date.
On the Consummation Date (i) counsel for the Company shall
deliver to you written notification that (a) the Business Combination has been
consummated, and (b) the provisions of Section 11-51-302(6) and Rule 51-3.4 of
the CRS have been met, to the extent applicable; (ii) the Company shall deliver
along with the oath and report of inspector of election certified by an
independent inspector which may be the Trustee or as otherwise appointed by
Xxxxxx (collectively, the "Report"); and (iii) the Company and Xxxxxx shall
deliver to you joint written instructions with respect to the transfer of the
funds, including the Contingent Discount, held in the Trust Account
("Instructions"). You are hereby directed and authorized to transfer the funds
held in the Trust Account immediately upon your receipt of the counsel's letter,
the Report, evidence of delivery of the Stock Certificates, the Officers'
Certificate and the Instructions, in accordance with the terms of the
Instructions. Notwithstanding the foregoing, upon verification of receipt by you
of the Instructions, we hereby agree and acknowledge that the Property in the
Trust Account shall be distributed as follows: (1) first, to Xxxxxx by wire
transfer (or as otherwise directed by Xxxxxx) in immediately available funds,
an amount equal to (a) the amount deposited into the Trust Account as the
Contingent Discount, less (b) the product of $0.24 and the number of shares of
the Company's common stock being converted pursuant to the Company's Certificate
of Incorporation, plus (c) any interest accrued on such resulting amount; and
(2) thereafter, to any other Beneficiary in accordance with the terms of the
Instructions. 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 Xxxxxx of the same and the Company and,
if the amount set forth in clause (1) shall not have been paid in full, the
Company and Xxxxxx shall issue joint written instructions directing you as to
whether such funds should remain in the Trust Account and distributed after the
Consummation Date to the Company and/or Xxxxxx. Upon the distribution of all the
funds in the Trust Account pursuant to the terms hereof, the Trust Agreement
shall be terminated.
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 Agreement on the business day immediately following the
Consummation Date as set forth in the notice.
Very truly yours,
INTERAMERICAN ACQUISITION GROUP INC.
By:
--------------------------------
Xxxxxxx X. Xxxxx, Chairman
By:
--------------------------------
Xxxxxxx X. Xxxxxx,
Chief Operating Officer
cc: Xxxxxx & Xxxxxxx, LLC
EXHIBIT B
[LETTERHEAD OF COMPANY]
[INSERT DATE]
Continental Stock Transfer
& Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn:
Re: Trust Account No. ___- Termination Letter
Gentlemen:
Pursuant to Section 1(j) of the Investment Management Trust
Agreement between InterAmerican Acquisition Group, Inc. ("Company") and
Continental Stock Transfer & Trust Company ("Trustee"), dated as of ___________,
2006 ("Trust Agreement"), this is to advise you that the Board of Directors of
the Company has voted to dissolve the Company 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 an executive officer of the Company as true and correct and in full force and
effect.
In accordance with the terms of the Trust Agreement, we hereby
(a) certify to you that the provisions of Section 11-51-302(6) and Rule 51-3.4
of the Colorado Statute have been met and (b) authorize you, to commence
liquidation of the Trust Account. You will notify the Company and XX Xxxxxx
Xxxxx NY Bank ("Designated Paying Agent") in writing as to when all of the funds
in the Trust Account will be available for immediate transfer ("Transfer Date").
The Designated Paying Agent shall thereafter notify you as to the account or
accounts of the Designated Paying Agent that the funds in the Trust Account
should be transferred to on the Transfer Date so that the Designated Paying
Agent may commence distribution of such funds in accordance with the terms of
the Trust Agreement and the Company's Certificate of Incorporation. Upon the
payment of all the funds in the Trust Account, the Trust Agreement shall be
terminated and the Trust Account closed.
Very truly yours,
INTERAMERICAN ACQUISITION GROUP INC.
By:
--------------------------------
Xxxxxxx X. Xxxxx, Chairman
By:
--------------------------------
Xxxxxxx X. Xxxxxx,
Chief Operating Officer
cc: Xxxxxx & Xxxxxxx, LLC
EXHIBIT C
AUTHORIZED INDIVIDUAL(S) AUTHORIZED
FOR TELEPHONE CALL BACK TELEPHONE NUMBER(S)
COMPANY:
InterAmerican Acquisition Group Inc.
0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxx, Chief Executive Officer (000) 000-0000
TRUSTEE:
Continental Stock Transfer
& Trust Company
00 Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: ___________________ (000) 000-0000
