Exhibit 10.2
INVESTMENT MANAGEMENT TRUST AGREEMENT
This INVESTMENT MANAGEMENT TRUST AGREEMENT, dated as of _________, 2007
(the "AGREEMENT"), is entered into by and between Alpha Security Group
Corporation (the "COMPANY") and American Stock Transfer & Trust Company (the
"TRUSTEE").
WHEREAS, the Company's registration statement on Form S-1, File No.
333-127999, as amended (the "REGISTRATION STATEMENT"), filed with the Securities
and Exchange Commission (the "COMMISSION") to register its initial public
offering (the "IPO") of units (the "UNITS") of the Company, consisting of one
share of common stock, par value $.0001 (the "COMMON STOCK") of the Company and
one warrant (each a "WARRANT" and, collectively, the "WARRANTS") to purchase one
share of Common Stock, has been declared effective as of the date hereof (the
"EFFECTIVE DATE") by the Commission; and
WHEREAS, in accordance with the Subscription Agreement, dated _____, 2007,
by and among the Company and the investors named therein, the Company has issued
3,200,000 Warrants at $1.00 per Warrant in a private placement (the "PLACEMENT")
with aggregate proceeds of $3,200,000; and
WHEREAS, Maxim Group LLC ("MAXIM") is acting as the representative of the
underwriters (together with Maxim, the "UNDERWRITERS") in the IPO; and
WHEREAS, as described in the Company's Registration Statement: (i) in
accordance with the Company's Amended and Restated Certificate of Incorporation,
$55,000,000 of the net proceeds of the IPO ($63,370,000 if the Underwriters'
Over-allotment Option is exercised in full), (ii) $3,200,000 of the net proceeds
of the Placement and (iii) in accordance with the Underwriting Agreement, dated
as of ________, 2007, between the Company and Maxim, an additional $1,800,000
($2,250,000 of the Underwriters' Over-allotment Option is exercised in full),
representing a portion of the Underwriters' discount (the "CONTINGENT DISCOUNT")
will be deposited by the Company and held in a trust account (the "TRUST
ACCOUNT"), established in accordance with Section 1 hereof, for the benefit of
the public holders (the "PUBLIC STOCKHOLDERS") of the Common Stock underlying
the Units issued in the IPO and the Underwriters (collectively with the Public
Stockholders, the "BENEFICIARIES"). The amount to be delivered to the Trustee
will be referred to herein as the "PROPERTY;" 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 foregoing and the mutual covenants
and agreements herein contained, the parties hereto agree as follows:
1. Agreements and Covenants of Trustee. The Trustee hereby agrees and
covenants to the Company as follows:
(a) To hold the Property in trust for the Beneficiaries, in accordance
with the terms of this Agreement, in a segregated Trust Account established by
the Trustee with XX Xxxxxx Xxxxx Bank New York, New York;
(b) To 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 "government securities," as defined in Section
2(a)(16) of the Investment Company Act of 1940, as amended (the "INVESTMENT
COMPANY ACT"), which have a maturity of 180 days or less or in any open ended
investment company registered under the Investment Company Act 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;
(d) To collect and receive, when due, all income arising from the
investment of the Property in accordance with Section 1(c) above, which income
shall become part of the "Property," as such term is used herein;
(e) To promptly notify the Company and Maxim of all communications
received by it with respect to any Property requiring action by the Company;
(f) To 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 or the Company;
(g) To 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 Maxim to do so;
(h) To render to the Company and to Maxim, 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) To commence liquidation of the Trust Account upon receipt of the
Officers Certificate signed on behalf of the Company by its Chief Executive
Officer and Chief Management Officer in accordance with the terms of a letter
(the "TERMINATION LETTER"), in a form substantially similar to that attached
hereto as Exhibit A or Exhibit B, 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, as part of the
Company's plan of dissolution and liquidation approved by the Company's
stockholders. The Trustee understands and agrees that, except as provided in
Section 1(j) and Section 2 hereof, 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 (as hereinafter
defined). In all cases, the Trustee shall provide Maxim with a copy of any
Termination Letters, Officers Certificates and/or
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any other correspondence that it receives with respect to any proposed
withdrawal from the Trust Account promptly after it receives same. As used in
this Agreement, the term "BUSINESS COMBINATION" means the acquisition by the
Company, through merger, capital stock exchange, asset or stock acquisition of,
or similar business combination with, one or more entities with agreements to
acquire vessels or an operating business in the homeland security or defense
industries or a combination thereof, as more fully described in the Registration
Statement; and
(j) (i) Subject to the limitations and conditions set forth in
paragraph (ii) of this Section 1(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 a Letter of Intent (defined below) prior
to the LOI Termination Date but failed to consummate a Business Combination
before such date (the "SECOND TERMINATION DATE")), to commence liquidation of
the Trust Account as part of the Company's plan of dissolution and liquidation
approved by the Company's stockholders. The Trustee, upon consultation with the
Company and Maxim, shall deliver a notice to the Public Stockholders of record
as of the LOI Termination Date or Second Termination Date, as applicable, and
the Underwriters by U.S. mail or via the Depository Trust Company ("DTC"),
within five days of the LOI Termination Date or Second Termination Date, as
applicable, and shall take such other actions as it may deem necessary to inform
the Beneficiaries of the LOI Termination Date or the Second Termination Date.
The Trustee shall deliver to each Public Stockholder its ratable share of the
Property against satisfactory evidence of delivery to the Company (through DTC,
its Deposit Withdraw Agent Commission (DWAC) system or as otherwise presented to
the Trustee) by the Public Stockholder of the stock certificates representing
the Units it holds.
(ii) If the Trustee receives a bona fide, executed letter of
intent, agreement in principle or engagement letter (a "LETTER OF INTENT") for a
Business Combination prior to the LOI Termination Date, accompanied by an
Officer's Certificate, as described in Section 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
the Chief Executive Officer and Chief Management Officer of the Company
certifying as true, accurate and complete a copy of: (i) any tax return required
to be filed on behalf of the Trust Account in respect of income earned on the
Property held therein and (ii) any State of Delaware franchise tax required to
be paid by the Company, 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 the written request of the Company containing a certification
by an authorized officer of the Company that such distribution pursuant to this
Section 2(b) shall only be used to fund the repayment of up to $200,000 of an
additional officer loan to be made on or prior to the closing of the Offering by
Xxxxxx X. Xxxxxxxxx (such loan to be repaid within 90 days of the closing of the
Offering) the Trustee shall distribute to the Company an amount required to
repay such loan; provided, however, that in no event shall the aggregate amount
of all such disbursements pursuant to this Section 2(b) exceed $200,000.
(c) Upon the written request of the Company containing a certification
by an authorized officer of the Company that such distribution pursuant to this
Section 2(c) shall only be used to fund the working capital requirements of the
Company and the costs related to identifying and researching a prospective
target business, in each case as described in the
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Registration Statement, the Trustee shall distribute to the Company an amount
equal to up to $1,825,000 ($1,925,000 if the Underwriters' Over-allotment Option
is exercised in full) of the income earned on the Property, net of taxes
payable, through the last day of the month (or, during the first month following
the Effective Date, through the last day of the week) immediately preceding the
date of receipt of the Company's written request. It is agreed that the first
$125,000 of interest earned on the funds held in the Trust Account shall, when
earned, be immediately released to the Company to fund working capital
requirements of the Company (which amount shall be credited towards the
$1,825,000 or $1,925,000 amounts referred to in this Section 2(b)). From and
after the time that such $125,000 in Trust Account interest is earned, if the
Over-allotment Option is exercised by the Underwriters, the Company shall be
prohibited from drawing any amounts from the Trust Account as provided for
hereunder until $180,000 of interest shall have been earned thereon (or a lesser
amount if less than the full Over-allotment is exercised, pro rata based on the
amount of the Over-allotment Option exercised).
(d) Upon receipt by the Trustee of a written request from the Company
for distributions from the Trust Account in connection with a plan of
dissolution and liquidation, accompanied by an Officer's Certificate signed by
the Chief Executive Officer and Chief Management Officer of the Company
certifying as true, accurate and complete: (i) a statement of the amount of
actual expenses incurred or, where known with reasonable certainty, imminently
to be incurred by the Company in connection with its dissolution and
distribution, including any fees and expenses incurred or imminently to be
incurred by the Company in connection with seeking stockholder approval of the
Company's plan of dissolution and distribution, and (ii) any amounts due to pay
creditors or required to reserve for payment to creditors, the Trustee shall
distribute to the Company an amount equal to the income earned on the Property
through the last day of the month immediately preceding the date of receipt of
the Company's written request; provided, however, that any distribution pursuant
to this Section 2(d) shall only be used to fund the amount of actual expenses
incurred or imminently to be incurred by the Company in connection with its
dissolution and liquidation, including any fees and expenses incurred or
imminently to be incurred by the Company in connection with seeking stockholder
approval of the Company's plan of dissolution and liquidation.
(e) Except as provided in this Section 2, 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 the Trustee as follows:
(a) To provide all instructions to the Trustee hereunder in writing,
signed by the Company's Chief Executive Officer and Chief Management Officer. In
addition, except with respect to its duties under Sections 1(i) and 1(j), 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 in this subsection to give written
instructions, provided that the Company and/or Maxim shall promptly confirm such
instructions in writing;
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(b) To hold the Trustee harmless and indemnify the Trustee from and
against any and all expenses, including reasonable counsels' 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 (the "INDEMNIFIED CLAIM"). The Company shall
have the right to conduct and manage the defense against such Indemnified Claim,
provided that the Company shall obtain the consent of the Trustee with respect
to the selection of counsel, which consent shall not be unreasonably withheld or
delayed. The Company may not agree to settle any Indemnified Claim without the
prior written consent of the Trustee, which consent shall not be unreasonably
withheld or delayed. The Trustee may participate in such action with its own
counsel at its own expense;
(c) To pay the Trustee an initial acceptance fee, an annual fee and a
transaction processing fee for each disbursement made pursuant to this
Agreement, as set forth in Schedule A attached hereto, it being expressly
understood that the Property shall not be used to pay such fees and further
understood that said transaction processing fees may be deducted by the Trustee
from the disbursements made to the Company pursuant to this Agreement. The
Company shall pay the Trustee the initial acceptance fee and first annual fee at
the consummation of the IPO. Thereafter, the annual fee shall be paid in advance
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 paragraph
3(b) hereof (it being expressly understood that the Property shall not be used
to make any payments to the Trustee under such paragraph);
(d) That, in the event that the Company presents a Business
Combination and/or a plan of dissolution and liquidation to its stockholders
and, as a result of the approval of either proposal by the stockholders, the
Trust Account is liquidated in accordance with Section 1(i) hereof, the Trustee
or another independent party regularly engaged in the business of soliciting
proxies and tabulating stockholder votes and designated by Maxim shall act as
the inspector of election to provide to the Trustee an affidavit or certificate
verifying the results of the stockholder vote concerning the approval or
rejection of the Business Combination and/or of the plan of liquidation and
distribution and, in either case, the resulting liquidation of the Trust
Account;
(e) That the Officer's Certificate referenced in Sections 1(i) and
1(j) hereof shall require the Company's Chief Executive Officer and Chief
Management Officer 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 Business Combination with a target
business,
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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 Business Combination with a target business, the
terms of which are consistent with the requirements set forth in the
Registration Statement; and (4) the Board of Directors (the "BOARD") pursuant to
a vote (or written consent) has approved (where applicable): (i) the Letter of
Intent; and/or (ii) the Business Combination. A copy of such the resolutions of
the Board of Directors and the Letter of Intent and/or the definitive agreement
relating to the Business Combination so approved shall be attached as an exhibit
to the Officer's Certificate;
(f) Within five business days after the Underwriters' Over-allotment
Option (or any unexercised portion thereof) expires or is exercised in full, to
provide the Trustee notice in writing (with a copy to the Underwriters) of the
total amount of the Contingent Discount, which shall in no event be less than
$1,800,000.
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 Sections 1 and 2 hereof and the Trustee shall have no liability to
any party except for liability arising out of its own gross negligence, willful
misconduct or bad faith;
(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 instructions hereunder shall not be continuing, unless provided
otherwise in such designation, or unless the Company shall have delivered a
written revocation of such authority to the Trustee;
(f) The Company 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 properly authorized
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
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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; and
(h) Pay any taxes on behalf of the Trust Account (it being expressly
understood that the Trustee's sole obligation with respect to taxes shall be to
issue the checks with respect thereto provided for by Section 2(a) hereof).
5. Certain Rights Of Trustee.
(a) Before the Trustee acts or refrains from acting, it may require an
Officer's 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 Officer's 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. 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 during which time the Trustee shall continue to act
as Trustee in accordance with the terms of 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
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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, 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(i) hereof, and
distributed the Property in accordance with the provisions of the Termination
Letter, this Agreement shall terminate except with respect to Section 3(b); or
(c) At such time that the Trustee has completed the liquidation of the
Trust Account and distributed the Property in accordance with Sections 1(i) and
1(j) hereof, this Agreement shall terminate except with respect to Section 3(b).
7. 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, as defined and 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 Delaware, without giving effect to
conflict of laws. It may be executed in several counterparts, each one of which
shall constitute an original, and together shall constitute but one instrument.
Facsimile signatures shall constitute original signatures for all purposes of
this Agreement.
(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
Maxim, who, along with each other Underwriter, the parties specifically agree,
is and shall be a third party beneficiary 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.
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(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, and hereby waive any
objection to such exclusive jurisdiction and accept such venue, and waive any
objection that such courts represent an inconvenient forum.
(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:
American Stock Transfer & Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxxx
Fax No.: (000) 000-0000
if to the Company, to:
Alpha Security Group Corporation
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxxxxx, Chief Executive Officer
Fax No.: (000) 000-0000
in either case with a copy to:
Maxim Group LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxx X. Xxxxxx
Fax No.: (000) 000-0000
and
Ellenoff, Xxxxxxxx & Schole LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx
Fax No.: (000) 000-0000
and
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Xxxxxxx Xxxxxx Xxxxxxxxx & Kakoyiannis, P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxx Xxxxxxxx
Fax: (000) 000-0000
(f) This Agreement may not be assigned by the Trustee without the
prior written consent of the Company and Maxim.
(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 Follows]
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IN WITNESS WHEREOF, the parties have duly executed this Investment
Management Trust Agreement as of the date first written above.
AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Trustee
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
ALPHA SECURITY GROUP CORPORATION
By:
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Executive Officer and
President
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EXHIBIT A
[LETTERHEAD OF COMPANY]
[INSERT DATE]
American Stock Transfer & Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxxx
Re: Trust Account No. [_____] Termination Letter
Ladies and Gentlemen:
Pursuant to Section 1(i) of the Investment Management Trust Agreement (the
"TRUST AGREEMENT") between Alpha Security Group Corporation (the "COMPANY") and
American Stock Transfer & Trust Company ("TRUSTEE"), dated as of __________,
2007, this is to advise you that the Company has entered into an agreement (the
"BUSINESS AGREEMENT") with __________________ ("TARGET BUSINESS") to consummate
a business combination (the "BUSINESS COMBINATION") with Target Business on or
about [_______]. The Company shall notify you at least 48 hours in advance of
the actual date (the "CONSUMMATION DATE") of the consummation of the Business
Combination. Capitalized words used herein and not otherwise defined shall have
the meanings ascribed to them in the Trust Agreement.
In accordance with paragraph A of Article SIXTH of the Amended and Restated
Certificate of Incorporation of the Company, the Business Combination has been
approved by the stockholders of the Company and by the Public Stockholders
holding a majority of the IPO Shares, and Public Stockholders holding less than
35% of the IPO Shares have voted against the Business Combination and given
notice of exercise of their redemption rights described in paragraph A of
Article 6 of the Amended and Restated Certificate of Incorporation of the
Company. Pursuant to Section 2(e) of the Trust Agreement, we are providing you
with an affidavit or a certificate of __________, which verifies the vote of the
Company's stockholders in connection with the Business Combination. 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 shall direct
in writing on the Consummation Date.
On the Consummation Date (i) counsel for the Company shall deliver to you
written notification that the Business Combination has been consummated or will,
concurrently with your transfer of funds to the accounts as directed by the
Company, be consummated, and (ii) the Company shall deliver to you written
instructions with respect to the transfer of the funds held in the Trust Account
(the "INSTRUCTION LETTER"). You are hereby directed and authorized to transfer
the funds held in the Trust Account immediately upon your receipt of the
counsel's letter and the Instruction Letter, in accordance with the terms of the
Instruction Letter. In the event that certain
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deposits held in the Trust Account may not be liquidated by the Consummation
Date without penalty, you will notify the Company of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and
be distributed after the Consummation Date to the Company or be distributed
immediately and the penalty incurred. 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,
ALPHA SECURITY GROUP CORPORATION
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
cc: Maxim Group LLC
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EXHIBIT B
[LETTERHEAD OF COMPANY]
[INSERT DATE]
American Stock Transfer & Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxxx
Re: Trust Account No. [_____] Termination Letter
Ladies and Gentlemen:
Pursuant to paragraphs 1(i) and 2(c) of the Investment Management Trust
Agreement (the "TRUST AGREEMENT") between Alpha Security Group Corporation (the
"COMPANY") and American Stock Transfer & Trust Company (the "TRUSTEE"), dated as
of _____________, 2007, this is to advise you that the Board of Directors of the
Company and the stockholders of the Company have voted to dissolve the Company
and liquidate the Trust Account (as defined in the Trust Agreement). Attached
hereto is a copy of the resolutions 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 as part of the Company's plan
of dissolution and liquidation. In connection with this liquidation, you are
hereby authorized to establish a record date for the purposes of determining the
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 liquidation date,
or as soon thereafter as is practicable. You will notify the Company in writing
as to when all of the funds in the Trust Account will be available for immediate
transfer (the "TRANSFER DATE") in accordance with the terms of the Trust
Agreement and the Amended and Restated Certificate of Incorporation of the
Company. 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 such
funds. Upon the payment of all the funds in the Trust Account, the Trust
Agreement shall be terminated.
Very truly yours,
ALPHA SECURITY GROUP CORPORATION
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
cc: Maxim Group LLC
14
EXHIBIT C
AUTHORIZED INDIVIDUAL(S) FOR
TELEPHONE CALL BACK AUTHORIZED TELEPHONE NUMBER(S)
----------------------------- ------------------------------
COMPANY:
Alpha Security Group Corporation (000) 000-0000
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxxxxx
MAXIM
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxx X. Xxxxxx
TRUSTEE:
American Stock Transfer & Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx Xxxxxx
15
SCHEDULE A
Schedule of fees pursuant to Section 3(c) of the Agreement
FEE ITEM TIME AND METHOD OF PAYMENT AMOUNT
-------- -------------------------- ------
Initial acceptance fee Initial closing of IPO by wire $_____
transfer
Annual fee Fee for first year at initial $_____
closing of IPO by wire transfer;
thereafter on the anniversary of the
Effective Date of the IPO by wire
transfer or check
Transaction processing fee for Deduction by Trustee from $_____
disbursements to Company disbursement made to Company
