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 Second Amended and Restated Certificate of
Incorporation, $59,164,000 of the gross proceeds of the IPO ($68,300,800 if the
underwriters over-allotment option is exercised in full), (ii) in accordance
with the Third Amended and Restated Warrant Purchase Agreement, dated June 2,
2006, among the Company and ICP, $1,300,000 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 $2,592,000 (or $2,980,800 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; provided,
however, that in the event that a Termination Letter has not been received by
the LOI Termination Date or the Second Termination Date, whichever the case may
be, the Trust Account shall be liquidated as part of the Company's plan of
dissolution and distribution approved by the Company's stockholders in
accordance with the procedures set forth in the Termination Letter to the
stockholders of record on the record date; provided, further, that the record
date shall be within ten (10) days of the LOI Termination Date or the Second
Termination Date, whichever the case may be, or as soon thereafter as is
practicable. 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, the
aggregate amount of $1,800,000 (or $2,070,000 as applicable) plus any interest
accrued thereon; 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 as part of the Company's plan of dissolution
and distribution. 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 as
thereafter as is practicable. 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 Second Amended and Restated 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
-------------------
