INVESTMENT MANAGEMENT TRUST AGREEMENT
This
Agreement is made as of _______________, 2008 by and between Corporate
Acquirers, Inc. (the “Company”),
whose
principal office is located at 000 Xxxx 00xx
Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, and American Stock Transfer & Trust Company
(“Trustee”), located at 00 Xxxxxx Xxxx, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000.
WHEREAS,
the Company’s Registration Statement on Form S-1, File No. 333-149037
(“Registration
Statement”),
for
its initial public offering of securities (“IPO”)
has
been declared effective on ____________, 2008 by the Securities and Exchange
Commission (“Effective
Date”);
and
WHEREAS,
the Company has completed a private placement of 3,000,000 Warrants (the
“Private
Warrants”)
prior
to the completion of the IPO for a purchase price of $3,000,000;
and
WHEREAS,
Deutsche Bank Securities Inc. (“Deutsche
Bank”
or
the
“Representative”)
and
Pali Capital, Inc. (“Pali”)
are
acting as underwriters in the IPO (the “Underwriters”),
with
Deutsche Bank acting as the representative of the Underwriters; and
WHEREAS,
as described in the Company’s Registration Statement, in accordance with the
Company’s Amended and Restated Certificate of Incorporation, $98,250,000
of the
net proceeds of the IPO and the sale of the Private Warrants ($112,650,000
if
the
over-allotment option (the “Over-allotment
Option”)
granted to the Underwriters is exercised in full), will be delivered to the
Trustee to be deposited and held in a trust account for the benefit of the
Company, the holders of the common stock, par value $.0001 per share
(“Common
Stock”)
included in the units of the Company’s securities issued in the IPO (the
“Units”),
and
the Underwriters. The amount to be delivered to the Trustee will be referred
to
herein as the “Property”
or
the
“Base
Deposit”,
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 the Underwriters will be referred
to
together as the “Beneficiaries”;
and
WHEREAS,
a portion of the Property consists of $3,000,000 (or $3,450,000 if
the
Over-allotment Option is exercised in full) attributable to the Underwriters’
deferred discount (the “Deferred
Discount”)
which
the Underwriters have agreed to deposit in the Trust Account (as defined
below);
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:
(a)
Hold the Property in trust for the Beneficiaries in accordance with
the terms of this Agreement in a segregated trust account (the “Trust
Account”)
established by the Trustee with American Stock Transfer and Trust Company
and at
a brokerage institution 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 written instruction of the Company, to invest and
reinvest the Property in any “Government Security” or in money market funds
selected by the Company meeting the conditions specified in Rule 2a-7
promulgated under the Investment Company Act of 1940, as amended, as determined
by the Company. As used herein, “Government Security” means any Treasury Xxxx
issued by the United States, having a maturity of one hundred and eighty
days or
less;
“money
market funds” means any open ended investment company selected by the Company
and registered under the Investment Company Act of 1940 that holds itself
out as
a money market fund meeting the conditions of paragraph (c)(2), (c)(3) and
(c)(4) under Rule 2a-7 promulgated under the Investment Company Act of 1940,
as
amended, as determined by the Company;
1
(d)
Collect and receive, when due, all principal and income arising
from the Property;
(e)
Promptly notify the Company and the Representative of all communications
received by it with respect to any Property requiring action by the
Company;
(f)
Supply any necessary information or documents as may be requested
by the Company in connection with the Company’s preparation of the tax returns
for the Trust Account or the Company;
(g)
Participate in any plan or proceeding for protecting or enforcing
any right or interest arising from the Property if, as and when instructed
by
the Company and/or the Representative to do so;
(h)
Render to the Company, to the Representative and to such other
person as the Company may instruct, monthly written statements of the activities
of and amounts in the Trust Account reflecting all receipts and disbursements
of
the Trust Account;
(i)
If there is any income or other tax obligation relating to the
income from the Property in the Trust Account or if there is any franchise
or
other tax obligation to which the Company is subject, then, from time to
time,
at the written instruction of the Company, the Trustee shall promptly to
the
extent there is not sufficient cash in the Trust Account to pay such tax
obligation, liquidate such assets held in the Trust Account as shall be
designated by the Company in writing; and
(j) Commence
liquidation of the Trust Account and make payments and distributions as directed
by the Company only after and promptly after receipt of, and only in accordance
with, the terms of a letter (“Termination
Letter”),
in a
form substantially similar to that attached hereto as either Exhibit
A
or
Exhibit
B
hereto,
signed on behalf of the Company by its Chief Executive Officer, and complete
the
liquidation of and make payments and distributions from 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; provided, however, that
in
the event that a Termination Letter has not been received by the Trustee
by the
24-month anniversary of the effective date of the Registration Statement
(“Termination
Date”), the Trust Account shall be liquidated in accordance with the
procedures set forth in the Termination Letter attached as Exhibit B
hereto and distributed to the stockholders of record on the Termination Date.
In
all cases, the Trustee shall provide the Representative with a copy of any
Termination Letters and/or any other correspondence that it receives with
respect to any proposed withdrawal from the Trust Account promptly after
it
receives same. The provisions of this Section 1(j) may not be modified,
amended or deleted under any circumstances.
2.
Limited
Distributions of Interest Income on Property.
(a)
If
there
is any income or other tax obligation relating to the income from the Property
in the Trust Account, or if there is any franchise or other tax obligation
to
which the Company is subject, then, at the written instruction of the Company,
the Trustee shall disburse to the Company or the Internal Revenue Service
or
other appropriate state or taxing authority by wire transfer or check (as
directed by the Company in its instruction letter), out of the Property in
the
Trust Account, the amount indicated by the Company as required to pay income,
franchise or other taxes.
(b) In
addition to any distribution pursuant to Section 2(a) above, upon written
request from the Company containing certification that such distribution
pursuant to this Section 2(b) shall only be used to fund the working capital
requirements of the Company and/or the expenses incurred in connection with
the
Company’s dissolution and liquidation, in each case as described in the
Registration Statement, the Trustee shall distribute to the Company an amount
up
to $2,400,000 of the interest income earned and collected on the Property
in the
Trust Account net of taxes payable, through the last day of the month
immediately preceding the date of receipt of the Company’s written request;
provided that (i) at no time will the Trust Account contain an amount less
than
$9.83 per unit sold in the IPO and (ii) no distribution from the Trust Account
shall be made if such distribution would cause the Trust Account to fall
below such amount.
2
(c) It
is
acknowledged and agreed by the parties hereto that with respect to all requests
for distributions to or on behalf of the Company pursuant to this Section
2, the
Trustee’s only responsibility is to follow the instruction of the
Company.
3. Limited
Distributions of Property.
(a) Except
as
provided in Section 1(j), Section 2 or this Section 3, no other distributions
from the Trust Account shall be permitted.
(b) It
is
acknowledged and agreed by the parties hereto that with respect to all requests
for distributions to or on behalf of the Company pursuant to this Section
3, the
Trustee’s only responsibility is to follow the instruction of the
Company.
4. Agreements
and Covenants of the Company.
The
Company hereby agrees and covenants:
(a)
To
provide all instructions to the Trustee hereunder in writing, signed by the
Company’s Chief Executive Officer. In addition, except with respect to its
duties under paragraphs 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 above to give written instructions, provided that the
Company
and/or the Representative shall promptly confirm such instructions in
writing;
(b)
Subject
to the provisions of Section 6 hereof, to 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,
willful misconduct or bad faith. 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, which
consent shall not be unreasonably withheld. The Company may participate in
such action with its own counsel at its own expense;
(c)
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 on
Schedule A hereto, which fees shall be subject to modification by the parties
from time to time. It is expressly understood that the Property shall not
be
used to pay such fees and further agreed that said transaction processing
fees
shall be deducted by the Trustee from the disbursements made to the Company
pursuant to Section 2(b) hereof. 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 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 set forth in this
Section
4(c) and as may be provided in Section 4(b) hereof (it being expressly
understood that the Property shall not be used to make any payments to the
Trustee under such Sections);
3
(d)
That,
in
the event the Company consummates a Business Combination and/or the Trust
Account is liquidated in accordance with Section 1(j) hereof, an independent
party designated by the Representative shall act as the inspector of election
to
certify the results of the stockholder vote. 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
operating businesses, as more fully described in the prospectus forming a
part
of the Registration Statement;
(e)
That
the
Termination Letter referenced in Section 1(j) hereof shall require the Company’s
Chief Executive Officer to certify to either of the following (as applicable)
that (A) prior to the Termination Date,
the
Company has consummated a Business Combination, the terms of which are
consistent with the requirements set forth in the Registration
Statement and (B) the Board of Directors of the Company has approved the
Business Combination. A copy of such board approval and the definitive agreement
relating to the Business Combination so approved shall be attached as an
exhibit
to the Officer’s Certificate.
(f)
In
connection with any vote of the Company’s stockholders regarding a Business
Combination, provide to the Trustee an affidavit or certificate of a firm
regularly engaged in the business of soliciting proxies and tabulating
stockholder votes verifying the vote of the Company’s stockholders regarding
such Business Combination; and
(g) 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 Deferred Discount, which shall in no event be less than
$3,000,000.
5.
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, 2 and 3 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 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, willful misconduct or bad faith. 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;
4
(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(j) hereof;
(h)
Prepare, execute and file tax reports, income or other tax returns,
pay any taxes on behalf of the Trust Account and pay any taxes with respect
to
income and activities relating to the Trust Account, regardless of whether
such
tax is payable by the Trust Account or the Company (including but not limited
to
income tax obligations), (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. If there is any income or other
tax
obligation relating to the Trust Account or the Property in the Trust Account,
as determined from time to time by the Company and regardless of whether
such
tax is payable by the Company or the Trust, at the written instruction of
the
Company, the Trustee shall make funds available in cash from the Property
in the
Trust Account an amount specified by the Company as owing to the applicable
taxing authority, which amount shall be paid directly to the Company by
electronic funds transfer, account debit or other method of payment, and
the
Company shall forward such payment to the taxing authority; and
(i) Verify
calculations, qualify or otherwise approve Company requests for distributions
pursuant to Section 1(i), 2(a) or 2(b) above.
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 the Trustee has a claim against the Company under this
Agreement, including, without limitation, under Section 4(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 during which time the Trustee shall continue to
act
in accordance with the terms of this Agreement. At such time 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 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; or
5
(b)
At such time that the Trustee has completed the liquidation of the
Trust Account in accordance with the provisions of Section 1(j) hereof, and
distributed the Property in accordance with the provisions of the Termination
Letter, this Agreement shall terminate except with respect to Section
4(b).
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. The Company and the Trustee will each restrict access
to
confidential information relating to such security procedures to authorized
persons. Each party must notify the other party immediately if it has reason
to
believe unauthorized persons may have obtained access to such information,
or of
any change in its authorized personnel. In executing funds transfers, the
Trustee will rely upon account numbers or other identifying numbers of a
beneficiary, beneficiary’s bank or intermediary bank, rather than names. The
Trustee shall not be liable for any loss, liability or expense resulting
from
any error in an account number or other identifying number, provided it has
accurately transmitted the numbers provided.
(b)
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect
to
conflict of laws 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. 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
the
Representative, who, along with each other Underwriter, the parties
specifically agree, are and shall be third party beneficiaries for purposes
of this Agreement and shall be entitled to enforce the terms of this Agreement
to the same extent as if they were parties hereto; and provided further,
any
amendment to Section 1(j) shall require the vote or consent of holders of
95% of
the shares of Common Stock sold in the IPO (the “Public
Stockholders”),
it
being the specific intention of the parties hereto that each Public Stockholder
is and shall be a third-party beneficiary of this Section 8(c) with the same
right and power to enforce this Section 8(c) as either of the parties hereto.
For purposes of this Section 8(c), the “consent of 95% of the Public
Stockholders” shall mean receipt by the Trustee of a certificate from an entity
certifying that (i) such entity regularly engages in the business of serving
as
inspector of elections for companies whose securities are publicly traded,
and
(ii) either (a) 95% of the Public Stockholders of record as of the record
date
established in accordance with Section 213(a) of the Delaware General
Corporation Law, as amended (the “DGCL”),
have
voted in favor of such amendment or modification or (b) 95% of the Public
Stockholders of record as of the record date established in accordance with
Section 213(b) of the DGCL has delivered to such entity a signed writing
approving such amendment or modification. As to any claim, cross-claim or
counterclaim in any way relating to this Agreement, each party waives the
right
to trial by jury.
(d)
The parties hereto consent to the jurisdiction and venue of any
state or federal court located in the State and County of New York for purposes
of resolving any disputes hereunder. The parties hereto irrevocably submit
to
such jurisdiction, which jurisdiction shall be exclusive, and hereby waive
any
objection to such exclusive jurisdiction and accept such venue, and waive
any
objection that such courts represent an inconvenient forum.
6
(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
Xxxxx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
Fax
No.:
if
to the
Company, to:
000
Xxxx
00xx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attn:
G. Xxxxxxx Xxxxxx
Chairman,
CEO and President
Fax
No.:
( )
with
a
copy to:
Ellenoff
Xxxxxxxx & Schole LLP
000
Xxxx
00xx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000-0000
Attn:
Xxxxxxx X. Xxxxxxxx, Esq.
Fax
No.:
(000) 000-0000
and,
in
either case with a copy to:
Deutsche
Bank Securities Inc.
00
Xxxx
Xxxxxx
Xxx
Xxxx,
XX 00000
Attn:
Equity Capital Markets – Syndicate
Desk
Pali
Capital, Inc.
000
Xxxxx
Xxxxxx
Xxx
Xxxx,
XX 00000
Attn:
Xxxx Xxxxxx, Managing Director
Xxxxxxxxxx
Xxxxxxx PC
00
Xxxxxxxxxx Xxxxxx
Xxxxxxxx,
XX 00000
Attn:
Xxxxxx Xxxxxxxx, Esq.
Fax
No.:
(000) 000-0000
(f)
This Agreement may not be assigned by the Trustee without the prior
written consent of the Company and the Underwriters.
7
(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. The Trustee
hereby consents to the inclusion of Continental Stock Transfer & Trust
Company in the Registration Statement and other materials relating to the
IPO.
IN
WITNESS WHEREOF, the parties have duly executed this Investment Management
Trust
Agreement as of the date first written above.
| By: | ||||
|
Name:
G. Xxxxxxx Xxxxxx
Title:
Chairman, President and Chief Executive Officer
|
8
EXHIBIT
A
[Letterhead
of Company]
[Insert
date]
American
Stock Transfer
&
Trust Company
00
Xxxxxx
Xxxx
Xxxxx
Xxxxx
Xxx
Xxxx,
XX 00000
Attn:
[
]
Re:
Trust
Account No. [ ] Termination Letter
Gentlemen:
Pursuant
to Section 1(j) of the Investment Management Trust Agreement between
Corporate
Acquirers, Inc.
(“Company”) and American Stock Transfer & Trust Company (“Trustee”), dated
as of _________, 2008 (“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 [_______]. The Company
shall notify you at least 48 hours in advance of the actual date of the
consummation of the Business Combination (“Consummation Date”). Capitalized
words used herein and not otherwise defined shall have the meanings ascribed
to
them in the Trust Agreement.
In
accordance with paragraph 2 of Article 6 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 cast at the meeting relating to the Business
Combination, and Public Stockholders holding less than 30% of the IPO Shares
have voted against the Business Combination and given notice of exercise
of
their conversion rights described in paragraph 3 of Article 6 of the Amended
and
Restated Certificate of Incorporation of the Company. Pursuant to Section
4(g)
of the Trust Agreement, we are providing you with [an affidavit] [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,
which accounts may include the accounts of Public Stockholders exercising
their
conversion rights or the accounts of Public Stockholders whose securities
have
been purchased by the Company.
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
(“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
certain 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.
9
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 upon receipt
by the
Trustee of written instructions, 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, | ||
| CORPORATE ACQUIRERS, INC. | ||
| |
|
|
| By: | ||
|
Name: G. Xxxxxxx Xxxxxx |
||
| Title: Chairman, President and Chief Executive Officer | ||
cc.
Deutsche Bank Securities Inc.
Pali
Capital, Inc.
10
[Letterhead
of Company]
[Insert
date]
American
Stock Transfer
&
Trust Company
00
Xxxxxx
Xxxx
Xxxxx
Xxxxx
Xxx
Xxxx,
XX 00000
Attn:
Re:
Trust
Account No. [ ] Termination Letter
Gentlemen:
Pursuant
to paragraph 1(j) of the Investment Management Trust Agreement between
Corporate
Acquirers, Inc. (“Company”)
and American Stock Transfer & Trust Company (“Trustee”), dated as of
___________, 2008 (“Trust Agreement”), this is to advise you that the
Company has been unable to effect a Business Combination (as defined in the
Trust Agreement) with a target company within the applicable time frame
specified in the Amended and Restated Certificate of Incorporation of the
Company, as described in the Company’s prospectus relating to its initial public
offering.
In
accordance with the terms of the Trust Agreement, we hereby authorize you
to
commence liquidation of the Trust Account as promptly as practicable to the
stockholders of record on the applicable Termination Date (as defined in
the
Trust Agreement). The Company has appointed [ ] to serve as its Designated
Paying Agent; accordingly, you will notify the Company and the “Designated
Paying Agent” in writing as to when all of the funds in the Trust Account will
be available for immediate transfer (the “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 Company’s
instructions. You shall have no obligation to oversee the Designated Paying
Agent’s distribution of the funds. Upon the payment to the Designated Paying
Agent of all the funds in the Trust Account, the Trust Agreement shall terminate
in accordance with the terms thereof.
| Very truly yours, | ||
| CORPORATE ACQUIRERS, INC. | ||
| |
|
|
| By: | ||
|
Name: G. Xxxxxxx Xxxxxx |
||
| Title: Chairman, President and Chief Executive Officer | ||
cc:
Deutsche Bank Securities Inc.
Pali
Capital, Inc.
11
Schedule
of fees pursuant to Section 4(c) of Investment Management Trust
Agreement
between
Corporate Acquirers, Inc. and
American
Stock Transfer & Trust Company
|
Fee
Item
|
Time
and method of payment
|
Amount
|
|
Initial
acceptance fee
|
Initial
closing of IPO by wire transfer
|
[$1
]
|
|
Annual
fee
|
First
year, initial closing of IPO by wire transfer; thereafter on the
anniversary of the effective date of the IPO by wire transfer or
check
|
[$1
]
|
|
Transaction
processing fee for disbursements to Company under Sections 2(a)
and
2(b)
|
Deduction
by Trustee from disbursement made to Company under Section
2(b)
|
[$1
]
|
Dated:
| CORPORATE ACQUIRERS, INC. | ||
| |
|
|
| By: | ||
|
Name: G. Xxxxxxx Xxxxxx |
||
| Title: Chairman, President and Chief Executive Officer | ||
| AMERICAN STOCK TRANSFER & TRUST COMPANY | ||
| |
|
|
| By: | ||
|
Name: |
||
| Title: | ||
12
