Form of Investment Management Trust Agreement

Exhibit 10.2
INVESTMENT MANAGEMENT TRUST AGREEMENT


This Agreement is made as of ____________, 2007 by and between HIGHPOINT ACQUISITION CORP. (the "COMPANY") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (the "TRUSTEE").


WHEREAS, the Company's Registration Statement on Form S-1, File No. 333-136908 (the "REGISTRATION STATEMENT"), for its initial public offering of securities (the "IPO") has been declared effective as of the date hereof by the Securities and Exchange Commission (the "EFFECTIVE DATE"); and


WHEREAS, the Company has agreed to issue securities in a private placement immediately prior to the IPO (the "PLACEMENT"); and


WHEREAS, H.C. Wainwright & Co., Inc. ("H.C. WAINWRIGHT") is acting as the representative of the underwriters (the "UNDERWRITERS") in the IPO and as placement agent for the Placement; and


WHEREAS, as described in the Company's Registration Statement, and in accordance with the Company's Amended and Restated Certificate of Incorporation, (i) $22,302,500 of the net proceeds of the IPO ($25,790,000 if the Underwriters' over-allotment option is exercised in full), (ii) in accordance with the Amended and Restated Placement Agreement, as filed as an exhibit to the Registration Statement, among the Company, H.C. Wainwright and certain purchasers, $900,000 of the gross proceeds of the Placement, (iii) an aggregate of $800,000 ($920,000 if the over-allotment option is exercised in full) of convertible loans, and (iv) in accordance with the Underwriting Agreement, dated as of ______________, 2007, between the Company and H.C. Wainwright, as representative of the Underwriters, an additional $500,000 ($575,000 if the Underwriters' over-allotment option is exercised in full), representing a deferred underwriting fee ("CONTINGENT DISCOUNT") of 2% of the gross proceeds of the IPO, will be delivered to the Trustee to be deposited and held in a trust account for the benefit of the Company, the public holders of the Common Stock, par value $0.001 per share, of the Company ("COMMON STOCK") included in the units of the Company's securities issued in the IPO (the "UNITS") and H.C. Wainwright and, in the event the Units are registered in Colorado, pursuant to Section 11-51-302(6) of the Colorado Revised Statutes, a copy of which statute is attached hereto and made a part hereof. 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 H.C. Wainwright will be referred to together as the "BENEFICIARIES"); and


WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property;


NOW, THEREFORE, in consideration of the 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, including the terms of Section 11-51-302(6) of the Colorado Revised Statutes with respect to Public Stockholders resident in Colorado, in a segregated trust account ("TRUST ACCOUNT") established by the Trustee at a branch of Citigroup Global Markets, Inc. 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 "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 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 selected by the Company and 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) Promptly notify the Company and H.C. Wainwright 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 to do so;


(h) Render to the Company and to H.C. Wainwright, 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) Commence liquidation of the Trust Account upon receipt of the Officers' Certificate of the Company signed by the Chief Executive Officer or President and Secretary 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 Chief Executive Officer or President and Secretary and affirmed by its entire Board of Directors, 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; 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 ("LAST 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 Last Date. In all cases, the Trustee shall provide H.C. Wainwright 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. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.
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2. Limited Distributions of Income.


(a) On each of ______, _________, __________, _______, ___________, ___________, ___________, and ___________ (if such date is not a business day, then the first business day following such date) [the first four full fiscal quarters after consummation of the IPO], the Trustee shall distribute to the Company $300,000 (or $345,000 if the over-allotment option is exercised in full), or such lesser amount as is necessary to maintain the Trust Account at an amount equal to $5.88 per unit sold in the IPO up to an aggregate amount of $2,400,000 (or $2,760,000 if the over-allotment option is exercised in full), to cover expenses related to investigating and selecting a target business, income or other taxes owed on the Trust Account or otherwise and other working capital requirements, including repayment of the $800,000 ($920,000 if the over-allotment is exercised in full) convertible loans, plus interest at 4% per annum, to Harbor Healthcare Holding LLC and Moreco Partners LLC; provided, however, that (i) such distributions shall be made solely out of the interest earned on the Property; (ii) at no time will the Trust Account contain an amount less than $5.88 per unit sold in the IPO and (iii) no distribution from the Trust Account shall be made if such distribution would cause the Trust Account to fall below such amount. Additionally, the first $700,000 distributed to the Company may not be used to repay the convertible loans.


(b) Except as provided in Section 2(a) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i).


3. Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


(a) Give all instructions to the Trustee hereunder in writing, signed by the Company's Chief Executive Officer or President. In addition, except with respect to its duties under Section 1(i) 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 shall promptly confirm such instructions in writing;


(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;

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