Form of Investment Management Trust Agreement

INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _________________, 2007 by and betweenInterAmerican Acquisition Group Inc. (the "Company") and Continental StockTransfer & Trust Company ("Trustee"). WHEREAS, the Company's registration statement on Form S-1, No.333-125558 ("Registration Statement"), for its initial public offering ofsecurities ("IPO") has been declared effective as of the date hereof by theSecurities and Exchange Commission ("Effective Date"); WHEREAS, the Company has agreed to issue warrants to InterAmericanCapital Partners II LLC, an entity owned by members of management of theCompany, and the Company's special advisors (collectively, the "WarrantPurchasers"), in a private placement that will occur prior to the completion ofthe IPO (the "Warrant Placement"); WHEREAS, Chardan Capital Markets, LLC ("Chardan") is acting as therepresentative of the underwriters in the IPO; WHEREAS, as described in the Registration Statement, and (i) inaccordance with the Company's Certificate of Incorporation, $35,950,000 of thegross proceeds of the IPO ($41,590,000 if the underwriters over-allotment optionis exercised in full), (ii) in accordance with the Fourth Amended and RestatedWarrant Purchase Agreement, dated June 27, 2007, among the Company and theWarrant Purchasers, $1,500,000 from the Warrant Purchasers pursuant to theWarrant Placement and (iii) in accordance with the Underwriting Agreement, datedas of ____________, 2007 between the Company and Chardan, as representative ofthe underwriters, an additional $1,800,000 (or $2,070,000 if the underwriters'over-allotment option is exercised in full) representing a portion of theunderwriters' discount (the "Contingent Discount") which Chardan, on behalf ofthe 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 forthe benefit of the Company and the holders of the Company's common stock, parvalue $.0001 per share of the Company ("Common Stock") included in the units ofthe Company's securities, issued in the IPO (the amount to be delivered to theTrustee will be referred to herein as the "Property"; the stockholders for whosebenefit the Trustee shall hold the Property will be referred to as the "PublicStockholders," and the Public Stockholders, the Company and Chardan will bereferred to together as the "Beneficiaries") and in the event the securities areregistered in Colorado, pursuant to Section 11-51-302(6) of the Colorado RevisedStatutes (the "CRS"). A copy of Section 11-51-302(6) of the CRS is attachedhereto and made a part hereof; and WHEREAS, the Company and the Trustee desire to enter into thisAgreement to set forth the terms and conditions pursuant to which the Trusteeshall hold the Property. NOW, THEREFORE, IT IS AGREED:1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenantsto: (a) Hold the Property in trust for the Beneficiaries in accordancewith the terms of this Agreement, including without limitation, the terms ofSection 11-51-302(6) of the CRS, in a segregated trust account ("Trust Account")established by the Trustee at a branch of JP Morgan Chase NY Bank selected bythe Trustee; (b) Manage, supervise and administer the Trust Account subject to theterms and conditions set forth herein; (c) In a timely manner, upon the instruction of the Company, to investand reinvest the Property in any "Government Security." As used herein,Government Security means any Treasury Bill issued by the United States, havinga maturity of one hundred and 180 days or less or in any open ended investmentcompany registered under the Investment Company Act of 1940 that holds itselfout 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 arisingfrom the Property, which shall become part of the "Property," as such term isused herein; (e) Notify the Company of all communications received by it withrespect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may be requestedby the Company in connection with the Company's preparation of the tax returnsfor the Trust Account; (g) Participate in any plan or proceeding for protecting or enforcingany right or interest arising from the Property if, as and when instructed bythe Company and/or Rodman to do so; (h) Render to the Company, and to such other person as the Companymay instruct, monthly written statements of the activities of and amounts in theTrust 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 receiptof the Officers' Certificate signed by the Chairman or Chief Executive Officeror Chief Financial Officer and the Chief Operating Officer in accordance withthe terms of a letter ("Termination Letter"), in a form substantially similar tothat attached hereto as Exhibit A or Exhibit B, signed on behalf of the Companyby its Chairman or Chief Executive Officer or Chief Financial Officer and theChief Operating Officer, and complete the liquidation of the Trust Account anddistribute the Property in the Trust Account only as directed in the TerminationLetter and the other documents referred to therein. The Trustee understands andagrees that disbursements from the Trust Account shall be made only pursuant toa duly executed Termination Letter, together with the other documents referencedherein, including, without limitation, an independently certified oath andreport of inspector of election in respect of the stockholder vote in favor ofthe Business Combination. In all cases, the Trustee shall provide Chardan with acopy of any Termination Letters, Officers' Certificates and/or any othercorrespondence that it receives with respect to any proposed withdrawal from theTrust Account promptly after it receives same; and (j) As of the date 18 months from the date of this Agreement (the "LOITermination Date") (or 24 months from the date hereof in the event the Companyhas executed the Letter of Intent (defined below) prior to the LOI TerminationDate but failed to consummate a Business Combination ("Second TerminationDate")), commence liquidation of the Trust Account. The Trustee, uponconsultation with the Company and Chardan, shall deliver a notice to PublicStockholders of record as of the LOI Termination Date or Second TerminationDate, whichever the case may be, by U.S. mail or via the Depository TrustCompany ("DTC"), within five days of the LOI Termination Date or SecondTermination Date, to notify the Public Stockholders of such event and take suchother actions as it may deem necessary to inform the Beneficiaries. The Trusteeshall deliver to each Public Stockholder its ratable share of the Propertyagainst satisfactory evidence of delivery of the stock certificates by thePublic Stockholders to the Company through DTC, its Deposit Withdraw AgentCommission (DWAC) system or as otherwise presented to the Trustee; provided,however, that in the event that a Termination Letter has not been received bythe LOI Termination Date or the Second Termination Date, whichever the case maybe, the Trust Account shall be liquidated as part of the Company's plan ofdissolution and distribution approved by the Company's stockholders inaccordance with the procedures set forth in the Termination Letter to thestockholders of record on the record date; provided, further, that the recorddate shall be within ten (10) days of the LOI Termination Date or the SecondTermination Date, whichever the case may be, or as soon thereafter as ispracticable. Notwithstanding the foregoing, if the Trustee receives a bona fide,executed letter of intent or engagement letter (the "Letter of Intent") for aBusiness Combination prior to the LOI Termination Date accompanied by anOfficers' Certificate as described in paragraph 3(e) hereof, then the Trusteeshall forego or suspend any liquidation of the Trust Account until the earlierof 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 byeither of the Chairman or Chief Executive Officer or Chief Financial Officer andthe Chief Operating Officer of the Company certifying as true, accurate andcomplete a copy of any tax return required to be filed on behalf of the TrustAccount in respect of income earned on the Property held therein, the Trusteeshall deliver to the Company for submission to the appropriate taxing authoritya check made payable to the order of such taxing authority in the amountrequired to pay such taxes; provided , however , that in no event shall theaggregate amount of all checks issued to taxing authorities pursuant to thisSection 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 begiven not more than once in any calendar month period, the Trustee shalldistribute to the Company interest earned on the Trust Account, net of taxespayable, up to a maximum of $950,000. The distributions requested by the Companymay be for any amount, provided that (i) in the aggregate, all distributionsunder this Section 2(b) may not exceed $950,000 and (ii) that such distributionsmay only be made if and to the extent that interest has been earned on theamount initially deposited into the Trust Account. (c) Except as provided in Sections 2(a) and 2(b) above, no otherdistributions from the Trust Account shall be permitted except in accordancewith Sections 1(i) and 1(j) hereof.3. Agreements and Covenants of the Company. The Company hereby agrees andcovenants to: (a) Provide all instructions to the Trustee hereunder in writing,signed by the Company's Chairman or Chief Executive Officer or Chief FinancialOfficer and the Chief Operating Officer. In addition, except with respect to itsduties under Sections 1(i) and (j) above, the Trustee shall be entitled to relyon, and shall be protected in relying on, any verbal or telephonic advice orinstruction which it in good faith believes to be given by any one of thepersons authorized above to give written instructions, provided that the Companyand/or Chardan shall promptly confirm such instructions in writing; and (b) Hold the Trustee harmless and indemnify the Trustee from andagainst, any and all expenses, including reasonable counsel fees anddisbursements, or loss suffered by the Trustee in connection with any action,suit or other proceeding brought against the Trustee involving any claim, or inconnection with any claim or demand which in any way arises out of or relates tothis Agreement, the services of the Trustee hereunder, or the Property or anyincome earned from investment of the Property, except for expenses and lossesresulting from the Trustee's gross negligence or willful misconduct. Promptlyafter the receipt by the Trustee of notice of demand or claim or thecommencement of any action, ...