Form of Investment Management Trust Agreement

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (this " Agreement" ) is made as of __________________, 2007 by and between Ideation Acquisition Corp., a Delaware corporation (the " Company" ), and Continental Stock Transfer & Trust Company, a New York corporation (the " Trustee" ). WHEREAS, the Company' s Registration Statement on Form S-1, No. 333-_________ (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" ); WHEREAS, Lazard Capital Markets LLC (the " Representative" ) is acting as the representative of the underwriters in the IPO; WHEREAS, as described in the Company' s Registration Statement, and in accordance with the Company' s Amended and Restated Certificate of Incorporation, the Company shall deliver or cause to be delivered to the Trustee an amount equal to the sum of (i) $75,945,000 of the net proceeds of the IPO, including $2,400,000 in deferred underwriting compensation (or $87,465,000 of the net proceeds, including $2,760,000 in deferred underwriting compensation, if the over-allotment option is exercised in full) and (ii) $2,400,000 million of the proceeds from the Company' s issuance and sale in a private placement of 2,400,000 warrants (as described in the Registration Statement), for a total of $78,345,000 (or $89,865,000 if the underwriters' over-allotment option is exercised in full), 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 $0.0001 per share, issued in the IPO as hereinafter provided (the amount to be delivered to the Trustee is referred to herein as the " Property," the stockholders for whose benefit the Trustee shall hold the Property are referred to herein as the " Public Stockholders," and the Public Stockholders are referred to together with the Company as the " Beneficiaries;" WHEREAS, a portion of the Property equal to $2,400,000 (or $2,760,000 if the underwriters' over-allotment option is exercised in full) is attributable to deferred underwriting commissions which the Representative has 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. 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, in segregated trust accounts (the " Trust Account" ) established by the Trustee at a branch of JPMorgan Chase Bank, N.A. 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 United States " government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the " Investment Company Act" ), having a maturity of 180 days or less, or in money market funds selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act, as determined by the Company; (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 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 relating to income from the Property in the Trust Account or otherwise; (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 in writing to do so; (h) Render to the Company 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 only upon receipt of and only in accordance with the terms of a letter (the " Termination Letter" ), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B , signed on behalf of the Company by its President, Chief Executive Officer, Chairman of the Board, Treasurer, Secretary or other authorized officer and affirmed by counsel for the Company, 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. The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances.2. Limited Distributions of Income from Trust Account . (a) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C , the Trustee shall distribute to the Company the amount requested by the Company to cover any income or other tax obligation owed by the Company; (b) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D , the Trustee shall distribute to the Company the amount requested by the Company to cover expenses related to investigating and selecting a target business and other working capital requirements; provided, however, that the aggregate amount of all such distributions, net of taxes payable, shall not exceed $1,700,000; and

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(c) The limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. Except as provided in Section 2(a) and 2(b), no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof.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 President, Chairman of the Board, Treasurer, Secretary or other authorized officer. In addition, except with respect to its duties under Sections 1(i), 2(a) and 2(b), 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, 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 Section 2 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 accumulated income at the time the disbursements are made to the Company pursuant to Section 2. 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) ...