Investment Trust Agreement

Exhibit 10.7 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _____________, 2005 by andbetween InterAmerican Acquisition Group Inc. (the "Company") and ContinentalStock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's registration statement on Form S-1, No.333-12558 ("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"); and WHEREAS, Granite Financial Group Inc. ("Granite") is acting asthe representative of the underwriters in the IPO; and WHEREAS, as described in the Registration Statement, and inaccordance with the Company's Certificate of Incorporation, $85,500,000 of thegross proceeds of the IPO ($98,545,000 if the underwriters over-allotment optionis exercised in full) will be delivered to the Trustee to be deposited and heldin a trust account for the benefit of the Company and the holders of theCompany's common stock, par value $.0001 per share, issued in the IPO ashereinafter provided 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 theColorado Statute is attached hereto and made a part hereof (the amount to bedelivered to the Trustee, together with accrued interest will be referred toherein as the "Property"; the stockholders for whose benefit the Trustee shallhold the Property will be referred to as the "Public Stockholders," and thePublic Stockholders, the Company and Granite will be referred to together as the"Beneficiaries"); and WHEREAS, a portion of the Property consists of $2,700,000 (or$3,105,000 if the underwriters' over-allotment option is exercised in full)attributable to the underwriters' discount which Granite, on behalf of theunderwriters, has agreed to deposit in the Trust Account (defined below); 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; IT IS AGREED:1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenantsto: (a) Hold the Property in trust for the Beneficiaries inaccordance with the terms of this Agreement, including the terms of Section11-51-302(6) of the Colorado Statute, in a segregated trust account ("TrustAccount") established by the Trustee at a branch of JPMorgan Chase NY Bankselected by the Trustee; (b) Manage, supervise and administer the Trust Account subjectto 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 usedherein, Government Security means any Treasury Bill issued by the United States,having a maturity of one hundred and eighty days or less; (d) Collect and receive, when due, all principal and incomearising from the Property, which shall become part of the "Property," as suchterm is used herein; (e) Notify the Company and Granite of all communicationsreceived by it with respect to any Property requiring action by the Company; (f) Supply any necessary information or documents as may berequested by the Company in connection with the Company's preparation of the taxreturns for the Trust Account; (g) Participate in any plan or proceeding for protecting orenforcing any right or interest arising from the Property if, as and wheninstructed by the Company and/or Granite to do so; (h) Render to the Company and to Granite, and to such otherperson as the Company may instruct, monthly written statements of the activitiesof and amounts in the Trust Account reflecting all receipts and disbursements ofthe Trust Account; and (i) Commence liquidation of the Trust Account upon receipt ofthe Officers' Certificate signed by the Chief Executive Officer and its ChiefOperating Officer or Chief Financial Official in accordance with the terms of aletter ("Termination Letter"), in a form substantially similar to that attachedhereto as Exhibit A, signed on behalf of the Company by its Chief ExecutiveOfficer and its Chief Operating Officer or Chief Financial Official, andcomplete the liquidation of the Trust Account and distribute the Property in theTrust Account only as directed in the Termination Letter and the other documentsreferred to therein. The Trustee understands and agrees that disbursements fromthe Trust Account shall be made only pursuant to a duly executed TerminationLetter, together with the other documents referenced herein, including, withoutlimitation, an independently certified oath and report of inspector of electionin respect of the stockholder vote in favor of the business combination("Business Combination"). In all cases, the Trustee shall provide Granite with acopy of any Termination Letter, Officers' Certificate 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 "LOI Termination Date") (or 24 months from the date hereof in the event theCompany has executed the Letter of Intent (defined below) prior to the LOITermination Date but failed to consummate a Business Combination ("SecondTermination Date")), commence liquidation of the Trust Account. The Trustee,upon consultation with the Company and Granite, 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.Notwithstanding the foregoing, if the Trustee receives a bona fide, executedletter of intent or engagement letter (the "Letter of Intent") for a BusinessCombination prior to the LOI Termination Date accompanied by an Officers'Certificate as described in paragraph 2(e) hereof, then the Trustee shall foregoor suspend any liquidation of the Trust Account until the earlier ofconsummation of a Business Combination or the Second Termination Date.2. Agreements and Covenants of the Company. The Company hereby agrees andcovenants to: (a) Provide all instructions to the Trustee hereunder inwriting, signed by the Company's President or Chairman of the Board. Inaddition, except with respect to its duties under paragraphs 1(i) and 1(j)above, the Trustee shall be entitled to rely on, and shall be protected inrelying on, any verbal or telephonic advice or instruction which it in goodfaith believes to be given by any one of the persons authorized above to givewritten instructions, provided that the Company and/or Granite shall promptlyconfirm such instructions in writing; and (b) Hold the Trustee harmless and indemnify the Trustee fromand against, 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, suit or proceeding, pursuant to which the Trusteeintends to seek indemnification under this paragraph, it shall notify theCompany in writing 2 of such claim (hereinafter referred to as the "Indemnified Claim"). The Trusteeshall have the right to conduct and manage the defense against such IndemnifiedClaim, provided, that the Trustee shall obtain the consent of the Company withrespect to the selection of counsel, which consent shall not be unreasonablywithheld. The Trustee may not agree to settle any Indemnified Claim without theprior written consent of the Company. The Company may participate in such actionwith its own counsel; and (c) Pay the Trustee an initial acceptance fee of $1,000 and anannual fee of $3,000 (it being expressly understood that the Property shall notbe used to pay such fee). The Company shall pay the Trustee the initialacceptance fee and first year's fee at the consummation of the IPO andthereafter on the anniversary of the Effective Date. The Trustee shall refund tothe Company the fee (on a pro rata basis) with respect to any period after theliquidation of the Trust Fund. The Company shall not be responsible for anyother fees or charges of the Trustee except as may be provided in paragraph 2(b)hereof (it being expressly understood that the Property shall not be used tomake any payments to the Trustee under such paragraph); and (d) In the event that the Company consummates a BusinessCombination and the Trust Account is liquidated in accordance with paragraph1(i) hereof, the Trustee or another independent party designated by Graniteshall act as the inspector of election to certify the results of the stockholdervote; and (e) The Officers' Certificate referenced in paragraphs 1(i)and 1(j) hereof shall require the Company's Chief Executive Officer and itsChief Operating Officer or Chief Financial Official to each certify thefollowing (wherever applicable): (1) prior to the LOI Termination Date, theCompany has entered into a bona fide Letter of Intent with a target business;and/or (2) prior to ...