Investment Management Trust Agreement

INVESTMENT MANAGEMENT TRUST AGREEMENT ------------------------------------- This Agreement is made as of _____________, 2005 by andbetween Jaguar Acquisition Corporation (the "Company") and Continental StockTransfer & Trust Company ("Trustee"). WHEREAS, the Company's registration statement on Form S-1, No.333-_______ ("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, EarlyBirdCapital, Inc. ("EBC") is acting as therepresentative of the underwriters in the IPO; and WHEREAS, as described in the Registration Statement, and inaccordance with the Company's Certificate of Incorporation, $15,300,000 of thegross proceeds of the IPO ($17,595,000 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 will be referred to herein as the "Property"; thestockholders for whose benefit the Trustee shall hold the Property will bereferred to as the "Public Stockholders," and the Public Stockholders and theCompany will be referred to together as the "Beneficiaries"); 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 Lehman Brothers Inc.; (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 United States "government securities"within the meaning of Section 2(a)(16) of the Investment Company Act of 1940having a maturity of 180 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 of all communications received by itwith 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 to do so; (h) Render to the Company and to EBC, and to such other personas the Company may instruct, monthly written statements of the activities of andamounts in the Trust Account reflecting all receipts and disbursements of theTrust Account; and (i) Commence liquidation of the Trust Account only afterreceipt of and only in accordance with the terms of a letter ("TerminationLetter"), in a form substantially similar to that attached hereto as eitherExhibit A or Exhibit B, signed on behalf of the Company by its President orChairman of the Board and Secretary or Assistant Secretary, and complete theliquidation of the Trust Account and distribute the Property in the TrustAccount only as directed in the Termination Letter and the other documentsreferred to therein.2. Agreements and Covenants of the Company. The Company hereby agrees andcovenants to: (a) Give all instructions to the Trustee hereunder in writing,signed by the Company's President or Chairman of the Board. In addition, exceptwith respect to its duties under paragraph 1(i) above, the Trustee shall beentitled to rely on, and shall be protected in relying on, any verbal ortelephonic advice or instruction which it in good faith believes to be given byany one of the persons authorized above to give written instructions, providedthat the Company shall promptly confirm such instructions in writing; (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 of such claim (hereinafter referred to as the "IndemnifiedClaim"). The Trustee shall have the right to conduct and manage the defenseagainst such Indemnified Claim, provided, that the Trustee shall obtain theconsent of the Company with respect to the selection of counsel, which consentshall not be unreasonably withheld. The Trustee may not agree to settle anyIndemnified Claim without the prior written consent of the Company. The Companymay participate in such action with its own counsel; and 2 (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).3. Limitations of Liability. The Trustee shall have no responsibility orliability to: (a) Take any action with respect to the Property, other thanas directed in paragraph 1 hereof and the Trustee shall have no liability to anyparty except for liability arising out of its own gross negligence or willfulmisconduct; (b) Institute any proceeding for the collection of anyprincipal and income arising from, or institute, appear in or defend anyproceeding of any kind with respect to, any of the Property unless and until itshall have received instructions from the Company given as provided herein to doso and the Company shall have advanced or guaranteed to it funds sufficient topay any expenses incident thereto; (c) Change the ...