Form of Investment Management Trust Agreement

EX 10.11 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (this " Agreement" ) is made as of the [ ] day of [ ], 2008, by and between JWL Partners Acquisition Corp., a Delaware corporation (the " Company" ), with its principal offices located at 9 West 57 th Street, 26 th floor, New York, NY 10019, and Continental Stock Transfer & Trust Company (the " Trustee" ), located at 17 Battery Place, New York, NY 10004. WHEREAS, the Company' s Registration Statement on Form S-1, as amended (File No. 333-149120 (the " Registration Statement" )), for its initial public offering of securities (the " IPO" ) has been declared effective as of the date hereof (the " Effective Date" ) by the Securities and Exchange Commission; WHEREAS, Credit Suisse Securities (USA) LLC is acting as the representative (the " Representative" ) of the several underwriters in the IPO (collectively, the " Underwriters" ); WHEREAS, as described in the Registration Statement, and in accordance with the Company' s Amended and Restated Certificate of Incorporation, (i) approximately $[198,007,461] (approximately $[226,957,461] if the Underwriters' over-allotment option is exercised in full) to be received by the Company in connection with the IPO, plus (ii) $6,000,000 to be received by the Company in connection with the sale by the Company of warrants (each warrant representing the right to purchase one share of the Company' s common stock) to the Company' s sponsors and their affiliates, will be delivered to the Trustee to be deposited and held in the Trust Account (as defined below) for the benefit of (A) prior to the consummation of a Business Combination (as defined in the Registration Statement), (x) the holders of the Company' s common stock issued in the IPO and (y) to the extent (and only to the extent) that the amount held in such Trust Account is distributable to the Company pursuant to Section 2 below, the Company, and (B) after the consummation of a Business Combination, the Company, in each case as hereinafter provided. 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 and the Company will be referred to together as the " Beneficiaries" ; WHEREAS, the Property is being held by the Trustee for the benefit of the Public Stockholders in the event that the Company fails to consummate a Business Combination; WHEREAS, pursuant to the Underwriting Agreement, dated as of the date hereof, by and between the Company and the Underwriters, a portion of the Property equal to $7,000,000 (or $8,050,000 if the Underwriters' over-allotment option is exercised in full) is attributable to the Underwriters' fees, which amounts the Underwriters have agreed to deposit in the Trust Account and which will be paid from the Trust Account to the Underwriters upon the consummation of a Business Combination; 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:

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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 a segregated trust account (the " Trust Account" ) established by the Trustee at a branch of J.P. Morgan Chase N.A. and at a brokerage institution satisfactory to the Company and to 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, invest and reinvest the Property in any United States " government security" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (the " 1940 Act" ), having a maturity of one hundred eighty (180) days or less, or in money market funds selected by the Company meeting the conditions of Rule 2a-7 promulgated under the 1940 Act; provided , that any money market funds in which the Property is invested will not invest in collateralized debt obligations, as determined by the Company; (d) Collect and receive, when due, all principal and income arising from the Property, which income, net of taxes and subject to Section 1(i), shall become part of the " Property," as such term is used herein; (e) Promptly notify the Company of all communications received by it with respect to the Property; (f) Promptly supply any information or documents as may be requested by the Company in connection with the Company' s preparation of tax returns for 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 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; (i) If there is any income or other tax obligation relating to the income from the Property in the Trust Account as determined by the Company, then, from time to time, at the written instruction of the Company, the Trustee shall promptly, to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets held in the Trust Account as shall be designated by the Company in writing, and disburse to the Company by wire transfer, out of the Property in the Trust Account, the amount indicated by the Company as owing in respect of such income tax obligation; (j) Commence liquidation of the Trust Account promptly after receipt of and only in accordance with the terms of a letter (the " Termination Letter" ), in a form substantially similar to either that attached hereto as Exhibit A or that attached hereto as Exhibit B , signed on

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behalf of the Company by its Chief Executive Officer, 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 , 2010, the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B to the stockholders of record on the record date, which record date shall be fixed by the Board of Directors of the Company; provided , further , that the record date shall be within ten (10) days of [ ], 2010 [24 months following the effective date of the Registration Statement] , or as soon thereafter as is practicable. In all cases, the Trustee shall provide the Representative with a copy of any Termination Letter and/or any other correspondence that it receives with respect to any proposed withdrawal from the Trust Account promptly after it receives the same; and (k) No distributions from the Trust Account shall be permitted except in accordance with Sections 1(i), 2(a), or 2(b) hereof. 2. Permitted Distributions to the Company. (a) The Trustee shall release to the Company each month by wire transfer an amount equal to the interest earned on the Property in the Trust Account, unless the Trustee has received notice from the Company that any interest income should be set aside to pay taxes in accordance with Section 1(i), until a maximum of $3,000,000 of such interest has been released to the Company from t ...