EXHIBIT 10.11
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
This Investment Management Trust Agreement is made as of ___________, 2006
by and between Navitas International Corporation, a Delaware corporation (the
"Company"), and Continental Stock Transfer & Trust Company (the "Trustee").
WHEREAS, the Company's Registration Statement on Form S-1, File No.
333-130697, as amended (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"); and
WHEREAS, FTN Midwest Securities Corp. is acting as the representative (the
"Representative") of the underwriters in the IPO; and
WHEREAS, as described in the Registration Statement, and in accordance with
the Company's Amended and Restated Certificate of Incorporation and the
Underwriting Agreement, dated ____ __, 2006 between the Company and the
Representative, $114,000,000 of the net proceeds of the IPO ($131,460,000 if the
underwriters' over-allotment option is exercised in full) including a portion of
the deferred underwriting discounts and commissions in the amount of $4,800,000
(or $5,520,000 if the over-allotment option is exercised in full) (the
"Contingent Discount", which the Representative, on behalf of the underwriters,
has agreed to deposit into the Trust Account (as defined below), will be
delivered to the Trustee to be deposited and held in a trust account for the
benefit of the Company, the Representative and the public holders (the "Public
Stockholders") of the Company's common stock, par value $.0001 per share (the
"Common Stock"), issued in the IPO as hereinafter provided and in the event the
Units are registered in Colorado, pursuant to Section 11-51-302(6) of the
Colorado Revised Statute. The amount to be delivered to the Trustee will be
referred to herein as the "Property." The Public Stockholders, the
Representative and the Company will be referred to together as the
"Beneficiaries"; 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;
NOW, THEREFORE, in consideration of the mutual agreements herein contained,
the parties hereto agree as follows:
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, including the terms of Section 11-51-302(6) of the
Colorado Revised Statutes, in a segregated trust account ("Trust Account")
established by the Trustee at a branch of JPMorgan Chase Bank, N.A., selected by
the Company and utilizing the services of a security broker selected by the
Company;
(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 any "Government Security" or in money market
funds selected by the Company meeting the conditions specified in Rule 2a-7
promulgated under the Investment Company Act of 1940, as amended, as determined
by the Company. As used herein, "Government Security" means any Treasury ▇▇▇▇
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 income arising from the
Property, which shall become part of the "Property," as such term is used
herein; and a portion of the income earned on the Property, up to a maximum of
$2,565,000, may be released to the Company periodically to fund its working
capital requirements pursuant to Section 2(b) below;
(e) Notify the Company and the Representative 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 the Representative, 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) 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 Chief Executive Officer, President, Vice
President - Finance or Chairman of the Board, 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;
and
(j) Provide the Representative with a copy of any termination letter,
Officer's Certificate and/or any other correspondence that it receives with
respect to any proposed withdrawal from the Trust Account promptly after it
receives the same.
2. Limited Distributions Of Income From Trust Account.
(a) If there is any income tax obligation relating to the income from the
Property in the Trust Account, then, from time to time, at the written
instruction of the Company accompanied by an Officer's Certificate signed by
either the Chairman of the Board or President and Chief Executive Officer of the
Company certifying as true, accurate and complete a copy of any tax return
required to be filed on behalf of the Trust Account in respect of income earned
on the Property held therein, the Trustee shall disburse to the Company by wire
transfer, out of the Property in the Trust Account, the amount indicated by the
Company as owing to each such taxing authority (and to the extent there is not
sufficient cash in the Trust Account to pay such tax obligation, the Trustee
shall liquidate such assets held in the Trust Account as shall be designated by
the Company in writing); provided, however, that in no event shall the aggregate
amount of all monies disbursed pursuant to this Section 2(a) exceed the income
in respect of which such taxes are due and owing; and in all such cases the
Trustee shall promptly provide the Representative with a copy of the Officer's
Certificate it receives with respect to any proposed withdrawal from the Trust
Account; and
(b) Upon written request from the Company in a form substantially similar to
that attached hereto as Exhibit C, the Trustee shall distribute to the Company a
portion of the income earned on the Trust Account; provided, however, that the
amount distributed by the Trustee to the Company pursuant to
this Section 2(b) may not exceed (x) $1,425,000 in the first twelve months
subsequent to the Effective Date; (y) $1,140,000 in the second twelve months
subsequent to the Effective Date and (z) $2,565,000 in the aggregate; provided,
further, that no amount distributed by the Trustee to the Company pursuant to
this Section 2(b) may exceed the income actually received or paid on the amounts
in the Trust Account (less any taxes due and payable thereon); and
(c) Except as provided in Sections 2(a) and 2(b) above, 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 Chief Executive Officer, President, Vice President-Finance or Chairman
of the Board. The Company shall promptly provide a copy of any such instructions
to the Representative. In addition, except with respect to its duties under
Sections 1(i) and 2 above, 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, with a copy of such confirmation sent to the
Representative;
(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 Section 4(b), 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 Company may participate in such action with its own counsel; and
(c) Pay the Trustee an initial acceptance fee of $1,000, an annual fee of
$3,000 and a transaction processing fee of $250 for each disbursement made
pursuant to Section 2(b). 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 the disbursements made to the Company
pursuant to Section 2(b). The Company shall pay the Trustee the initial
acceptance fee and first year's fee at the consummation of the IPO and
thereafter pay the annual fee on the anniversary of the Effective Date. The
Trustee shall refund to the Company the annual fee (on a pro rata basis) with
respect to any period after the liquidation of the Trust Account. The Company
shall not be responsible for any other fees or charges of the Trustee except as
set forth in this Section 3(c) and as may be provided in Section 3(b) hereof (it
being expressly understood that the Property shall not be used to make any
payments to the Trustee under such Section 3(b) or this Section 3(c)).
4. Limitations of Liability. The Trustee shall have no responsibility or
liability to:
(a) Take any action with respect to the Property, other than as directed in
Sections 1 and 2 hereof and the Trustee shall have no liability to any party
except for liability arising out of its own gross negligence or willful
misconduct;
(b) Institute any proceeding for the collection of any principal and income
arising from, or institute, appear in or defend any proceeding of any kind with
respect to, any of the Property unless and until it shall have received written
instructions from the Company given as provided herein to do so and the Company
shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto;
(c) Change the investment of any Property, other than in compliance with
Section 1(c);
(d) Refund any depreciation in principal of any Property;
(e) Assume that the authority of any person designated by the Company (and
under certain circumstances the Representative) to give instructions hereunder
shall not be continuing unless provided otherwise in such designation, or unless
the Company (and, as applicable, the Representative) shall have delivered a
written revocation of such authority to the Trustee;
(f) The other parties hereto or to anyone else for any action taken or
omitted by it, or any action suffered by it to be taken or omitted, in good
faith and in the exercise of its own best judgment, except for the Trustee's
gross negligence or willful misconduct. The Trustee may rely conclusively and
shall be protected in acting upon any order, judgment, instruction, notice,
demand, certificate, opinion or advice of counsel (including counsel chosen by
the Trustee), statement, instrument, report or other paper or document (not only
as to its due execution and the validity and effectiveness of its provisions,
but also as to the truth and acceptability of any information therein contained)
which is believed by the Trustee, in good faith, to be genuine and to be signed
or presented by the proper person or persons. The Trustee shall not be bound by
any notice or demand, or any waiver, modification, termination or rescission of
this Agreement or any of the terms hereof, unless evidenced by a written
instrument delivered to the Trustee signed by the proper party or parties and,
if the duties or rights of the Trustee are affected, unless it shall give its
prior written consent thereto;
(g) Verify the correctness of the information set forth in the Registration
Statement or to confirm or assure that any acquisition made by the Company or
any other action taken by it is as contemplated by the Registration Statement;
(h) File tax reports, prepare income tax returns or pay any taxes on behalf
of the Trust Account (it being expressly understood that, as set forth in
Section 2(a), if there is any income tax obligation relating to the income on
the Property in the Trust Account, then, at the written instruction of the
Company (accompanied by the certificate required by such Section 2(a)), the
Trustee shall disburse funds by bank wire transfer out of the Property in the
Trust Account to the Company's designated bank account in the amount specified
by the Company as required to pay such taxes); and
(i) Compute, confirm or otherwise verify amounts requested by the Company
pursuant to Sections 2(a) or 2(b) above.
5. Termination. This Agreement shall terminate as follows:
(a) If the Trustee gives written notice to the Company that it desires to
resign under this Agreement, the Company shall use its reasonable efforts to
locate a successor trustee, during which time the Trustee shall continue to act
in accordance with this Agreement. At such time that the Company notifies the
Trustee that a successor trustee has been appointed by the Company and has
agreed to become subject to the terms of this Agreement, the Trustee shall
transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements
relating to the Trust Account, whereupon this Agreement shall terminate;
provided, however, that, in the event that the Company does not locate a
successor trustee within ninety (90) days of receipt of the resignation notice
from the Trustee, the Trustee may, but shall not be obligated to, submit an
application to have the Property deposited with the United States District Court
for the Southern District of New York and upon such deposit, the Trustee shall
be immune from any liability whatsoever that arises due to any actions or
omissions to act by any party after such deposit;
(b) At such time that the Trustee has completed the liquidation of the Trust
Account in accordance with the provisions of Section 1(i) hereof, and
distributed the Property in accordance with the provisions of the Termination
Letter, this Agreement shall terminate except with respect to Section 3(b).
6. Miscellaneous.
(a) The Company and the Trustee each acknowledge that the Trustee will
follow the security procedures set forth below with respect to funds transferred
from the Trust Account. Upon receipt of written instructions, the Trustee will
confirm such instructions with an Authorized Individual at an Authorized
Telephone Number listed on the attached Exhibit D. The Company and the Trustee
will each restrict access to confidential information relating to such security
procedures to authorized persons. Each party must notify the other party
immediately if it has reason to believe unauthorized persons may have obtained
access to such information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee will rely upon account numbers or other
identifying numbers of a beneficiary, beneficiary's bank or intermediary bank,
rather than names. The Trustee shall not be liable for any loss, liability or
expense resulting from any error in an account number or other identifying
number, provided it has accurately transmitted the numbers provided.
(b) This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without giving effect to
conflict of laws. It may be executed in several counterparts, each one of which
may be delivered by facsimile transmission and each of which shall constitute an
original, and together shall constitute but one instrument.
(c) This Agreement contains the entire agreement and understanding of the
parties hereto with respect to the subject matter hereof. The parties hereto may
change, waive, amend or modify any provision contained herein with the written
consent of the Representative and so long as such change, waiver, amendment or
modification is in writing; provided, that any such change, waiver, amendment or
modification that materially adversely affects the interests of the Public
Stockholders. Any other change, waiver, amendment or modification to this
Agreement shall be subject to approval by the Representative and by a majority
of the Public Stockholders in addition to the written consent of the
Representative. As to any claim, cross-claim or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury.
(d) The parties hereto consent to the jurisdiction and venue of any state or
federal court located in the State and County of New York for purposes of
resolving any disputes hereunder. The parties hereto irrevocably submit to such
jurisdiction, which jurisdiction shall be exclusive. The parties hereto hereby
waive any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum.
(e) Any notice, consent or request to be given in connection with any of the
terms or provisions of this Agreement shall be in writing and shall be sent by
express mail or similar private courier service, by certified mail (return
receipt requested), by hand delivery or by facsimile transmission and shall be
deemed given when so delivered personally or sent by facsimile transmission or,
if sent by private national courier service, on the next business day after
delivery to the courier, or if mailed, two business days after the date of the
mailing, as follows:
If to the Trustee, to:
Continental Stock Transfer & Trust Company
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ Di Paolo, CFO
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Company, to:
Navitas International Corporation
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Attn: Servjeet ▇. ▇▇▇▇▇▇, General Counsel
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP
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▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
in either case with a copy to:
FTN Midwest Securities Corp.
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
and
▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP
Two Stamford Plaza
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇-▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
(f) This Agreement may not be assigned by the Trustee without the prior
written consent of the Company and the Representative. This agreement may be
assigned by the Company to a wholly-owned subsidiary of the Company upon written
notice to the Trustee and the Representative.
(g) Each of the Trustee and the Company hereby represents that it has the
full right and power and has been duly authorized to enter into this Agreement
and to perform its respective obligations as contemplated hereunder. The Trustee
hereby waives any and all right, title, interest or claim of any kind ("Claim")
in or to any distribution of the Trust Account, and hereby agrees not to seek
recourse, reimbursement, payment or satisfaction for any Claim against the Trust
Account, for any reason whatsoever.
(h) The Trustee hereby consents to the inclusion of Continental Stock
Transfer & Trust Company in the Registration Statement and other materials
relating to the IPO.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties have duly executed this Investment
Management Trust Agreement as of the date first written above.
CONTINENTAL STOCK TRANSFER & TRUST
COMPANY, as Trustee
By:
--------------------------------------------
Name:
Title:
NAVITAS INTERNATIONAL CORPORATION
By:--------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Chief Executive Officer
EXHIBIT A
[LETTERHEAD OF COMPANY]
[INSERT DATE]
Continental Stock Transfer & Trust Company
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▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ Di Paolo, CFO
Re: Trust Account No. [___________]
Termination Letter
Gentlemen:
Pursuant to Section 1(i) of the Investment Management Trust Agreement
between Navitas International Corporation, a Delaware corporation (the
"Company"), and Continental Stock Transfer & Trust Company (the "Trustee"),
dated as of _____________, 2006 (the "Trust Agreement"; capitalized terms used
without definition herein shall have the meanings given to them in the Trust
Agreement), this is to advise you that the Company has entered into an agreement
("Business Agreement") with __________________ (the "Target Business") to
consummate a business combination with Target Business (a "Business
Combination") on or about [INSERT DATE]. The Company shall notify you at least
48 hours in advance of the actual date of the consummation of the Business
Combination (the "Consummation Date").
We are providing you with an affidavit or certificate of [name of officer],
which verifies the vote of the Company's stockholders in connection with the
Business Combination, including the identities of the Public Stockholders who
exercised their conversion option in connection with the Business Combination
(the "Vote Verification"). In accordance with the terms of the Trust Agreement,
we hereby authorize you to commence liquidation of the Trust Account to the
effect that, on the Consummation Date, all of the funds held in the Trust
Account will be immediately available for transfer to the account or accounts
that the Company shall direct in writing on the Consummation Date.
On the Consummation Date (i) counsel for the Company shall deliver to you
written notification that the Business Combination has been consummated and (ii)
the Company and the Representative shall deliver to you joint written
instructions with respect to the transfer of the funds held in the Trust Account
(the "Joint Instruction Letter") including such instructions as may be necessary
to ensure compliance with Section 11-51-302(6) of the Colorado Revised Statutes.
You are hereby directed and authorized to transfer the funds held in the Trust
Account immediately upon your receipt of the counsel's letter and the Joint
Instruction Letter. In the event that certain deposits held in the Trust Account
may not be liquidated by the Consummation Date without penalty, you will notify
the Company of the same and the Company shall direct you as to whether such
funds should remain in the Trust Account and be distributed after the
Consummation Date to the Company. Upon the distribution of all the funds in the
Trust Account pursuant to the terms hereof, the Trust Agreement shall be
terminated.
In the event that the Business Combination is not consummated on the
Consummation Date described in the notice thereof and we have not notified you
on or before the original Consummation Date of a new Consummation Date, then the
funds held in the Trust Account shall be reinvested as provided in
the Trust Agreement on the business day immediately following the Consummation
Date as set forth in the notice.
Very truly yours, NAVITAS INTERNATIONAL
CORPORATION
By:
-------------------------------------
President and Chief Executive Officer
EXHIBIT B
[LETTERHEAD OF COMPANY]
[INSERT DATE]
Continental Stock Transfer & Trust Company
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▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ Di Paolo, CFO
Re: Trust Account No. [_________] Termination Letter
Gentlemen:
Pursuant to paragraph 1(i) of the Investment Management Trust Agreement
between Navitas International Corporation (the "Company") and Continental Stock
Transfer & Trust Company (the "Trustee"), dated as of _____________, 2006 (the
"Trust Agreement"), this is to advise you that the Company has been dissolved
due to the Company's inability to effect a Business Combination within the time
frame specified in the Company's prospectus relating to its IPO. Attached hereto
is a certified copy of the Certificate of Dissolution as filed with the Delaware
Secretary of State.
In accordance with the terms of the Trust Agreement, we hereby authorize you
to commence liquidation of the Trust Account. In connection with this
liquidation, you are hereby authorized, in your discretion, to establish a
record date for the purposes of determining the Public Stockholders of record
entitled to receive their per share portion of the Trust Account. The record
date shall be within ten (10) days of the date of this letter. You will notify
the Company in writing as to when all of the funds in the Trust Account will be
available for immediate transfer ("Transfer Date") in accordance with the terms
of the Trust Agreement and the Amended and Restated Certificate of Incorporation
of the Company on a pro rata basis to the Public Stockholders of the Company,
provided that you shall retain in the Trust Account an amount equal to estimated
taxes that are or will be due on income of the Trust Account at an assumed rate
of [_ %]. You shall commence distribution of such funds in accordance with the
terms of the Trust Agreement and the Amended and Restated Certificate of
Incorporation of the Company and you shall oversee the distribution of the
funds. Upon the payment of all the funds in the Trust Account, the Trust
Agreement shall be deemed terminated.
Very truly yours, NAVITAS INTERNATIONAL
CORPORATION
By: _____________________________________
President and Chief Executive Officer
EXHIBIT C
[LETTERHEAD OF COMPANY]
[INSERT DATE]
Continental Stock Transfer & Trust Company
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇, CFO
Re: Trust Account No. [ ] -- Distribution of Income on Property
Gentlemen:
Pursuant to Section 2(b) of the Investment Management Trust Agreement between
Navitas International Corporation, a Delaware corporation ("Company"), and
Continental Stock Transfer & Trust Company ("Trustee"), dated as of ________,
2006 (the "Trust Agreement"), we are requesting for our working capital purposes
that you deliver to us $______________ representing a portion of the income
earned on the Property and not exceeding the maximum amount set forth in Section
2(b) of the Trust Agreement. In accordance with the terms of the Trust
Agreement, you are hereby directed and authorized to transfer said amount, less
the transaction processing fee due to the Trustee for making such disbursement
under Section 3(c) of the Trust Agreement, immediately upon your receipt of this
letter to the Company's operating account at:
Bank: [_______________]
ABA #: [_______________]
Account Name: .
Account Number: [_______________]
Reference: Distribution of Income Earned on Trust Property
Very truly yours, NAVITAS INTERNATIONAL
CORPORATION
By: _____________________________________
President and Chief Executive Officer
EXHIBIT D
AUTHORIZED INDIVIDUAL(S) AND TELEPHONE NUMBERS
AUTHORIZED FOR TELEPHONE CALL BACK
COMPANY: Navitas International Corporation
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▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
TRUSTEE: Continental Stock Transfer & Trust Company
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▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ Di Paolo, CFO
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
