exv10w3






EXHIBIT 10.3




INVESTMENT MANAGEMENT TRUST AGREEMENT




by and between




Sidhu Special Purpose Capital Corp.




and




Mellon Bank, N.A.




 



Dated as of [       ], 2008

 






 









 





TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I AGREEMENTS AND COVENANTS OF ACCOUNT AGENT
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II LIMITED DISTRIBUTIONS OF INCOME FROM TRUST ACCOUNT
	 	 	3	 
	 
	 	 	 	 
	2.1 Taxes
	 	 	3	 
	2.2 Working Capital
	 	 	3	 
	2.3 Satisfaction of Stockholder Conversion Rights
	 	 	3	 
	2.4 Expenses of Liquidation and Dissolution
	 	 	3	 
	2.5 No Other Distributions
	 	 	4	 
	 
	 	 	 	 
	ARTICLE III AGREEMENTS AND COVENANTS OF THE COMPANY
	 	 	4	 
	 
	 	 	 	 
	3.1 Instructions
	 	 	4	 
	3.2 Indemnity
	 	 	4	 
	3.3 Fees
	 	 	4	 
	3.4 Stockholder Vote
	 	 	5	 
	 
	 	 	 	 
	ARTICLE IV LIMITATIONS OF LIABILITY
	 	 	5	 
	 
	 	 	 	 
	ARTICLE V WAIVER OF CLAIMS AGAINST TRUST ACCOUNT
	 	 	8	 
	 
	 	 	 	 
	ARTICLE VI TERMINATION
	 	 	9	 
	 
	 	 	 	 
	ARTICLE VII MISCELLANEOUS
	 	 	9	 
	 
	 	 	 	 
	7.1 Procedures for Funds Transfer
	 	 	9	 
	7.2 Governing Law
	 	 	9	 
	7.3 Counterparts
	 	 	10	 
	7.4 Complete Agreement; Amendment; Waiver of Trial by Jury
	 	 	10	 
	7.5 Consent to Jurisdiction
	 	 	10	 
	7.6 Notice; Consent; Requests
	 	 	10	 
	7.7 Assignability
	 	 	11	 
	7.8 Authority to Contract
	 	 	12	 
	7.9 Publicity
	 	 	12	 
	 
	 	 	 	 
	Schedule A  Fee Items
	 	 	 	 
	Exhibit A      Termination Letter
	 	 	 	 
	Exhibit B       Termination Letter
	 	 	 	 
	Exhibit C       Authorized Individuals
	 	 	 	 







i











 





INVESTMENT MANAGEMENT TRUST AGREEMENT




     This INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made as of                     ,
2008 by and between Sidhu Special Purpose Capital Corp. (the “Company”) and Mellon Bank,
N.A., as account agent (the “Account Agent”).



     WHEREAS, the Company’s Registration Statement on Form S-1 under the Securities Act of 1933, as
amended, No. 333-149504 (together with any registration statement filed pursuant to Rule 462(b),
the “Registration Statement”), for its initial public offering of securities (the
“IPO”) has been declared effective as of                     , 2008 (the “Effective Date”)
by the Securities and Exchange Commission;



     WHEREAS, Maxim Group LLC is acting as the representative (the “Representative”) of the
underwriters in the IPO (the “Underwriters”);



     WHEREAS, the Company has agreed to issue units immediately prior to the IPO (the “Sponsor
Purchase”);



     WHEREAS, as described in the Registration Statement, and in accordance with the Company’s
Amended and Restated Certificate of Incorporation, an aggregate of $90,000,000 ($102,993,750 if the
Underwriters’ over-allotment option is exercised in full), which is comprised of (i) the net
proceeds of the IPO (except as provided in the Registration Statement); (ii) the $4,252,000
received by the Company in exchange for its units pursuant to the Sponsor Purchase; and (iii) an
additional $2,925,000 (or $3,363,750 if the Underwriters’ over-allotment option is exercised in
full) of the proceeds of the IPO, representing deferred underwriting discounts and commissions (the
“Deferred Discount”), which the Company and the Underwriters have agreed to deposit in the
Trust Account (as defined below), will be delivered to the Account Agent to be deposited and held
in the Trust Account for the benefit of the Company and the holders of the Company’s common stock,
par value $0.0001 per share (the “Common Stock”), included in the units of the Company’s
securities issued in the IPO (the “Units”), and the Underwriters (The amount to be
delivered to the Account Agent will be referred to herein as the “Property,” the
stockholders for whose benefit the Account Agent shall hold the Property will be referred to as the
“Public Stockholders,” and the Public Stockholders, the Underwriters and the Company will
be collectively referred to as the “Beneficiaries”); and



     WHEREAS, the Company and the Account Agent desire to enter into this Agreement to set forth
the terms and conditions pursuant to which the Account Agent shall hold the Property.



     NOW, THEREFORE, for and in consideration of the mutual agreements herein contained, and
intending to be legally bound hereby, the parties hereto agree as follows:



 









 





ARTICLE I

AGREEMENTS AND COVENANTS OF ACCOUNT AGENT




     Subject to the terms and conditions of this Agreement, including Article IV hereof, the
Account Agent hereby agrees and covenants to:



     (a) Hold the Property in trust in accordance with the terms of this Agreement in a segregated
trust account (the “Trust Account”) established by the Account Agent;



     (b) 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, the Account Agent shall
invest and reinvest the Property (i) in United States “government securities” within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “1940 Act”), having
a maturity date of 180 days or less, or (ii) in any money market funds selected by the Company
meeting the conditions of Sections (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the
1940 Act (which may include one or more money market funds for which the Dreyfus Corporation or any
subsidiary or affiliate thereof serves as an investment advisor, administrator, servicing agent,
custodian or subcustodian, subject to customary fees and expenses). The Company acknowledges and
agrees that (i) the Dreyfus Corporation is an affiliate of the Account Agent, (ii) the Account
Agent will be entitled to fees as compensation for its services under this Agreement as provided in
Section 3.3 hereof, and (iii) the Dreyfus Corporation and other affiliates of the Account Agent may
be paid fees by any money market funds in which the Property is invested. Income arising from the
Property shall become part of the Property, as such term is used herein, and is subject to
distribution to the Company as provided in Section 2.2 hereof;



     (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) Promptly notify the Company of all communications received by it with respect to the
Property requiring action by the Company;



     (f) Promptly supply any necessary information or documents in the possession or control of the
Account Agent as may be reasonably requested by the Company in connection with the Company’s
preparation of the tax returns relating to the Property held in the Trust Account or otherwise
relating to the Trust Account;



     (g) Participate, at the Company’s cost and expense, in any plan or proceeding for protecting
or enforcing any right or interest arising from the Property if, as and when reasonably instructed
by the Company to do so;



     (h) Render to the Company, and to the Representatives if the Company shall so 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 promptly after receipt of, and only in
accordance with the terms of, a letter (the “Termination Letter”), substantially in the
form



2









 







attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its
Chairman of the Board, Chief Executive Officer, Chief Financial Officer or other authorized officer
of 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 [                    ], 2010 or, if an extension is approved in accordance with the
terms of the Certificate of Incorporation, the last day of the Extension Period (as defined
therein) (the “Termination Date”), the Trust Account shall be liquidated and distributed in
accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and
the documents referred to therein.



ARTICLE II

LIMITED DISTRIBUTIONS OF INCOME FROM TRUST ACCOUNT




     2.1 Taxes. If there is any income or other federal, state or local tax obligation
relating to the Property in the Trust Account as determined by the Company, then, from time to
time, upon the written request of the Company, the Account Agent shall promptly, to the extent
there is not sufficient cash in the Trust Account to pay such tax obligation, liquidate such assets
from the income 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 income on the Property in the Trust Account,
the amount indicated by the Company as owing in respect of such tax obligation.



     2.2 Working Capital. Upon the written request of the Company, from time to time, the
Account Agent shall distribute to the Company amounts necessary to fund the Company’s working
capital requirements; provided that the Company shall certify to the Account Agent that any
amounts requested do not exceed the aggregate amount of income earned on the Property through the
last day of the month immediately preceding the Company’s request, net of taxes payable in respect
of such income and amounts previously disbursed pursuant to Section 2.1 and this Section 2.2; and
provided further that the Company shall certify to the Account Agent that the total amount of
disbursements made pursuant to this Section 2.2 does not exceed $2,400,000 in the aggregate.



     2.3 Satisfaction of Stockholder Conversion Rights. Upon the written request of the
Company, the Account Agent shall distribute to the Company amounts necessary to satisfy the
exercise of stockholder conversion rights in accordance with Section 6.6 of the Certificate of
Incorporation in connection with the approval of an Extension Period.



     2.4 Expenses of Liquidation and Dissolution. Upon the written request of the Company,
following the receipt by the Account Agent of the Termination Letter in the form attached hereto as
Exhibit B, the Account Agent shall distribute to the Company an amount up to $15,000 to pay the
Company’s expenses of liquidation and dissolution; provided that the Company shall certify
to the Account Agent that such amount does not exceed the aggregate amount of income earned on the
Property through the last day of the month immediately preceding the Company’s request, net of
taxes payable in respect of such income and amounts previously disbursed pursuant to Sections 2.1
and 2.2; and provided further that, at the time of
making such request, the Company shall certify to the Account Agent that it does not otherwise



3









 







have available outside the Trust Account funds necessary to pay the expenses of liquidation and
dissolution.



     2.5 No Other Distributions. Except as provided in Sections 2.1, 2.2, 2.3 and 2.4, no
other distributions from the Trust Account shall be permitted other than pursuant to Article I(i)
above.



ARTICLE III

AGREEMENTS AND COVENANTS OF THE COMPANY




     3.1 Instructions. The Company shall give all instructions to the Account Agent
hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief
Financial Officer or other authorized officer. In addition, except with respect to its duties
under Sections 2.1, 2.2, and 2.3 above, the Account Agent shall be entitled to rely on, and shall
be protected in relying on, any verbal or telephonic advice or instruction that it in good faith
believes to be given by any one of the persons authorized above to give written instructions. The
Company shall promptly confirm any such verbal or telephonic instructions in writing.



     3.2 Indemnity. The Company shall hold the Account Agent harmless and indemnify the
Account Agent from and against, any and all claims, actions, liability, suits, costs or expenses,
including reasonable counsel fees and disbursements, or loss suffered by the Account Agent in
connection with any claim, action, suit or other proceeding brought against the Account Agent
involving any claim or demand that in any way arises out of or relates to this Agreement, the
services of the Account Agent hereunder, or the Property or any income earned on the Property,
except for expenses and losses resulting from the Account Agent’s gross negligence, willful
misconduct or bad faith (each as determined by a final, non-appealable judgment of a court of
competent jurisdiction). Promptly after the receipt by the Account Agent of notice of demand or
claim or the commencement of any action, suit or proceeding, pursuant to which the Account Agent
intends to seek indemnification under this Section 3.2, it shall notify the Company in writing of
such claim (hereinafter referred to as the “Indemnified Claim”). The Account Agent may not
agree to settle any Indemnified Claim without the prior written consent of the Company, which
consent shall not be unreasonably withheld or delayed.



     3.3 Fees. The Company shall pay the Account Agent an initial acceptance fee, an
annual fee and a transaction processing fee for each disbursement made pursuant to Article II as
set forth on Schedule A hereto, which fees shall be subject to modification by mutual agreement of
the parties from time to time. It is expressly understood that said transaction processing fees
shall be deducted by the Account Agent from disbursements made to the Company pursuant to Section
2.2. The Company shall pay the Account Agent the initial acceptance fee and first year’s fee at
the consummation of the Initial Public Offering and thereafter on the anniversary of the Effective
Date. The Account Agent shall be entitled to be reimbursed by the Company for its other reasonable
expenses and charges hereunder, including the fees and expenses of its counsel it may employ in
connection with the exercise, performance and administration of its rights and duties hereunder
(excluding fees and expenses of counsel incurred prior to the date of this Agreement), upon
presentation of appropriate documentation therefor. The Company shall not be responsible for any
other fees or charges of the Account Agent except as set forth in this
Section 3.3 and as may be provided in Section 3.2 hereof (it being expressly understood that
the



4









 







Property shall not be used to make any payments to the Account Agent under such Sections);
provided, that nothing in this Agreement shall be deemed to prohibit payment by the Company of
amounts owed to the Account Agent pursuant to this Agreement from income distributed from the Trust
Account to the Company pursuant to Section 2.2.



     3.4 Stockholder Vote. In connection with any vote of the holders of the Company’s
common stock issued in the Initial Public Offering (such stockholders, the “Public
Stockholders”) regarding a Business Combination or an Extension Period, the Company shall
provide to the Account Agent an affidavit or certificate of a firm regularly engaged in the
business of soliciting proxies and tabulating stockholder votes verifying the vote of the Public
Stockholders regarding such Business Combination or such Extension Period, as the case may be.



     3.5 Notices of IPO and Business Combination. The Company shall provide the Account
Agent with notice of the proposed closing under the IPO and the Business Combination at least two
(2) business days prior to the date of such closing.



     3.6 Delivery of Funds. The Company shall cause the Property to be delivered to the
Account Agent prior to 5:00 p.m. Eastern Time on the closing date for the IPO; provided, however,
that any Property received after noon Eastern Time shall not be invested until the next business
day.



     3.7 Notices to Representatives. The Company will:



     (a) Within five (5) business days after the Underwriters’ over-allotment option (or any
unexercised portion thereof) expires or is exercised, provide the Account Agent with a notice in
writing (with a copy to the Representatives) of the total amount of the Deferred Discount, which
shall in no event be less than $2,925,000;



     (b) In all cases, provide the Representatives with a copy of any Termination Letters and/or
any other correspondence that it sends to the Account Agent with respect to any proposed
distribution from the Trust Account promptly after it issues the same; and



     (c) Within five (5) business days after the vote of the Company’s stockholders regarding the
Extension Period, provide the Account Agent (with a copy to the Representatives) with (i) notice of
the Company’s stockholder approval of the Extension Period and (ii) instructions for the
distributions of funds to the Company’s stockholders who exercised their redemption rights in
connection with the Extension Period.



ARTICLE IV

LIMITATIONS OF LIABILITY




     4.1 Account Agent. The Account Agent shall have no responsibility or liability for:



     (a) Taking any action with respect to the Property, other than as directed in Articles I and
II hereof and the Account Agent shall have no liability to any party except for liability
arising out of its own gross negligence, willful misconduct or bad faith (each as determined
by a final, non-appealable judgment of a court of competent jurisdiction);



5









 





     (b) Instituting 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 to it funds sufficient to pay any expenses
incident thereto;



     (c) Verifying that any of the investments selected by the Company pursuant to Article I(c)
hereof constitute United States “government securities” within the meaning of Section 2(a)(16) of
the 1940 Act or have maturity dates of 180 days or less or that any money market funds selected by
the Company meet the conditions of Sections (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated
under the 1940 Act;



     (d) Changing the investment of any Property, other than in accordance with written
instructions of the Company;



     (e) Refunding or reimbursing any depreciation or decline in principal of any Property;



     (f) Assuming that the authority of any person designated by the Company to give instructions
hereunder shall not be continuing unless provided otherwise in such designation or unless the
Company shall have delivered a written revocation of such authority to the Account Agent prior to
the Account Agent’s reliance on such revoked authority;



     (g) Any action taken or omitted by it, or any action suffered by it to be taken or omitted,
except for its gross negligence, willful misconduct or bad faith (each as determined by a final,
non-appealable judgment of a court of competent jurisdiction), whether to the other parties hereto
or anyone else. The Account Agent may rely conclusively and shall be protected in acting upon any
order, instruction, notice, demand, certificate, opinion or advice of counsel (including counsel
chosen by the Account Agent), 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) that is believed by the Account Agent, in
good faith, to be genuine and to be signed or presented by the proper person or persons. The
Account Agent 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 Account Agent signed by the proper party or parties and, if the duties
or rights of the Account Agent are affected, unless it shall give its prior written consent
thereto;



     (h) Verifying the correctness of the information set forth in the Registration Statement or
confirming that any Business Combination made by the Company or any other action taken by it is as
contemplated by the Registration Statement;



     (i) Preparing, executing and filing tax reports, income or other tax returns and paying any
taxes with respect to income and activities relating to the Trust Account, regardless of
whether such tax is payable by the Trust Account or the Company, including, but not limited
to, income tax obligations, it being expressly understood that, as set forth in Section 2.1 hereof,
if there is any income tax obligation relating to income on the Property in the Trust Account, as



6









 







determined from time to time by the Company and regardless of whether such tax is payable by the
Company or the Trust Account, at the written instruction of the Company, the Account Agent shall
make funds available in cash from the Property in the Trust Account in an amount specified by the
Company as owing to the applicable tax authority, which amount shall be paid directly to the
Company by electronic funds transfer, account debit or other method of payment, and the Company
shall forward such payment to the taxing authority;



     (j) Verifying calculations, qualifying or otherwise approving Company requests for
distributions pursuant to Article I(i) and Sections 2.1, 2.2, and 2.3 hereof;



     (k) Refraining, in the event the Account Agent believes any ambiguity or uncertainty exists in
the provisions governing the Property or as how to proceed, such that the Account Agent, in the
sole and absolute discretion, deems it necessary for its protection to do so, from taking any
action other than (i) to retain the custody of the Property deposited hereunder until it shall have
received written instructions, which in the judgment of the Account Agent clarify the ambiguity, or
(ii) to deposit the Property with a court of competent jurisdiction and thereupon to have no
further duties or responsibilities in connection thereof; and



     (l) (i) Special, incidental, indirect, consequential or punitive damages of any kind
whatsoever (including, but not limited to, lost profits, assuming such damages were not the result
of a breach of this Agreement by the Account Agent) even if the Account Agent has been advised of
the likelihood of such loss or damage and regardless of the form of action, (ii) acts or omissions
of securities depositories, brokers or dealers; or (iii) any losses due to forces beyond the
reasonable control of the Account Agent, including without limitation, strikes, work stoppages,
acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God
and interruptions, loss or malfunctions of utilities, communications or computer (software and
hardware) services.



     4.2 Responsibilities of The Account Agent. The Account Agent




     (aa) shall not (by virtue of this Agreement or the performance of its duties hereunder)
be held to any obligations, duties (including fiduciary duties) or relationship of agency or
trust for or with the Public Stockholders or the Representative;




     (bb) shall have no duties or obligations other than those specifically set forth in
this Agreement and no duties or obligations shall be implied. Without limiting the
foregoing, the Account Agent shall not be subject to, nor be required to comply with or
determine if any person or entity has complied with, the Registration Statement or the
provisions of any agreement between or among the Company, the Public Stockholders or any
other person or entity beyond the specific terms hereof, or to comply with any notice,
instruction, direction, request or other communication, paper or document other than as
expressly set forth in this Agreement;




     (cc) shall be able to consult with counsel satisfactory to it (including counsel for
the other parties hereto) and the advice or opinion of such counsel shall be full and
complete authorization and protection in respect of any action taken, suffered or omitted



7









 







by
it hereunder in good faith and in accordance with the advice or opinion of such counsel;




     (dd) shall not, notwithstanding any provision of this Agreement to the contrary, be
required to make any payment hereunder until sufficient funds are actually received by the
Account Agent;




     (ee) shall not be required to take any action hereunder if the Account Agent shall have
reasonably determined, or shall have been advised by counsel, that such action is likely to
result in liability on the part of the Account Agent or is contrary to the terms hereof or
is otherwise contrary to law;




     (ff) is hereby authorized and directed to accept instructions with respect to the
performance of its duties hereunder from any one of the President or Chief Financial Officer
of the Company, and to apply to such officers for advice or instructions in connection with
its duties, and such instructions shall be full authorization and protection to the Account
Agent and the Account Agent shall not be liable or responsible for or in respect of any
action taken, suffered or omitted to be taken by it in accordance with instructions of any
such officer or for any delay in acting while waiting for those instructions. The Account
Agent shall be fully authorized and protected in relying upon the most recent instructions
received from any such officer; and




     (gg) shall assume no liability or responsibility for the correctness of recitals
contained herein, which shall be deemed to be statements of the Company, or liability or
responsibility to verify the same.



     In carrying out its duties and obligations hereunder, the Account Agent may do so by or
through agents or affiliates disclosed or referenced in any account agreement signed by the Company
or otherwise reasonably acceptable to the Company. The rights, privileges, protections, immunities
and benefits provided to the Account Agent hereunder (including its right to be indemnified) are
extended to, and shall be enforceable by, any such agents or affiliates.



ARTICLE V

WAIVER OF CLAIMS AGAINST TRUST ACCOUNT




     The Account Agent hereby waives any and all right, title, interest or claim of any kind
(“Claim”) that the Account Agent may have against the Property held in the Trust Account,
and hereby agrees not to seek recourse, reimbursement, set-off, payment or satisfaction for any
Claim against the Trust Account for any reason whatsoever. In the event that the Account Agent has
a claim against the Company under this Agreement, including, without limitation, Section 3.2, the
Account Agent will pursue such claim solely against the Company and not against the Property held
in the Trust Account; provided that nothing in this Article V shall be deemed to prohibit payment
by the Company of amounts owed to the Account Agent pursuant to the terms of this
Agreement from income of the Trust Account distributed to the Company pursuant to Section 2.2
of this Agreement.



8









 





ARTICLE VI

TERMINATION




     This Agreement shall terminate as follows:



     (a) If the Account Agent gives written notice to the Company that it desires to resign under
this Agreement, the Company shall use its reasonable efforts to identify a successor Account Agent,
during which time the Account Agent shall continue to act in accordance with the terms of this
Agreement. At such time that the Company notifies the Account Agent that a successor account agent
has been appointed by the Company and has agreed to become such subject to the terms of this
Agreement, the Account Agent shall transfer the management of the Trust Account to the successor
account agent, 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 identify a successor account agent
within 60 days of receipt of the resignation notice from the Account Agent, the Account Agent may
apply to a court of competent jurisdiction in the state or federal courts of Delaware for the
appointment of a successor account agent; or



     (b) At such time that the Account Agent has completed the liquidation of the Trust Account in
accordance with the provisions of Article I(i) hereof, and distributed the Property in accordance
with the provisions of the applicable Termination Letter, this Agreement shall terminate except
with respect to Section 3.2 hereof. Sections 3.2, 3.3, and 3.5 and Section 4.1(b) and (l) of this
Agreement shall survive the termination of this Agreement or any resignation, removal, or
replacement of the Account Agent.



ARTICLE VII

MISCELLANEOUS




     7.1 Procedures for Funds Transfer. The Company and the Account Agent each acknowledge
that the Account Agent will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. Upon receipt of written instructions, the Account Agent will
confirm such instructions with an Authorized Individual for the Company at an Authorized Telephone
Number listed on Exhibit C attached hereto. The Company and the Account Agent 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 Account Agent will rely upon account numbers or other identifying
numbers of a beneficiary, beneficiary’s bank or intermediary bank, rather than names. The Account
Agent 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.



     7.2 Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware, without giving effect to conflicts
of law principles that would result in the application of the substantive laws of another
jurisdiction.



9









 





     7.3 Counterparts. This Agreement may be executed in several original or facsimile
counterparts, each one of which shall constitute an original, and together shall constitute but one
instrument.



     7.4 Complete Agreement; Amendment; Waiver of Trial by Jury. This Agreement contains
the entire agreement and understanding of the parties hereto with respect to the subject matter
hereof. This Agreement or any provision hereof may only be changed, amended, waived or modified by
a writing signed by each of the parties hereto; provided, however, that no such
change, amendment, waiver or modification may be made without the prior 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.



     7.5 Consent to Jurisdiction. The parties hereto consent to the exclusive jurisdiction
and venue of any state or federal court located in the State of Delaware, for purposes of resolving
any disputes hereunder, and hereby waive any objection to such jurisdiction and that such courts
represent and inconvenient forum. For purposes of this Agreement, the Account Agent may rely on a
list of Public Stockholders provided to it by the Company from time to time as to the identities of
the Public Stockholders.



     7.6 Notice; Consent; Requests. 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
deemed received (a) on the third business day after deposited in the United States mail if sent by
certified or registered mail, return receipt requested, (b) on the next business day after
delivered to a nationally recognized commercial courier service promising next business day
delivery and requiring receipt for delivery (such as Federal Express), or (c) on the day delivered
by hand delivery, if addressed or delivered to the following address:


if to the Account Agent, to:



Mellon Bank, N.A.

Newport Officer Center VII

480 Washington Blvd.

Jersey City, NJ 07310

Attn: Relationship Manager



with a copy to:



Mellon Bank, N.A.

Newport Officer Center VII

480 Washington Blvd.

Jersey City, NJ 07310

Attn: Legal Department




10









 







if to the Company, to:



Sidhu Special Purpose Capital Corp.

485 Madison Avenue, 20th Floor

New York, New York 10022



Attention: Jay S. Sidhu



in either case with a copy to:



WNH Holdings, LLC

Center City Executive Centre

607 Washington Street

Reading, PA 19601



Attention: Joseph M. Harenza



and



Maxim Group LLC

405 Lexington Avenue

New York, New York 10174



Attention: Paul La Rosa, Managing Director



and



Stevens & Lee

485 Madison Avenue

20th Floor

New York, New York 10022



Attention: Jeffrey P. Waldron, Esquire



and



Ellenoff Grossman & Schole L.L.P.

150 East 42nd Street

11th Floor

New York, New York 10017



Attention: Douglas S. Ellenoff, Esquire




     7.7 Assignability. This Agreement may not be assigned by the Account Agent without
the prior written consent of the Company and the Representatives; provided that consent is not
required for an assignment to an affiliate of the Account Agent, notice of which shall be given to
the Company.



11









 





     7.8 Authority to Contract. Each of the Account Agent 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.



     7.9 Publicity. The Account Agent hereby consents to the inclusion of Mellon Bank,
N.A. in the Registration Statement and other materials relating to the Initial Public Offering.



[Remainder of this page left intentionally blank]




12









 








     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	Sidhu Special Purpose Capital Corp.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Mellon Bank, N.A., as Account Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




13









 








SCHEDULE A




	 	 	 	 	 
	Fee Item	 	Time and Method of Payment	 	Amount
	Initial acceptance fee

	 	Initial closing of the Initial
Public Offering by wire transfer
	 	[•]
	 
	 	 	 	 
	Annual fee

	 	First year, initial closing of
the Initial Public Offering by
wire transfer; thereafter on the
anniversary of the Effective
Date by wire transfer or check
	 	[•]
	 
	 	 	 	 
	Transaction processing fee
for disbursements to Company
under Article I(i) and
Sections 2.1, 2.2 and 2.3

	 	Deduction by Account Agent from
accumulated income following
disbursement made to Company
under Section 2
	 	[•]







 









 








EXHIBIT A




[Letterhead of Company]




                                        

                                                            

                                                            




          
Re: Trust Account No.                      Termination Letter 



Ladies and Gentlemen:




     Pursuant to Article I(i) of the Investment Management Trust Agreement between Sidhu Special
Purpose Capital Corp. (“Company”) and Mellon Bank, N.A. (“Account Agent”), dated as
of [                    ], 2008 (“Trust Agreement”), this is to advise you that the Company
has entered into an agreement (“Business Agreement”) with [          ] “Target
Business”) to consummate a business combination with Target Business (the “Business
Combination”) on or about [insert date]. The Company shall notify you at least two (2)
Business Days in advance of the actual date of the consummation of the Business Combination
(“Consummation Date”). Capitalized terms used and not defined herein shall have their
respective meanings set forth in the Trust Agreement.



     In accordance with the terms of the Trust Agreement, we hereby authorize you to commence
liquidation of Trust Account No.                      (the “Trust Account”) to the effect that,
on the Consummation Date, all of funds held in the Trust Account will be immediately available for
transfer to the account or accounts that the Company and the Representative shall direct in
writing.



     At least 2 business days prior to the Consummation Date, the Company shall deliver to you
written instructions (either by fax or e-mail, and if by fax, with a phone call to confirm receipt)
with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”);
and on the Consummation Date, counsel for the Company shall deliver to you written notification
(either by fax or e-mail) that the Business Combination has been consummated (“Counsel’s
Letter”), provided that the Company has identified such counsel in writing prior to such event.
The Representative shall deliver to you written instructions for delivery of the Deferred
Discount. You are hereby directed and authorized to transfer the funds held in the Trust Account
on the Consummation Date, in accordance with the terms of the Instruction Letter. In the event
that certain deposits or investments 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 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 and the Trust Account closed.



 









 





     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, upon written
instruction from the Company, be redeposited as provided in the Trust Agreement on the business day
immediately following the Consummation Date as set forth in the notice.



	 	 	 	 	 
	 	Very truly yours,



SIDHU SPECIAL PURPOSE CAPITAL CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



cc: Maxim Group LLC




 









 








EXHIBIT B




[Letterhead of Company]




                                        

                                                            

                                                            




          
Re: Trust Account No.                      Termination Letter 



Ladies and Gentlemen:





     Pursuant to Article I(i) of the Investment Management Trust Agreement between Sidhu Special
Purpose Capital Corp. (“Company”) and Mellon Bank, N.A., as account agent (“Account
Agent”), dated as of [                    ], 2008 (“Trust Agreement”), this is to
advise you that the Company has been dissolved due to its inability to effect a Business
Combination within the time frame specified in the Company’s prospectus relating to its Initial
Public Offering. Capitalized terms used but not defined herein shall have the meanings set forth
in the Trust Agreement.



     Attached hereto is a certified copy of the Certificate of Dissolution as filed with the
Secretary of State of Delaware. In accordance with the terms of the Trust Agreement, we hereby
authorize you to commence, as promptly as practicable, liquidation of the Trust Account and
distribution of the funds in the Trust Account to [                    ] (the “Designated Paying Agent”) on
behalf of the Company. You will notify the Company and the Designated Paying Agent in writing at
[insert address] as to when all such funds in the Trust Account will be available for immediate
transfer (the “Transfer Date”). The Designated Paying Agent shall thereafter notify you as
to the account or accounts of the Designated Paying Agent that the funds in the Trust Account
should be transferred to on the Transfer Date so that the Designated Paying Agent may commence
distribution of such funds in accordance with the Company’s instructions. You shall have no
obligation to oversee the Designated Paying Agent’s distribution of the funds. Upon the payment to
the Designated Paying Agent of all the funds in the Trust Account, the Trust Agreement shall
terminate in accordance with the terms thereof and the account shall close.



	 	 	 	 	 
	 	Very truly yours,



SIDHU SPECIAL PURPOSE CAPITAL CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



cc: Maxim Group LLC




 









 








EXHIBIT C




	 	 	 
	AUTHORIZED INDIVIDUAL(S) FOR	 	 
	TELEPHONE CALL BACK	 	AUTHORIZED TELEPHONE NUMBER(S)
	Company:
	 	 
	 
	 	 
	[•]

	 	[•]
	Account Agent:
	 	 
	 
	 	 
	[•]

	 	[•]