INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This investment management trust agreement (“Agreement”)
is made as of __________ __, 2012 by and between Pacific Monument Acquisition Corporation (the “Company”), a Delaware
corporation located at 800 Third Avenue, New York, New York 10022, and Continental Stock Transfer & Trust Company (“Trustee”), a New York located at 17
Battery Park, New York, New York 10004.


 


WHEREAS, the Company’s registration statement
on Form S-1, No. 333-178749 (“Registration Statement”) for its initial public offering of securities (“IPO”)
has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange Commission (the
“Commission”) (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration
Statement); and


 


WHEREAS, Morgan Joseph TriArtisan LLC (“MJTA”)
is acting as the representative of the several underwriters in the IPO pursuant to an underwriting agreement (the “Underwriting
Agreement”); and


 


WHEREAS, simultaneously with the IPO, the Company’s
initial stockholders will be purchasing an aggregate of 2,666,667 warrants (“Insider Warrants”) from the Company for
an aggregate purchase price of $2,000,000 and MJTA will be purchasing an aggregate of 266,667 warrants (“MJTA Warrants”
and together with the Insider Warrants, the “Private Placement Warrants”) from the Company for an aggregate purchase
price of $200,000; and


 


WHEREAS, as described in the Registration Statement,
and in accordance with the Company’s Amended and Restated Certificate of Incorporation, $40,400,000 of the net proceeds
of the IPO and sale of the Private Placement Warrants ($46,250,000 if the underwriters over-allotment option is exercised in full)
will be delivered to the Trustee to be deposited and held in a trust account (“Trust Account”) for the benefit of
the Company and the holders of the Company’s common stock, par value $.0001 per share (“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 Statutes. A copy of the Colorado Statute is attached hereto and made a part hereof (the aggregate amount
to be delivered to the Trustee will be referred to herein as the “Property”; the shareholders for whose benefit the
Trustee shall hold the Property will be referred to as the “Public Shareholders,” and the Public Stockholders and
the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to certain provisions in the
Company’s Certificate of Incorporation, the Public Stockholders may, regardless of how such stockholder votes in connection
with the Company’s initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses or entities (a “Business Combination”), demand the Company redeem
such Public Stockholder’s Common Stock into cash or redeem such Common Stock pursuant to a tender offer pursuant to the
Rule 13e-4 and Regulation 14E of the Commission, as applicable and based upon the Company’s choice of proceeding under the
proxy rules or tender offer rules, each as promulgated by the Commission;


 



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WHEREAS, the Company and the Trustee are entering
into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property;


 


Now therefore,
IT IS AGREED:


 


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 Statue, in Trust Accounts which shall be in a segregated trust account (“Trust Account”) established
by the Trustee at J.P. Morgan Chase Bank N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory
to 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, invest and reinvest the Property in U.S. government treasury bills
with maturity of 180 days or less, or in money market funds investing solely in U.S. Treasuries and meeting certain conditions
under meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, as determined
by the Company;


 


(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)          Notify
the Company 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
its tax returns;


 


(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 MJ and to such 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; and


 



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(i)          Commence
liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter
(“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 or Chairman of the Board and Secretary or Assistant Secretary and
affirmed by counsel for 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 (which, in the case of Exhibit A, requires joint instructions from the Company
and MJTA) and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not
been received by the Trustee by the 18-month anniversary of the closing of the IPO (“Closing”), the Trust Account shall be liquidated as soon as practicable thereafter in accordance with the procedures set
forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders of record. The provisions
of this Section 1(i) may not be modified, amended or deleted under any circumstances.


 


2.          Limited
Distributions of Income from Trust Account.


 


(a)          Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested
by the Company to cover any income or other tax obligation owed by the Company.


 


(b)          Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested
by the Company to cover expenses related to investigating and selecting a target business and other working capital requirements;
provided, however, that the Company will not be allowed to withdraw interest income earned on the Trust Account
unless there is an amount of interest income available in the Trust Account sufficient to pay the Company’s tax obligations
on such interest income or otherwise then due at that time.


 


(c)          Upon
written request from the Company, which may be given from time to time as described in the Registration Statement, in a form substantially
similar to that attached as Exhibit E, the Trustee shall distribute to the Company the amount necessary for it to purchase up
to 800,000 shares of Common Stock (or up to 920,000 shares of Common Stock if the over-allotment option in the IPO is exercised
in full (in either case, such amount being referred to as the “Maximum Amount”)), at prices (including commissions)
not to exceed the per share amount then held in the Trust Account (such amount being referred to as the “Maximum Price”)).


 


(d)          The
limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property while
the limited distributions referred to in Section 2(c) above shall be made from the Property itself. Except as provided in Section
2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted except in accordance with Section
1(i) hereof.


 



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(e)          The
Company shall provide MJTA with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee
with respect to any proposed withdrawal from the Trust Account promptly after such issuance; provided, however, that the Company
shall provide MJTA with a copy of any Termination Letter in the form of Exhibit A one day prior to delivery to the Trustee.


 


3.          Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)          Give
all instructions to the Trustee hereunder in writing or the electronic equivalent, signed by the Company’s Chairman of the
Board, Chief Executive Officer or Chief Financial Officer. In addition, except with respect to its duties under Sections 1(i),
2(a), 2(b) and 2(c) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal, electronic
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;


 


(b)          Subject
to the provisions of Section 6(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any
and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any
claim, potential claim, 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, 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 Trustee may not
agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel;


 


(c)          Pay
the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections
2(a), 2(b) and 2(c) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to
time. It is expressly understood that the Property shall not be used to pay such fees and further agreed that any fees owed to
the Trustee shall be deducted by the Trustee from the disbursements made to the Company pursuant to Section 1(i) solely in connection
with the consummation of a Business Combination, or 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 on the anniversary of the Effective Date;


 



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(d)          In
connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes (which firm
may be the Trustee) verifying the vote of the Company’s stockholders regarding such Business Combination; and


 


(e)          In
connection with the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit B, not give the Trustee any disbursement instructions
which would be prohibited under this Agreement.


 


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 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 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 its 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;


 



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(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; and


 


(h)          File
local, state and/or Federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee
statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income
earned on the Property.


 


(i)          Pay
any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes
and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section
2(a) hereof).


 


(j)          Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement
and that which is expressly set forth herein.


 


(k)          Verify
calculations, qualify or otherwise approve Company requests for distributions pursuant to Sections 1(i), 2(a), 2(b) or 2(c) 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
days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited
with any court in the State of New York or 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; or


 


(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).


 



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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. 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 all information supplied to it by the Company, including account names, account numbers
and all other identifying information relating to a beneficiary, beneficiary's bank or intermediary bank. The Trustee shall not
be liable for any loss, liability or expense resulting from any error in the information or transmission of the wire.


 


(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 conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. It
may be executed in several original or facsimile counterparts, each one 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. Except
for Section 1(i) (which may not be modified, amended or deleted without the affirmative vote of at least 65% of the then
outstanding shares of Common Stock; provided that no such amendment will affect any Public Stockholder who has otherwise either
(i) indicated his election to redeem his shares of Common Stock in connection with a stockholder vote sought to amend this Agreement
or (ii) not consented to any amendment to this Agreement to extend to the time he would be entitled to a return of his pro rata
amount in the Trust Account), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct
a typographical error) by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or
modification may be made without the prior written consent of MJTA. As to any claim, cross-claim or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury. The Trustee may require from Company counsel an opinion as to
the propriety of any proposed amendment.


 


(d)          The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder.


 


(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 or delivery confirmation
requested), by hand delivery or by facsimile transmission:


 



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if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven G. Nelson, Chairman, and Frank A. DiPaolo,
CFO


Fax No.: (212) 509-5150


 


if to the Company, to:


 


Pacific Monument Acquisition Corporation


800 Third Avenue


New York, New York 10022


Attn: Jonathan M. Mitchell, Chief Executive Officer


Fax No.: [XXX-XXX-XXXX]


 


in either case with a copy to the Underwriters,
to:


 


Morgan Joseph TriArtisan LLC


600 Fifth Avenue, 19th Floor


New York, New York 10020


Attn: Tina Pappas


Fax No.: [XXX-XXX-XXXX]


 


(f)          This
Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(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 acknowledges and agrees that it
shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance. In the event that the Trustee has a claim against the Company under this Agreement,
the Trustee will pursue such claim solely against the Company and not against the Property held in the Trust Account.


 


(h)          This
Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto. Each of the Company and
the Trustee hereby acknowledge that MJTA is a third party beneficiary of this Agreement and
this Agreement may not be modified or changed without the prior written consent of MJTA.


 


(i)          This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


[Signature Page Follows]



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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:
	 	 
	 	PACIFIC MONUMENT ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	 	Name: Jonathan M. Mitchell
	 	 	Title: Chief Executive Officer


 



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SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	[$___.__]
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the
    effective date of the IPO by wire transfer or check	 	[$___.__]
	Transaction processing fee for disbursements to Company under Section 2	 	Deduction by Trustee from accumulated income following disbursement made to Company under
    Section 2	 	[$___.__]
	Paying Agent services as required pursuant to Section 1(i) and 2(c)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 2(c)	 	[Prevailing rates]


   



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EXHIBIT A


 


[Letterhead of Company]


 


                     [Insert date]


 


Continental Stock Transfer


  & Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson and Frank DiPaolo


 


		Re:	Trust Account
                                                                                                         No. ____________ Termination
                                                                                                         Letter



 


Gentlemen:


 


Pursuant to Section
(i) of the Investment Management Trust Agreement between Pacific Monument Acquisition Corporation (“Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________ __, 2012 (“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 (“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 (“Consummation Date”).


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer
the proceeds to the above-referenced account at _________________ 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 shall direct on the
Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution,
the Company will not earn any interest or dividends.


 


On the Consummation
Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated
and that the provisions of Section 11-51-302(6) and Rule 51-3.4 of the Colorado Statute have been met
and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the
vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) joint written instructions
from it and MJTA with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). 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 Instruction Letter, in accordance with the terms of the 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 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.


 



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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 upon receipt by the Trustee of written instructions
from the Company, 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,
	 	 
	 	PACIFIC MONUMENT ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	 	Jonathan M. Mitchell, Chief Executive Officer
	 	 	 
	 	By:	 
	 	 	Douglas B. Baker, Secretary


 


cc: Morgan Joseph TriArtisan LLC


 



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EXHIBIT B


 


[Letterhead of Company]


 


                     [Insert
date]


 


Continental Stock Transfer


  & Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson and Frank DiPaolo


 


		Re:	Trust Account
                                                                                                         No. ____________ Termination
                                                                                                         Letter



 


Gentlemen:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between Pacific Monument Acquisition Corporation (“Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________ __, 2012 (“Trust Agreement”),
this is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time
frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s
prospectus relating to its IPO.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________ and
to transfer the total proceeds to the Trust Checking Account at _______________ to await distribution to the stockholders.
The Company has selected ____________ 20 __ as the record date for the purpose of determining the stockholders entitled to receive
their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation
proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity
as Paying Agent, to distribute said funds directly to the Company's stockholders (other than with respect to the initial shares)
in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company.
Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	PACIFIC MONUMENT ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	 	Jonathan M. Mitchell, Chief Executive Officer
	 	 	 
	 	By:	 
	 	 	Douglas B. Baker, Secretary


 


cc: Morgan Joseph TriArtisan LLC


 



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EXHIBIT C


 


[Letterhead of Company]


 


                      [Insert
date]


 


Continental Stock Transfer


  & Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson and Frank DiPaolo


 


		Re:	Trust Account
                                                                                                         No. __________



 


Gentlemen:


 


Pursuant to Section 2(a)
of the Investment Management Trust Agreement between Pacific Monument Acquisition Corporation (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of __________ __, 2012 (“Trust Agreement”), the
Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date
hereof. The Company needs such funds to pay for its tax obligations. In accordance with the terms of the Trust Agreement, you
are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the
Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	PACIFIC MONUMENT ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	 	Jonathan M. Mitchell, Chief Executive Officer
	 	 	 
	 	By:	 
	 	 	Douglas B. Baker, Secretary


 


cc: Morgan Joseph TriArtisan LLC


 



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EXHIBIT D


 


[Letterhead of Company]


 


                     [Insert
date]


 


Continental Stock Transfer


  & Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson and Frank DiPaolo


 


		Re:	Trust Account
                                                                                                         No. ___________



 


Gentlemen:


 


Pursuant to Section
2(b) of the Investment Management Trust Agreement between Pacific Monument Acquisition Corporation (“Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________ __, 2012 (“Trust Agreement”),
the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date
hereof. The Company needs such funds to cover its expenses relating to investigating and selecting a target business and other
working capital requirements. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer
(via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	PACIFIC MONUMENT ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	 	Jonathan M. Mitchell, Chief Executive Officer
	 	 	 
	 	By:	 
	 	 	Douglas B. Baker, Secretary


 


cc: Morgan Joseph TriArtisan LLC


 



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EXHIBIT E


 


[Letterhead of Company]


 


                     [Insert
date]


 


Continental Stock Transfer


  & Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson and Frank DiPaolo


 


		Re:	Trust Account
                                                                                                         No. __________



 


Gentlemen:


 


Pursuant to Section 2(c) of the Investment
Management Trust Agreement between Pacific Monument Acquisition Corporation (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of __________ __, 2012 (“Trust Agreement”), pursuant to the
instructions attached hereto as Schedule A, you are instructed to distribute funds held in the Trust Account to those parties
listed on Schedule A, in consideration of the Company’s purchases of shares of Common Stock at a price of $___ per share,
including commissions (the “Purchase Price”).  The Purchase Price is equal to or below the Maximum Price
(as defined in the Trust Agreement).  The shares of Common Stock, together with any shares previously purchased by the
Company pursuant to paragraph 2(c) of the Trust Agreement, do not exceed the Maximum Amount (as defined in the Trust Agreement).


 


	 	Very truly yours,
	 	 
	 	PACIFIC MONUMENT ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	 	Jonathan M. Mitchell, Chief Executive Officer
	 	 	 
	 	By:	 
	 	 	Douglas B. Baker, Secretary


 


cc: Morgan Joseph TriArtisan LLC


 








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