Exhibit 10.3


INVESTMENT MANAGEMENT TRUST AGREEMENT


This Agreement is made
as of                , 2007 by and
between Lumax Acquisition Corp., a Delaware corporation (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation (the
“Trustee”).


WHEREAS, the Company’s
Registration Statement, No. 333-          
on Form S-1 (“Registration Statement”), for its initial public
offering of securities (“IPO”) has been declared effective as of              , 2007 by the Securities and
Exchange Commission (“Effective Date”);


WHEREAS, concurrently
with the IPO the initial stockholders are purchasing an aggregate of 1,333,333
warrants of the Company for aggregate consideration of $1,200,000 (the “Insider
Warrants”); and


WHEREAS, as described
in the Company’s Registration Statement, and in accordance with the Company’s
Certificate of Incorporation, $_____ of the gross proceeds of the IPO and the
Insider Warrants ($______ if the underwriter’s over-allotment option is
exercised in full) will be delivered to the Trustee to be deposited and held in
a trust account for the benefit of the Company and the holders of the Company’s
common stock, par value $0.0001 per share, issued in the IPO as hereinafter
provided (the amount to be delivered to the Trustee will be referred to herein
as the “Property;” the stockholders for whose benefit the Trustee shall
hold the Property will be referred to as the “Public Stockholders,” and
the Public Stockholders and the Company will be referred to together as the “Beneficiaries”);
and


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


IT IS AGREED:


1.             Agreements and Covenants of
Trustee.  The Trustee hereby agrees
and covenants:


(a)           That the recitals above are made a part of this Agreement;


(b)           To 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 segregated trust accounts
(collectively, the “Trust
Account”) established by the
Trustee at JPMorgan Chase and Morgan Stanley;


(c)           To manage, supervise and administer the Trust Account
subject to the terms and conditions set forth herein;


(d)           In a timely manner, upon the instruction of the Company,
to invest and reinvest the Property in any “Government
Security.” As used herein,
Government Security means any Treasury Bill issued by the United States, having
a maturity of one hundred and eighty days or less;













 


(e)           To 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;


(f)            To release to the Company from time to time, upon the
instruction of the Company, interest and other earnings on the Trust Account,
up to maximum aggregate amount of $_____, after giving effect to applicable
taxes.


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


(h)           To supply any necessary information or documents as may be
requested by the Company in connection with the Company’s preparation of the
tax returns for the Trust Account;


(i)            To 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;


(j)            To render to the Company, at the addresses specified in
Section 5(e) of this Agreement, 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;
and


(k)           To commence liquidation of the Trust Account only 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, President, Secretary 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.


2.             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, Secretary or
Chairman of the Board. In addition, except with respect to its duties under
paragraph 1(j) 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;


(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 breach of any provision of this Agreement or 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 paragraph, it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified
Claim”), and the Company shall
have no liability for any Indemnified Claim 



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to the extent prejudiced by the failure of the Trustee to give notice
promptly. The Trustee shall have the right to conduct and manage the defense
against such Indemnified Claim, provided, that the Trustee shall obtain the
prior written consent of the Company with respect to both the selection of
counsel and the settlement of any claim, 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 and an
annual fee of $1,200 (it being expressly understood that the Property shall not
be used to pay such fee). 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. The Trustee shall refund
to the Company the fee (on a pro rata basis) with respect to any period after
the liquidation of the Trust Fund. The Company shall not be responsible for any
other fees or charges of the Trustee except as may be provided in paragraph
2(b) hereof (it being expressly understood that the Property shall not be used
to make any payments to the Trustee under such paragraph).


3.             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 paragraph 1 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 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 paragraph 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 the Trustee’s
breach of any provision of this Agreement or its gross negligence or willful
misconduct. The Trustee may rely conclusively and shall be protected in acting
upon any order, 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)           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).


4.             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. 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 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;


(b)           At such time that the Trustee has completed the
liquidation of the Trust Account in accordance with the provisions of paragraph
1(j) hereof, and distributed the Property in accordance with the provisions of
the Termination Letter, this Agreement shall terminate except with respect to
Paragraph 2(b); or


(c)           On such date after               , 2008, when the Trustee
deposits the Property with the United States District Court for the Southern
District of New York in the event that, prior to such date, the Trustee has not
received a Termination Letter from the Company pursuant to paragraph 1(j).


5.             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 C. 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 



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executed in several 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.
This Agreement or any provision hereof may only be changed, amended or modified
by a writing signed by each of the parties hereto. 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 of New York 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 requested), by hand delivery or by facsimile transmission:


if to the Trustee, to:


Continental Stock
Transfer & Trust Company

17 Battery Place

New York, New York 10004

Attn: Steven G. Nelson

Tel: (212) 845-3200 

Fax: (212) 509-5150


if to the Company, to:


Lumax Acquisition Corp.

509 Madison Avenue, Suite 1510

New York, New York 10022

Attn: Scott W. Hartman

Tel: (212) 774-3655

Fax: (646) 278-0813


With a copy to:


Pillsbury Winthrop Shaw
Pittman LLP

1540 Broadway

New York, New York 10036

Attn: Ronald A. Fleming, Jr., Esq.

Tel: (212) 858-1000

Fax: (212) 298-9931



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With a copy in each
case to:


Capital Growth
Financial, LLC

225 NE Mizner Blvd., Suite 750

Boca Raton, Florida 33432

Attn: Alan L. Jacobs


and:


Greenberg Traurig, P.A.

777 South Flagler Drive

Suite 300 East

West Palm Beach, Florida 33401

Attn: Morris C. Brown, Esq.


(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.


(h)           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.


[Remainder of Page Intentionally Left Blank]



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


	
  

  	
  LUMAX ACQUISITION
  CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  CONTINENTAL STOCK
  TRANSFER & TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


 


 


 


[Signature Page to Investment Management Trust Agreement]


















 


EXHIBIT A


LUMAX ACQUISITION CORP.


[Insert Date]


Attn:


Re: Trust Account No.
[                        ]—Termination
Letter


Ladies and Gentlemen:


Pursuant to paragraph
1(k) of the Investment Management Trust Agreement between Lumax Acquisition
Corp., a Delaware corporation (“Company”), and  Continental
Stock Transfer & Trust Company, a New York corporation] (“Trustee”), dated as of
           , 2007 (“Trust Agreement”), this is to
advise you that the Company has entered into an agreement (“Business
Agreement”) with [Insert Name of Target] (“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 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 on the Consummation Date.


On the Consummation
Date (i) the Company shall deliver to you written notification that (a) the
Business Combination has been consummated and (b) the provisions of Section
11-51-302(6) and Rule 51-3.4 of the Colorado Revised Statutes have been met,
and (ii) the Company shall deliver to you written instructions with respect to
the transfer of the funds held in the Trust Account (“Instruction
Letter”). [Such Instruction Letter to include
instructions to pay the deferred underwriting discount the deferred
non-accountable expense to the Underwriter.] You are hereby directed and
authorized to transfer the funds held in the Trust Account immediately upon
your receipt of 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 issue written
instructions directing 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.


















 


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,

  
	
   

  	
   

  
	
   

  	
  Lumax Acquisition Corp.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 



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EXHIBIT B


LUMAX ACQUISITION CORP.


[Insert Date]


Attn:


Re: Trust Account No.
[            ]—Termination Letter


Ladies and Gentlemen:


Pursuant to paragraph
1(k) of the Investment Management Trust Agreement between Lumax Acquisition
Corp., a Delaware corporation (“Company”), and Continental Stock Transfer & Trust Company, a
New York corporation (“Trustee”), dated as of                , 2007 (“Trust
Agreement”), this is to advise you that the
Board of Directors of the Company has voted to dissolve and liquidate the
Company. Attached hereto is a copy of the minutes of the meeting of the Board
of Directors of the Company relating thereto, certified by the Secretary of the
Company as true and correct and in full force and effect.


In accordance with the
terms of the Trust Agreement, we hereby (a) certify to you that the provisions
of Section 11-51-302(6) and Rule 51-3.4 of the Colorado Revised Statutes have
been met and (b) authorize you, to commence liquidation of the Trust Account.
You will notify the Company and JPMorgan Chase (“Designated
Paying Agent”) in writing as to when all of
the funds in the Trust Account will be available for immediate transfer (“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 be terminated.


	
  

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  Lumax Acquisition Corp.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


















 


EXHIBIT C


AUTHORIZED INDIVIDUAL(S)

AUTHORIZED FOR TELEPHONE CALL BACK TELEPHONE NUMBER(S)


COMPANY:


Lumax Acquisition Corp.

509 Madison Avenue, Suite 1510

New York, New York 10022

Attention: Scott W. Hartman, Chief Executive Officer




TRUSTEE:


Continental Stock
Transfer & Trust Company

17 Battery Place

New York, NY 10004

Attention: Steven G. Nelson