EX-10.5: FORM OF INVESTMENT MANAGEMENT TRUST AGEEMENT

EXHIBIT 10.5

FIG Acquisition Corp.

Investment Management Trust Agreement

     THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (the “Agreement”) is made as of [•], 2008, by and between FIG Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

     WHEREAS, the Company’s Registration Statement on Form S-1, as amended, File No. 333-148275 (together with any registration statement filed pursuant to Rule 462(b), the “Registration Statement”), for its initial public offering (the “IPO”) of units (the “Units”), each consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (collectively, the “Warrants”) to purchase one share of Common Stock, has been declared effective as of the date hereof by the Securities and Exchange Commission (the “Effective Date”); and

     WHEREAS, Banc of America Securities LLC is acting as the representative of the underwriters (the “Underwriters”) in the IPO; and

     WHEREAS, the Company has agreed to sell certain of its securities to its existing stockholders in a private placement to be effected immediately prior to the completion of the IPO (“Private Placement”); and

     WHEREAS, as described in the Registration Statement, and in accordance with the Company’s Certificate of Incorporation, as it may be amended from time to time, $245,787,935 of the gross proceeds of the IPO and the sale of securities in the Private Placement ($281,975,435 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 for the benefit of the Company and the public stockholders of the Common Stock issued in the IPO (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, a portion of the Property consists of $8,750,000 (or $10,062,500 if the Underwriters’ over-allotment option is exercised in full) attributable to the Underwriters’ discounts and commissions (“Deferred Discount”) which the Underwriters have agreed to deposit in the Trust Account (defined below); 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 to:

     (a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement, in segregated trust accounts (collectively, the “Trust Account”) established by the Trustee at a branch of [•], and at a brokerage institution selected by the Trustee;

     (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;

     (c) In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in any United States “government security” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 180 days or less, or in money market funds selected by the Company meeting the conditions specified in Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, as determined by the Company;

     (d) Collect and receive, when due, all principal and income arising from the Property, which income, net of taxes, shall become part of the “Property,” as such term is used herein; provided, however, that, notwithstanding the foregoing or any contrary provision contained herein, the Trustee shall release to the Company an aggregate amount of up to $3,250,000, subject to adjustment in the case of an increase in the size of the IPO or if the underwriters of the IPO exercise their over-allotment option, from interest earned and collected on the Trust Account, net of taxes payable, upon the Company’s demand, to fund working capital requirements;

     (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 the tax returns relating to income from the Property in the Trust Account or otherwise;

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

     (h) Render to the Company, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account;

     (i) To the extent there is not sufficient cash in the Trust Account to pay any income or other tax obligation relating to the income from the Property in the Trust Account as determined by the Company, from time to time at the written instruction of the Company, promptly liquidate such assets held in the Trust Account as shall be designated by the Company in writing, and disburse to the Company by wire transfer or by check, out of the Property in the Trust Account, the amount indicated by the Company as owing in respect of such income tax obligation; and

     (j) Commence liquidation of the Trust Account only upon receipt of and only in accordance with the terms of a letter (the “Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its Chief Executive Officer 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; provided, however, that in the event that a Termination Letter has not been received by the date which is 24 months after the date of the final prospectus of the IPO (the “Last Date”), such date to be as set forth in a notice to be delivered to the Trustee not more than ten business days following the completion of the IPO, or a notice stating that the time of termination has been extended by not more than six months following the Last Date (in which case the date set forth in such notice shall be deemed to be the Last Date for all subsequent purposes of this Agreement), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and distributed to the

stockholders of record on the Last Date. The Company agrees that it shall direct the Trustee to distribute the Property in the Trust Account only as provided for in the Agreement.

2. Limited Distributions of Income from Trust Account.

     Except for an aggregate amount of up to $3,250,000, subject to adjustment in the case of an increase in the size of the IPO or if the underwriters of the IPO exercise their over-allotment option, from the interest earned and collected on the Trust Account, net of taxes payable, that the Trustee shall release to the Company upon the Company’s demand to fund working capital requirements, no distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) and 1(j) hereof. The Trustee shall have no responsibility or liability to verify calculations, qualify or otherwise approve the Company requests for distributions pursuant to this Section 2.

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

     (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer or Chairman of the Board. In addition, except with respect to its duties under Sections 1(i) and 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. The Company shall provide the Underwriters with a copy of any Termination Letter and/or any other correspondence that it transmits with respect to any proposed withdrawal from the Trust Account promptly after it transmits the same;

     (b) Hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Company may participate in such action at its own cost with its own counsel;

     (c) Pay the Trustee the closing fees 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 said transaction processing fees shall be deducted by the Trustee from the disbursements made to the Company pursuant to Section 1(i). The Company shall pay the Trustee the fees set forth on Schedule A hereto at the completion of the IPO. In addition, the Company shall reimburse the Trustee for all out-of-pocket expenses it may reasonably incur in the execution of its duties hereunder. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 3(c) and as may be provided in Section 3(b) hereof (it being expressly understood that the Property shall not be used to make any payments to the Trustee under such Sections);

     (d) Provide to the Trustee any letter of intent, agreement in principle or definitive agreement that is executed prior to [•] in connection with an acquisition by the Company of one or more businesses,

or a portion or such business or businesses, through a merger, capital stock exchange, stock purchase, asset acquisition or other similar business combination whose fair market value, individually or in the aggregate, is equal to at least 80% of the balance in the Trust Account (excluding the Underwriters’ Deferred Discount and taxes payable) at the time of such acquisition (the “Business Combination”).

     (e) 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 tabulating stockholder votes verifying the vote of the Company’s stockholders regarding such Business Combination; and

     (f) If the Company does not effect a Business Combination within 24 months after completion of the IPO, the Company’s existence shall cease except for the purposes of the Company winding up its affairs and liquidating pursuant to Section 278 of the Delaware General Corporation Law, in which case as promptly as practicable thereafter the Company shall adopt a plan of distribution in accordance with Section 281(b) of the Delaware General Corporation Law. Upon the Company’s adoption of such plan of distribution, the Company shall promptly provide the Trustee a Termination Letter substantially in the form of Exhibit B hereto and the Trust Account should be liquidated in accordance with the procedures set forth therein.

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 Section 1 hereof, and the Trustee shall have no liability to any party under this Agreement 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 in compliance with this Agreement, or any action suffered by it to be taken or omitted in compliance with this Agreement, 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;

     (g) Verify the correctness of the information set forth in the Registration Statement (other than information provided by the Trustee) or to confirm or assure that any acquisition made by the Company or any other action taken by it is as contemplated by the Registration Statement;

     (h) Prepare, execute and file tax reports, income or other tax returns and pay 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 1(i), if there is any income or other tax obligation relating to the Trust Account or the Property in the Trust Account, as determined from time to time by the Company and regardless of whether such tax is payable by the Company or the Trust, at the written instruction of the Company, the Trustee shall make funds available in cash from the Property in the Trust Account an amount specified by the Company as owing to the applicable taxing authority, which amount shall be paid directly to the Company by electronic funds transfer and the Company shall forward such payment to the taxing authority; or

     (i) Verify calculations, qualify or otherwise approve the Company requests for distributions pursuant to Sections 1(i) and 2 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. 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, upon written notice to the Company, submit an application to have the Property deposited with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever that arises due to any actions or omissions to act by any party after such deposit; or

     (b) At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section 1(j) hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 3(b).

6. Miscellaneous.

     (a) The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. 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. The parties hereto consent to the non-exclusive jurisdiction and venue of any state or federal court located in the City of New York for purposes of resolving any disputes hereunder.

     (c) This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. The parties hereto may change, waive, amend or modify any provision contained herein that may be defective or inconsistent with any other provision contained herein only upon the written consent of each of the parties hereto; provided that such action shall not materially adversely affect the interests of the Public Stockholders or the Underwriters. Any other change, waiver, amendment or modification to this Agreement shall be subject to approval by a majority of the Public Stockholders and/or the Underwriters as applicable. 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) This Agreement may be executed in several counterparts, each one of which shall constitute an original, and together shall constitute one instrument. This Agreement or any counterpart may be executed via facsimile or other electronic transmission, and any such executed facsimile or other electronic copy shall be treated as an original.

     (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:

American Stock Transfer & Trust Company
59 Maiden Lane
New York, NY 10038
Attn: [•]
Fax: [•]

if to the Company, to:

FIG Acquisition Corp.
787 Seventh Avenue
New York, NY 10019
Attn: Peter E. Roth, Chief Executive Officer
Fax: (212)  ###-###-####

with a copy to:

Sidley Austin llp
787 Seventh Avenue
New York, NY 10019
Attn: Edward F. Petrosky, Esq.
         Samir A. Gandhi, Esq.
         James O’Connor, Esq.
Fax: (212)  ###-###-####

in either case with a copy on behalf of the Underwriters to:

Banc of America Securities LLC
9 West 57^th Street
New York, NY 10019
Attn: Equity Capital Markets
Fax: (212)  ###-###-####

with a copy to:

McDermott Will & Emery LLP
340 Madison Avenue
New York, NY 10173
Attn: Stephen E. Older, Esq.
         Joel L. Rubinstein, Esq.
Fax: (212)  ###-###-####

     (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 part of the Property under any circumstance.

     (h) The Trustee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of any property held in trust for the Company in the Trust Account, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.

     (i) The Trustee hereby consents to the inclusion of American Stock Transfer & Trust Company in the Registration Statement and other materials relating to the IPO.

     (j) Each of the Company and Trustee agrees and acknowledges that the Public Stockholders and the Underwriters are third-party beneficiaries of this Agreement.

[Remainder of page intentionally left blank]

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

		AMERICAN STOCK TRANSFER & TRUST COMPANY, as Trustee
		By:
		Name:
		Title:
		FIG ACQUISITION CORP.
		By:
		Name:		Peter E. Roth
		Title:		Chief Executive Officer

EXHIBIT A

[LETTERHEAD OF COMPANY]

[INSERT DATE]

American Stock Transfer & Trust Company
59 Maiden Lane
New York, NY 10038
Attn: [•]

Re:      Trust Account No. [•] Termination Letter

     Pursuant to Section 1(j) of the Investment Management Trust Agreement between FIG Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2008 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with                      (the “Target Business”) to consummate a business combination with Target Business (a “Business Combination”) on or about [INSERT DATE]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Defined terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Trust Agreement.

     Pursuant to Section 3(e) of the Trust Agreement, we are providing you with a certification of                     , which verifies the vote of the Company’s stockholders in connection with the Business Combination. In accordance with the terms of the Trust Agreement, we hereby authorize you to commence liquidation of the Trust Account to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct in writing on the Consummation Date.

     On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you written instructions with respect to the transfer of the funds held in the Trust Account (the “Instruction Letter”) with respect to the transfer of the funds held in the Trust Account, including, but not limited to, (a) funds to be delivered to any Public Stockholder that has properly exercised its conversion rights (as described in the Company’s Registration Statement on Form S-1, as amended, File No. 333-148275), (b) pursuant to the terms of the Underwriting Agreement, dated as of [•], 2008, between the Company and Banc of America Securities LLC, acting as representative of the underwriters (the “Underwriters”), the portion of the Property attributable to the deferred Underwriters’ discounts and commissions and (c) the portion of the Property to be released to the Company in connection with the consummation of a Business Combination.

     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 be distributed after the Consummation Date to the Company or, with respect to the deferred Underwriters’ discounts and commissions, to the Underwriters. 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, upon receipt 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,
		FIG Acquisition Corp.
		By:
		Name:
		Title:

EXHIBIT B

[LETTERHEAD OF COMPANY]

[INSERT DATE]

American Stock Transfer & Trust Company
59 Maiden Lane
New York, NY 10038
Attn: [•]

Re:       Trust Account No. [•] Termination Letter

     Pursuant to paragraph 1(j) of the Investment Management Trust Agreement between FIG Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2008 (the “Trust Agreement”), this is to advise you that the Company’s existence has ceased due to the Company’s inability to effect a Business Combination within the time frame specified in the Company’s prospectus relating to its initial public offering. Defined terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Trust Agreement.

     In accordance with the terms of the Trust Agreement, we hereby authorize you to commence liquidation of the Trust Account. You will notify the Company in writing as to when all of the funds in the Trust Account will be available for immediate transfer (the “Transfer Date”) in accordance with the Company’s plan of distribution attached hereto. You shall commence distribution of such funds in accordance with the terms of such plan of distribution and you shall oversee the distribution of the funds. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated and the Trust Account shall be closed.

		Very truly yours,
		FIG Acquisition Corp.
		By:
		Name:
		Title:

SCHEDULE A

Schedule of fees pursuant to Section 3(c) of Investment Management Trust Agreement
between FIG Acquisition Corp. and
American Stock Transfer & Trust Company

Fee Item		Time and method of payment		Amount
One-time fee for Trustee services		Closing of IPO by wire transfer		$	2,000
IPO closing fee		Closing of IPO by wire transfer		$	2,000

Dated: [•], 2008

		Agreed:
		FIG Acquisition Corp.
		By:
		Name:		Peter E. Roth
		Title:		Chief Executive Officer
		American Stock Transfer & Trust Company
		By:
		Name:
		Title: