EXHIBIT 10.9
INVESTMENT MANAGEMENT TRUST AGREEMENT
This
Agreement is made as of , 2005 by and between Platinum Energy
Resources, Inc. (the "Company") and
Continental Stock
Transfer & Trust Company
("Trustee").
WHEREAS,
the Company's
Registration Statement
on Form S-1, No. _________
("Registration Statement"), for its initial public offering of securities
("IPO") has been declared effective as of the date hereof by
the Securities and
Exchange Commission ("Effective Date");
and
WHEREAS,
Casimir Capital LP ("Casimir") is acting as the representative
of
the underwriters in the IPO; and
WHEREAS,
as described in the
Company's Registration Statement, and in
accordance with the Company's Certificate of Incorporation,
$95,160,000 of the
gross proceeds of the IPO ($109,434,000 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 for the benefit of the Company and the
holders of
the Company's common stock, par value $.0001 per share,
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 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 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 Statute, in a segregated trust account ("Trust Account")
established by the Trustee at a branch of
JPMorgan Chase NY Bank 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
instruction of the
Company, to
invest and reinvest the Property in any Treasury Bill issued by the United
States, having a maturity of 180 days or less or in any open
ended investment
company registered under the Investment Company Act of 1940 that holds
itself
out as a money market fund meeting the
conditions of paragraphs (c)(2), (c)(3)
and (c)(4) of Rule 2a-7 promulgated under
the Investment Company Act of 1940;
(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 the tax
returns for the Trust Account;
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(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 to Casimir, 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
(i) 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 President
or Chairman of the
Board and Secretary, 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. The Trustee
understands and
agrees that disbursements from the Trust
Account shall be made only pursuant to
a duly executed Termination Letter,
together with the other documents referenced
herein. In all cases, the Trustee shall provide Casimir with a copy of any
Termination Letters and/or any other correspondence that it receives with
respect to any proposed withdrawal from the Trust Account promptly after it
receives same.
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 President or
Chairman of the Board. In addition, except
with respect to its duties under
paragraph 1(i) 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 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
with its own counsel; and
(c) Pay the
Trustee an initial acceptance fee of $1,000 and an
annual fee of $3,000 (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;
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(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 cont
