|
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;
<PAGE>
(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;
2
<PAGE>
(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 hereunde
| 
