Unassociated Document


    
      INVESTMENT
        MANAGEMENT TRUST AGREEMENT

       

      This
        Agreement is made as of October __, 2005 by and between Platinum Energy
        Resources, Inc. (the “Company”) and American Stock Transfer & Trust Company
        (“Trustee”).

       

      WHEREAS,
        the Company’s Registration Statement on Form S-1, No. 333-125687
        (“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”) and Cantor Fitzgerald (“Cantor”) are acting as
        the representatives 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, $105,408,000 of the gross proceeds of
        the IPO ($121,219,200 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 HSBC Bank USA, National Association (“HSBC 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;

       

      (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 or Casimir
        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 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 and affirmed by its entire Board of
        Directors, 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 April __, 2008 (or the date that
        is
        the six month anniversary of such date, in the event that a letter of intent,
        agreement in principle or definitive agreement has been executed prior to
        such
        date in connection with a Business Combination (as defined in the Termination
        Letter attached hereto as Exhibit A) that was not consummated by April __,
        2008), the Trust Account shall be liquidated in accordance with the procedures
        set forth in the Termination Letter attached as Exhibit B to the stockholders
        of
        record on the record date; provided, further, that the record date shall
        be
        within ten (10) days of April __, 2008 (or the date that is the six month
        anniversary of such date, in the event that a letter of intent, agreement
        in
        principle or definitive agreement has been executed prior to such date in
        connection with a Business Combination that was not consummated by April
        __,
        2008), or as soon thereafter as is practicable.

       

      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).

       

      (d)  Provide
        to the Trustee any letter of intent, agreement in principle or definitive
        agreement that is executed prior to April __, 2008 in connection with a Business
        Combination; and

       

      (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 (which firm may be the Trustee) verifying the vote of the
        Company's stockholders regarding such Business Combination.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      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 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;

       

      (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 that arises due to any actions or
        omissions to act by any party after such deposit; or

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      (b)  At
        such
        time that the Trustee has completed the liquidation of the Trust Account
        in
        accordance with the provisions of paragraph 1(i) 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).

       

      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 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; provided, however, that no such change, amendment or
        modification may be made without the prior written consent of Casimir. 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 City 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:

       

      American
        Stock Transfer

      &
        Trust Company

      59
        Maiden
        Lane

      New
        York,
        New York 10038

      Attn:
        Susan Silber

      Fax
        No.:
        (718) 236-4588

       

      If
        to the
        Company, to:

       

      Platinum
        Energy Resources, Inc.

      3
        Paragon

      Montvale,
        New Jersey 07645

      Attn:
        Chief Executive Officer

      Fax
        No.:

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      in
        either
        case with a copy to:

       

      Casimir
        Capital LP

      489
        Fifth
        Avenue

      New
        York,
        New York 10017

      Attn:
        Richard Sands, Chief Executive Officer

      Fax
        No.:
        (212) 798-1399

      


      and

      


      Cantor
        Fitzgerald & Co.

      110
        East
        59th
        Street

      New
        York,
        New York 10017

      Attn:
        Marc Blazer, Global Head of Investment Banking

      Fax
        No.:


       

      (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.

       

       

       

      [REMAINDER
        OF PAGE LEFT INTENTIONALLY BLANK]

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      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:


      

      
        	
              	 	 
	 	PLATINUM
                ENERGY RESOURCES, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
                Barry Kostiner 
	 	Title:
                Chief Executive Officer  


      

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

        EXHIBIT
          A

         

        [Letterhead
          of Company]

      

       

      [Insert
        date]

       

       

      American
        Stock Transfer

      &
        Trust Company

      59
        Maiden
        Lane

      New
        York,
        New York 10038

      Attn:
        Susan Silber

      
        	 	 	 
	
                Re:

              	Trust Account No. 	Termination Letter 
	 	 	 


      

      Gentlemen:

       

      Pursuant
        to paragraph 1(i) of the Investment Management Trust Agreement between Platinum
        Energy Resources, Inc. (“Company”) and American Stock Transfer & Trust
        Company (“Trustee”), dated as of October __, 2005 (“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”).

       

      Pursuant
        to Section 2(e) of the Trust Agreement, we are providing you with [an affidavit]
        [a certificate] 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 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) counsel for 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
        Statute
        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”). 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.

       

      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.

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 
	 	Very
                truly yours,
	 	 
	 	PLATINUM ENERGY RESOURCES,
                INC. 
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Mark
                Nordlicht, Chairman of the Board
	 	 


      

      
        	
              	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Barry
                Kostiner, Chief Executive Officer 
	 
	 
	Affirmed: 
	 
	 
	[DIRECTORS TO BE LISTED
                HERE] 


      

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

      EXHIBIT
        B

       

      [Letterhead
        of Company]

       

      [Insert
        date]

       

      American
        Stock Transfer

      &
        Trust Company

      59
        Maiden
        Lane

      New
        York,
        New York 10038

      Attn:
        Susan Silber

      
        	
              	 	 
	
                Re:

              	Trust Account No. 	Termination Letter 
	 	 


      

      Gentlemen:

       

      Pursuant
        to paragraph 1(i) of the Investment Management Trust Agreement between Platinum
        Energy Resources, Inc. (“Company”) and American Stock Transfer & Trust
        Company (“Trustee”), dated as of October __, 2005 (“Trust Agreement”), this is
        to advise you that as a result of the Company’s inability to effect a Business
        Combination with a Target Company within the time frame specified in the
        Company’s prospectus relating to its IPO, 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
        Statute have been met and (b) authorize you, to commence liquidation of the
        Trust Account. In connection with this liquidation, you are hereby authorized
        to
        establish a record date for the purposes of determining the stockholders
        of
        record entitled to receive their per share portion of the Trust Account.
        The
        record date shall be within ten (10) days of the liquidation date, or as
        soon
        thereafter as is practicable. You will notify the Company in writing as to
        when
        all of the funds in the Trust Account will be available for immediate transfer
        (“Transfer Date”) in
        accordance with the terms of the Trust Agreement and the Amended and Restated
        Certificate of Incorporation of the Company. You shall commence distribution
        of
        such funds in accordance with the terms of the Trust Agreement and the Amended
        and Restated Certificate of Incorporation of the Company and you shall oversee
        the distribution of the funds. Upon the payment of all the funds in the Trust
        Account, the Trust Agreement shall be terminated.

      
        	
              	 	 
	 	Very
                truly yours,
	 	 
	 	PLATINUM ENERGY RESOURCES,
                INC. 
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Mark
                Nordlicht, Chairman of the Board
	 	 


      

      
        	 	 	 
	 	By:  	 
	 	
                
Barry
                Kostiner, Chief Executive Officer
	 	 
	 	 
	Affirmed: 	 
	 	 
	[DIRECTORS TO BE LISTED HERE] 	 


      

       

       

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

      EXHIBIT
        C

       

      
        	
                AUTHORIZED
                  INDIVIDUAL(S)

              	 	
                AUTHORIZED

              
	
                FOR
                  TELEPHONE CALL BACK

              	 	
                TELEPHONE
                  NUMBER(S)

              
	
                 

              	
                 

              	
                 

              
	
                Company:

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                
                  Platinum
                    Energy Resources, Inc.
3
                  Paragon

                Montvale,
                  New Jersey 07645 
                  Attn:
                    Chief Executive Officer

                

              	
                 

              	
                
                  [Telephone]
                    

                

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                Trustee:

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                
                  American
                    Stock Transfer

                  &
                    Trust Company

                  59
                    Maiden Lane 
                    New
                      York, New York 10038

                    
                      Attn:
                        George Karfunkel, Chairman

                    

                  

                

              	
                 

              	
                
                  [Telephone]

                

              


      

      


       

      
        
          
          

        

        C-1