Casimir Capital LP Cantor Fitzgerald & Co. c/o Casimir Capital LP New York, New York 10017 SELECTED DEALERS AGREEMENT
Casimir
Capital ▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ & Co.
c/o
Casimir Capital LP
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▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear
Sirs:
1. Registration
under the Securities Act of 1933, as amended (the “Act”),
of
the 14,400,000 Units* of Platinum Energy Resources, Inc. (the “Company”),
as
more fully described in the Preliminary Prospectus, dated October
__, 2005,
and in the final prospectus (the “Prospectus”)
which
will be forwarded to you, will become effective in the near future. We, as
the
Underwriters, are offering certain of the Units for purchase by a selected
group
of dealers (the “Selected
Dealers”)
on the
terms and conditions stated herein.
*
Plus
the over-allotment option available to the Underwriters to purchase up to
an
additional 2,160,000 Units.
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Authorized
Public Offering Price:
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$8.00
per Unit.
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Dealers’
Selling Concession:
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Not
to exceed $0. per Unit payable upon
termination of
this Agreement, except as provided below. We reserve the right
not to pay
such concession on any of the Units purchased by any of the Selected
Dealers from us and repurchased by us at or below the price stated
above
prior to such termination.
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Reallowance:
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You
may reallow not in excess of $0. per
Unit as a
selling concession to dealers who are members in good standing
of the
National Association of Securities Dealers, Inc. (the “NASD”)
or to foreign dealers who are not eligible for membership in the
NASD and
who have agreed: (i) not to sell the Units within the United
States
of America, its territories or possessions or to persons who are
citizens
thereof or residents therein; and (ii) to abide by the applicable
Conduct Rules of the NASD.
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Delivery
and Payment:
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Delivery
of the Units shall be made on or about October ,
2005 or such later date as we may advise on not less than one day’s notice
to you, at the office of [Casimir Capital LP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇] or at such other place as we shall specify on not
less
than one day’s notice to you. Payment for the Units is to be made, against
delivery, at the authorized public offering price stated above,
or, if we
shall so advise you, at the authorized public offering price less
the
dealers’ selling concession stated above, by wire transfer or a certified
or official bank check in New York Clearing House Funds payable
to the
order of Casimir Capital LP.
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Termination:
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This
Agreement shall terminate at the close of business on the 45th
day
following the effective date of the Registration Statement (of
which the
enclosed Prospectus forms a part), unless extended at our discretion
for a
period or periods not to exceed in the aggregate 30 additional
days. We
may terminate this Agreement, whether or not extended, at any time
without
notice.
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2. Any
of the Units purchased by you hereunder are to be offered by you to the public
at the public offering price, except as herein otherwise provided and except
that a reallowance from such public offering price not in excess of the amount
set forth on the first page of this Agreement may be allowed as consideration
for services rendered in distribution to dealers that: (a) are actually
engaged in the investment banking or securities business; (b) execute
the
written agreement prescribed by Rule 2740 of the NASD Conduct Rules;
and
(c) are either members in good standing of the NASD or foreign banks,
dealers or institutions not eligible for membership in the NASD that represent
to you that they will promptly reoffer such Units at the public offering
price
and will abide by the conditions with respect to foreign banks, dealers and
institutions set forth in paragraph 9 below.
3. You,
by becoming a member of the Selected Dealers, agree: (a) upon effectiveness
of the Registration Statement and your receipt of the Prospectus, to take
up and
pay for the number of Units allotted and confirmed to you, (b) not
to use
any of the Units to reduce or cover any short position you may have and
(c) to make available a copy of the Prospectus to all persons who
on your
behalf will solicit orders for the Units prior to the making of such
solicitations by such persons. You are not authorized to give any information
or
to make any representations other than those contained in the Prospectus
or any
supplements or amendments thereto.
4. As
contemplated by Rule 15c2-8 under the Securities Exchange Act of 1934,
as
amended, we agree to mail a copy of the Prospectus to any person making a
written request therefor during the period referred to in the rules and
regulations adopted under such Act, the mailing to be made to the address
given
in the request. You confirm that you have delivered all preliminary prospectuses
and revised preliminary prospectuses, if any, required to be delivered under
the
provisions of Rule 15c2-8 and agree to deliver all copies of the Prospectus
required to be delivered thereunder. We have heretofore delivered to you
such
preliminary prospectuses as have been required by you, receipt of which is
hereby acknowledged, and will deliver such further prospectuses as may be
requested by you.
5. You
agree that until termination of this Agreement you will not make purchases
or
sales of the Units except: (a) pursuant to this Agreement;
(b) pursuant to authorization received from us; or (c) in the
ordinary
course of business as broker or agent for a customer pursuant to any unsolicited
order.
6. Additional
copies of the Prospectus and any supplements or amendments thereto shall
be
supplied in reasonable quantity upon request.
7. The
Units are offered by us for delivery when, as and if sold to, and accepted
by,
us and subject to the terms herein and in the Prospectus or any supplements
or
amendments thereto, to our right to vary the concessions and terms of offering
after their release for public sale, to approval of counsel as to legal matters
and to withdrawal, cancellation or modification of the offer without
notice.
8. Upon
written application to us, you shall be informed as to the jurisdictions
under
the securities or blue sky laws of which we believe the Units are eligible
for
sale, but we assume no responsibility as to such eligibility or the right
of any
member of the Selected Dealers to sell any of the Units in any jurisdiction.
We
acknowledge that you have advised us that sales of the Company’s securities
cannot be made from the state of New Jersey. You represent to us that all
sales
by you of the Company’s securities will be made by your offices outside the
state of New Jersey. We have caused to be filed a Further State Notice relating
to such of the Units to be offered to the public in New York in the form
required by, and pursuant to, the provisions of Article 23A of the
General
Business Law of the State of New York. Upon the completion of the public
offering contemplated herein, each member of the Selected Dealers agrees
to
promptly furnish to us, upon our request, territorial distribution reports
setting forth each jurisdiction in which sales of the Units were made by
such
member, the number of Units sold in such jurisdiction, and any further
information as we may request, in order to permit us to file on a timely
basis
any report that we as the Underwriters of the offering or manager of the
Selected Dealers may be required to file pursuant to the securities or blue
sky
laws of any jurisdiction.
9. You,
by becoming a member of the Selected Dealers, represent that you are actually
engaged in the investment banking or securities business and that you are:
(a) a member in good standing of the NASD and will comply with NASD
Conduct
Rule 2740; or (b) a foreign dealer or institution that is not eligible
for
membership in the NASD and that has agreed (i) not to sell Units within
the
United States of America, its territories or possessions or to persons who
are
citizens thereof or residents therein, (ii) that any and all sales
shall be
in compliance with Rule 2110-01 of the NASD’s Conduct Rules, (iii) to
comply, as though it were a member of the NASD, with Rules 2730, 2740
and
2750 of the NASD’s Conduct Rules, and to comply with Rule 2420 thereof as
that Rule applies to a non-member broker or dealer in a foreign
country.
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10. Nothing
herein shall constitute any members of the Selected Dealers’ partners with us or
with each other, but you agree, notwithstanding any prior settlement of accounts
or termination of this Agreement, to bear your proper proportion of any tax
or
other liability based upon the claim that the Selected Dealers constitute
a
partnership, association, unincorporated business or other separate entity
and a
like share of any expenses of resisting any such claim.
11. Casimir
Capital LP and Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. shall be Co-Managing Underwriters of
the offering and managers of the Selected Dealers and shall have full authority
to take such action as we may deem advisable in respect of all matters
pertaining to the offering or the Selected Dealers or any members of them.
Except as expressly stated herein, or as may arise under the Act, we shall
be
under no liability to any member of the Selected Dealers as such for, or
in
respect of: (i) the validity or value of the Units; (ii) the
form of,
or the statements contained in, the Prospectus, the Registration Statement
of
which the Prospectus forms a part, any supplements or amendments to the
Prospectus or such Registration Statement, any preliminary prospectus, any
instruments executed by, or obtained or any supplemental sales data or other
letters from, the Company, or others; (iii) the form or validity of
the
Underwriting Agreement or this Agreement; (iv) the eligibility of
any of
the Units for sale under the laws of any jurisdiction; (v) the delivery
of
the Units; (vi) the performance by the Company, or others of any agreement
on its or their part; or (vii) any matter in connection with any of
the
foregoing, except our own want of good faith.
12. If
for federal income tax purposes the Selected Dealers, among themselves or
with
the Underwriters, should be deemed to constitute a partnership, then we elect
to
be excluded from the application of Subchapter K, Chapter 1, Subtitle A of
the
Internal Revenue Code of 1986, as amended, and we agree not to take any position
inconsistent with such selection. We authorize you, in your discretion, to
execute and file on our behalf such evidence of such election as may be required
by the Internal Revenue Service.
13. All
communications from you shall be addressed to Casimir Capital LP at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇, CEO
and
Cantor ▇▇▇▇▇▇▇▇▇▇ & Co., ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇, Global Head of Investment
Banking. Any notice from us to you shall be deemed to have been fully authorized
by the Underwriters and to have been duly given if mailed, telegraphed or
sent
by confirmed facsimile transmittal to you at the address to which this letter
is
mailed. This Agreement shall be construed in accordance with the laws of
the
State of New York without giving effect to conflict of laws. Time is of the
essence in this Agreement.
If
you
desire to become a member of the Selected Dealers, please advise us to that
effect immediately by facsimile transmission and sign and return to us the
enclosed counterpart of this letter.
| Very truly yours, | |||
| CASIMIR CAPITAL L.P. | |||
| By: | |||
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▇▇▇▇▇▇▇ ▇▇▇▇▇ CEO |
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CANTOR
▇▇▇▇▇▇▇▇▇▇ & CO.
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| By: | |||
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▇▇▇▇ ▇▇▇▇▇▇ Global Head of Investment Banking |
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We
accept
membership in the Selected Dealers on the terms specified above.
Dated: ,
2005
| Selected Dealer Name: | |
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| By: | |
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Name:
Title:
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