AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Exhibit
10.1
AMENDMENT
NO. 1
TO
THIS
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
(this
“Amendment”)
is
made and entered into as of the 30th day of June, 2006, by and between Platinum
Energy Resources, Inc.,
a
Delaware corporation (“Parent”),
Tandem
Energy Holdings, Inc.,
a
Nevada corporation (“Target”),
and
PER
Acquisition Corp.,
a
Delaware corporation (“Acquisition
Sub”).
Background
The
parties have entered into that certain Agreement and Plan of Merger, dated
January 26, 2006 (the “Agreement”),
which
provides for the merger of Acquisition Sub with and into Target on the term
and
conditions set forth in the Agreement. Capitalized terms used herein and
not
otherwise defined shall have the meanings assigned thereto in the
Agreement.
The
parties desire to amend the provisions of the Agreement on the terms and
conditions set forth herein.
Terms
and Conditions
In
consideration of the mutual benefits to be derived from this Amendment, and
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, and intending to be legally bound hereby, the parties
hereto hereby agree as follows:
1. Section
7.01(d) of the Agreement is hereby amended in its entirety to read as
follows:
“(d) By
either
of Parent or Target if the Effective Date has not occurred by August 31,
2006;
or”
2.
Except
as
set forth above, the remaining terms and conditions of the Agreement shall
not
be amended by this Amendment and shall remain in full force and effect, and
binding in accordance with their respective terms.
3. This
Amendment may be executed in two or more counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute
one and the same instrument.
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Signatures
To
evidence the binding effect of the foregoing terms and condition, the parties
have caused their respective duly authorized representative to execute and
deliver this Amendment on the date first above written.
Parent: | ||
PLATINUM ENERGY RESOURCES, INC. | ||
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By: | /s/ Xxxx Xxxxxxxxx | |
Xxxx Xxxxxxxxx, Chairman
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Target: | ||
TANDEM ENERGY HOLDINGS, INC. | ||
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By: | /s/ Xxx
X.
Xxxx |
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Xxx
X. Xxxx
President
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Acquisition Sub: | ||
PER ACQUISITION CORP. | ||
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By: | /s/ Xxxx Xxxxxxxxx | |
Xxxx Xxxxxxxxx President |
2
The
following persons hereby acknowledge that (i) they are the Major Shareholders
defined in the Agreement, and (ii) they are executing and delivering this
Amendment in their individual capacities to evidence their agreement to be
bound
by the terms of this Amendment.
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By: | /s/ Xxx X. Xxxx | |
Xxx X. Xxxx |
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By: | /s/ Xxxx X. Xxxxxxxx | |
Xxxx X. Xxxxxxxx |
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By: | /s/ Xxxxxxx X. Xxxxxxxxxx | |
Xxxxxxx X. Xxxxxxxxxx |
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By: | /s/ Xxxx X. Xxxxxx | |
Xxxx X. Xxxxxx |
3