TERMINATION AGREEMENT
THIS
TERMINATION AGREEMENT
(this
“Agreement”)
is
dated as of the 26th day of October, 2006, by and between Platinum Energy
Resources, Inc., a Delaware corporation (“Platinum”),
and
Xxxxx Xxxxxx, an individual (“Xxxxxx”).
WHEREAS,
on
January 26, 2006, Platinum, Tandem Energy Holdings, Inc. (“Tandem”)
and
PER Acquisition Corp. (“PER”)
and
certain stockholders of Tandem, entered into an Agreement and Plan of Merger
(as
amended, the “Merger
Agreement”)
pursuant to which PER was to merge with and into Tandem; and
WHEREAS,
in
connection with the proposed merger, on January 26, 2006, Platinum entered
into
a letter agreement with Xxxxxx pursuant to which Platinum agreed to pay to
Xxxxxx a fee for his services in connection with the proposed merger, including
introduction of the parties, as well as for future consulting services (the
“Letter
Agreement”);
and
WHEREAS,
in
connection with the parties’ determination to restructure the proposed
transaction, on October 4, 2006, the Merger Agreement was terminated by the
parties and on October 4, 2006, Platinum, PER, Tandem Energy Corporation
(“TEC”)
and
certain stockholders of Tandem, entered into an Asset Acquisition Agreement
and
Plan of Reorganization (the “Acquisition
Agreement”)
pursuant to which PER will acquire substantially all of the assets and assume
substantially all of the liabilities of TEC (the “Acquisition”);
and
WHEREAS,
in
light of the restructured transaction, Platinum and Xxxxxx wish to jointly
terminate the Letter Agreement.
NOW
THEREFORE,
in
consideration of the mutual promises, covenants and agreements herein contained,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound,
agree as follows:
1. Termination
Platinum
and Xxxxxx hereby agree that the Letter Agreement is hereby terminated as of
the
date hereof and is void and of no further force or effect without any liability
on the part of Xxxxxx, Platinum or its past, present and future officers,
stockholders, directors, employees, representatives, attorneys, agents,
successors, divisions, companies, subsidiaries, parents and affiliates (and
past, present and future agents, directors, officers, stockholders, employees,
representatives and attorneys of such divisions, companies, subsidiaries and
affiliates)
2. Representation
and Warranties
Each
parties represents and warrants that it is duly authorized to execute and
deliver this Agreement and that this Agreement is a valid binding obligation
of
such party enforceable in accordance with its terms.
2. Release
Xxxxxx,
on behalf of himself, his agents, representatives, attorneys, assigns, heirs,
executors, and administrators, hereby unconditionally and irrevocably remises,
releases and forever discharges Platinum, Tandem, TEC and Shamrock Energy
Corporation and their respective past, present and future officers,
stockholders, directors, employees, representatives, attorneys, agents,
successors, divisions, companies, subsidiaries, parents and affiliates (and
past, present and future agents, directors, officers, stockholders, employees,
representatives and attorneys of such divisions, companies, subsidiaries and
affiliates), or any of them (collectively, the “Releasees”), of and from any and
all suits, claims, demands, interest, costs, attorneys’ fees, expenses, actions
and causes of action, rights, liabilities, obligations, promises, contracts,
controversies, losses and debts of any nature whatsoever that Xxxxxx, or his
heirs, successors, legal representatives or assigns, now
has,
owns or holds, or at any time heretofore ever had, owned or held, or could
have
owned or held, whether known or unknown, suspected or unsuspected. This release
specifically includes any and all contracts and agreements, including the Letter
Agreement, by and between any of the Releasees and Xxxxxx and/or any of his
affiliates, all of which are hereby released, waived, terminated and discharged
and any such contracts or agreements shall be null and void and of no further
effect as between the parties thereto, except for the Finders Agreement and
the
Consulting Agreement, dated even date herewith. Xxxxxx further covenants and
agrees that he shall forever forbear from pursuing and does hereby waive and
withdraw any legal proceedings, administrative or judicial, against the
Releasees asserting any claim of any arising out of or that may have existed
at
any time on or prior to the date of this Agreement. Xxxxxx represents that
he
has not assigned any asserted or unasserted claims to any person or entity
and
acknowledges that Platinum enters into this Agreement in reliance on that
representation. Nothing herein shall preclude Xxxxxx from enforcing the terms
of
this Agreement.
3. Miscellaneous
(a) Successors
and Assigns; Entire Agreement; No Assignment; Severability.
This
Agreement shall bind and inure to the benefit of the parties hereto and their
respective successors or heirs, distributes and personal representatives. This
Agreement contains the entire agreement between the parties with respect to
the
subject matter hereof and supersedes other prior and contemporaneous
arrangements or understandings, whether written or oral, with respect thereto.
This Agreement may not be assigned without the prior written consent of the
other party. If any portion of this Agreement is deemed unenforceable, such
provision shall be enforced to the fullest extent permitted by law and the
remainder of this Agreement shall remain in full force and effect.
(b) Notices.
All
notices, consents and other communications under this Agreement shall be in
writing and shall be deemed to have been duly given (a) when delivered by hand
or (b) five (5) business days after being mailed, prepaid postage, certified
mail, return receipt requested as follows: If to the Company: Platinum Energy
Resources, Inc., 00 Xxxxxxxx Xxxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 Attention:
Xxxxx Xxxxxxxx, President, facsimile (000) 000-0000. If to Xxxxxx: Xxxxx X.
Xxxxxxxx Esq., Law Offices of Xxxxx X. Xxxxxxxx P.C., 0000 000xx
Xxxxxx,
Xxxxxxx, Xxxxx 00000, facsimile (000) 000-0000.
(c) Changes;
No Waiver.
The
terms and provisions of this Agreement may not be modified or amended, or any
of
the provisions hereof waived, temporarily or permanently, without the prior
written consent of each of the parties hereto. A waiver or failure to enforce
the terms of this Agreement or any similar agreement by a party in one instance
shall not constitute a waiver of its rights hereunder with respect to other
violations of this or any other agreement. This Agreement may be executed in
separate counterparts, each of which shall be an original and all of which
when
taken together shall constitute one and the same agreement.
(d) Governing
Law.
This
Agreement and (unless otherwise provided) all amendments hereof and waivers
and
consents hereunder shall be governed by the internal law of the State of New
York, without regard to the conflicts of law principles thereof.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
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PLATINUM
ENERGY RESOURCES, INC.
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| By: | /s/ Xxxxx Xxxxxxxx | |
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Name: Xxxxx Xxxxxxxx |
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| Title: Chief Executive Officer | ||
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/s/
Xxxxx Xxxxxx
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XXXXX
XXXXXX
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