AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER
Exhibit
2.1
AMENDMENT
NO. 3
TO
THIS
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER
(this
“Amendment”)
is
made and entered into this 17th day of August, 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 as amended by Amendment No. 1 to the Agreement and Plan of
Merger, dated June 30, 2006, and Amendment No. 2 to the Agreement and Plan
of
Merger, dated July 31, 2006 (as amended, the “Merger
Agreement”),
which
provides for the merger of Acquisition Sub with and into Target on the term
and
conditions set forth in the Merger Agreement. Capitalized terms used herein
and
not otherwise defined shall have the meanings assigned thereto in the Merger
Agreement.
The
parties desire to amend the provisions of the Merger 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 Merger
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 November 30,
2006;
or”
2. Except
as
set forth above, the remaining terms and conditions of the Merger 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.
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. | |||
By: | /s/ Xxxx Xxxxxxxxx | ||
Xxxx Xxxxxxxxx | |||
Chairman | |||
Target: | |||
TANDEM ENERGY HOLDINGS, INC. | |||
By: | /s/ Xxx X. Xxxx | ||
Xxx X. Xxxx | |||
President | |||
Acquisition Sub: | |||
PER ACQUISITION CORP. | |||
By: | /s/ Xxxx Xxxxxxxxx | ||
Xxxx Xxxxxxxxx | |||
President |
The
following persons hereby acknowledge that (i) they are the Major Shareholders
defined in the Merger 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.
/s/ Xxx X. Xxxx | |||
Xxx X. Xxxx | |||
/s/ Xxxx X. Xxxxxxxx | |||
Xxxx X. Xxxxxxxx | |||
/s/ Xxxxxxx X. Xxxxxxxxxx | |||
Xxxxxxx X. Xxxxxxxxxx | |||
/s/ Xxxx X. Xxxxxx | |||
Xxxx X. Xxxxxx |