Contract
Exhibit 99.4
This
agreement is made this January 26, 2010 between Xxxxx Xxxxxx and each and
every entity that he controls through majority ownership (collectively, “Xxxxx”)
and Pacific International Group Holdings LLC (“Pacific”).
1. Whereas
Xxxxx has advised Pacific that Xxxxx and Platinum Energy Resources Inc
(“Platinum”) intend to settle with each other, and to release each other from,
any and all claims (the “Claims”) which Xxxxx and Platinum have or may have
against each other, in return for Platinum delivering to Xxxxx, or to Lance’s
designee, approximately 537,000 common shares (the “A Shares”) of Platinum (the
“Settlement”); and,
2. Whereas
in addition to his receiving the A Shares, Xxxxx wishes to be paid a certain
cash fee (the “Fee”), in order for Xxxxx to agree to the Settlement;
and,
3. Whereas
Xxxxx currently owns and holds in his possession, free and clear of all
encumbrances, approximately 178,000 common shares of Platinum (the “B Shares”);
and,
4. Whereas
Xxxxx is prepared to agree to and accept the Settlement only if (i)
Pacific agrees to buy from Xxxxx all of the A Shares and B Shares (collectively,
the “Shares”) at the price (“Price”) of 50 cents per share and (ii) Xxxxx
is paid the Fee described in item #5 below; and,
5. Whereas
the amount of the Fee will be equal to the amount by which $425,000 exceeds the
total Price of all of the Shares; and,
6. Whereas
Xxxxx has already commenced and is in the process of legal proceedings (the “Law
Suit”) against Platinum whereby Xxxxx seeks to recover significant damages from
Platinum; and,
7. Whereas
all of Lance’s claims in the Law Suit include the Claims; and,
8. Whereas
Pacific is the largest shareholder of Platinum and therefore Pacific desires
that the Settlement be implemented so that the cloud of the Claims and Law Suit
are removed from Platinum.
9. Now,
therefore, in consideration of the mutual covenants and agreements of the
parties herein and other good and valuable consideration, the receipt and
sufficiency of which each of the parties hereto acknowledges, the parties hereto
agree as follows:
10. Pacific
does hereby acquire the Shares from Xxxxx and Xxxxx does hereby sell the Shares
to Pacific at the Price.
11. Xxxxx
does hereby agree to transfer and deliver the B Shares to Pacific, free and
clear of all encumbrances, immediately upon execution hereof by
Xxxxx.
12. Xxxxx
does hereby agree, simultaneously with the execution of the Settlement, to
instruct Platinum to issue the A Shares directly to Pacific.
13. Xxxxx
shall upon its execution hereof provide Pacific with Lance’s wiring transfer and
bank routing instructions for Pacific to wire the Price for the A Shares, the
Price for the B Shares and the Fee, as the case may be, to Xxxxx.
14. Upon
receipt by Pacific of the B Shares, free and clear of all encumbrances, Pacific
shall wire transfer to Xxxxx, in accordance with the wiring instructions
referred to in item #13 above, the Price for the B Shares.
15. Upon
receipt by Pacific of the A Shares, free and clear of all encumbrances, Pacific
shall wire transfer to Xxxxx, in accordance with the wiring instructions
referred to in item #13 above, the Price for the A Shares and the
Fee.
16. The total
sum of the Price for the Shares and the Fee shall be $425,000.
17. Any
disputes, impasses, disagreements and conflicts (if any) amongst the parties
hereto with respect to the matters herein shall be resolved and determined by
arbitration according to the Commercial Arbitration Rules of the American
Arbitration Association.
18. This
agreement will be governed by the laws of the State of New York.
19. Notices
to the parties may be delivered to the following addresses:
To
Pacific at:
|
|
POB
11V,
|
0000
Xxxxx Xxxxxx Xxxxxxx
Xxxxxxxxx,
Xxx Xxxx 00000
OR
at
Xxx@xxxxxxxxxx.xxx
To Xxxxx
at:
0000
000xx Xxxxxx
Xxxxxxx,
XX 00000
OR
at
xxxxxxx@xxxxxxxxx.xxx
The
parties hereto do hereby confirm and record their respective agreement to, and
acceptance of, the terms and contents of this agreement by signing a copy hereof
on their respective designated area below:
| PACIFIC | |||
|
|
By:
|
/s/ Syd Xxxxxxxxxx | |
| XXXXX | |||
|
|
|
/s/ Xxxxx Xxxxxx | |
