AMENDMENT NO. 3 TO ASSET ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION
AMENDMENT
NO. 3
TO
AND
PLAN
OF REORGANIZATION
THIS
AMENDMENT NO. 3 TO ASSET ACQUISITION AGREEMENT AND PLAN OF
REORGANIZATION
(this
“Amendment”)
is made
and entered into this 29th day of March, 2007, by and between Tandem
Energy Corporation,
a
Colorado corporation (“Seller”),
Platinum
Energy Resources, Inc.,
a
Delaware corporation (“Platinum”),
and
PER
Acquisition Corp.,
a
Delaware corporation (“Buyer”).
BACKGROUND
The
parties have entered into that certain Asset Acquisition Agreement and Plan
of
Reorganization dated October 4, 2006, as amended by Amendment No. 1 to the
Asset
Acquisition Agreement and Plan of Reorganization, dated December 6, 2006 and
Amendment No. 2 to the Asset Acquisition Agreement and Plan of Reorganization,
dated February 9, 2007 (as amended, the “Agreement”),
which
provides for the acquisition by Buyer of all of the assets of Seller and the
assumption by Buyer of substantially all of the liabilities of Seller.
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.
The
reference in Section 7.01(b) of the Agreement to “March 31, 2007” is hereby
deleted and “May 31, 2007” is substituted in its place.
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.
Seller:
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TANDEM
ENERGY CORPORATION
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By:
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/s/
Xxx X. Xxxx
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Xxx
X. Xxxx
President
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Platinum:
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PLATINUM
ENERGY RESOURCES, INC.
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By:
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/s/
Xxxx Xxxxxxxxx
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Xxxx
Xxxxxxxxx,
Chairman
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Buyer:
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PER
ACQUISITION CORPORATION
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By:
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/s/
Xxxx Xxxxxxxxx
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Xxxx
Xxxxxxxxx
President
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CONTROL
PERSON AGREEMENT
The
following persons hereby acknowledge that (i) they are the Control Persons
defined in the Agreement described in the Amendment, and (ii) they are executing
and delivering this Control Person Agreement in their individual capacities
to
consent to the amendments to the Agreement contained in the foregoing
Amendment.
/s/
Xxx X. Xxxx
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Xxx
X. Xxxx
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/s/
Xxxx X. Xxxxxxxx
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Xxxx
X. Xxxxxxxx
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/s/
Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx
X. Xxxxxxxxxx
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/s/
Xxxx X. Xxxxxx
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Xxxx
X. Xxxxxx
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