AMENDMENT NO. 7 TO ASSET ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION
AMENDMENT
NO. 7
TO
AND
PLAN
OF REORGANIZATION
THIS
AMENDMENT NO. 7 TO THE ASSET ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION
(this
“Amendment”)
is
made and entered into this 26th
day of
October, 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,
Amendment No. 2 to the Asset Acquisition Agreement and Plan of Reorganization
dated February 9, 2007, Amendment No. 3 to the Asset Acquisition Agreement
and
Plan of Reorganization dated March 29, 2007, Amendment No. 4 to the Asset
Acquisition Agreement and Plan of Reorganization dated June 1, 2007, Amendment
No. 5 to the Asset Acquisition Agreement and Plan of Reorganization dated July
18, 2007, and Amendment No. 6 to the Asset Acquisition Agreement and Plan of
Reorganization dated September 4, 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
1.
Subsection
(ix) of Section 1.01(d) of the Agreement is deleted in its
entirety.
2. Following
Subsection (xvii) of Section 1.01(d) of the Agreement, the following paragraph
is inserted as part of the definition of “Assets”:
“Notwithstanding
the preceding, for the purposes of this Agreement, the term “Assets” shall
expressly exclude the capital stock of Xxxxx Drilling, Inc. and the limited
partnership units in Spring Creek Limited Partnership owned by
Seller.”
3. The
following Section 5.01(c) is hereby added to the Agreement:
“Xxxxx
Drilling. Prior
to
the Closing Date, Seller shall cause Xxxxx Drilling Inc. to declare and pay
a
property dividend consisting of all of the assets of Xxxxx Drilling, Inc.,
including without limitation, its drilling rigs and equipment to Seller, its
sole stockholder.”
4. 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.
5. 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.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
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:
TANDEM
ENERGY CORPORATION
By:
/s/
Xxx X.
Xxxx
Xxx
X. Xxxx,
President
Platinum:
PLATINUM
ENERGY RESOURCES, INC.
By:
/s/
Xxxx Xxxxxxxxx
Xxxx
Xxxxxxxxx,
Chairman
Buyer:
PER
ACQUISITION CORPORATION
By:
/s/
Xxxx Xxxxxxxxx
Xxxx
Xxxxxxxxx,
President
|
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 Culp______________________
Xxx
X.
Xxxx
/s/
Xxxx Chambers__________________
Xxxx
X.
Xxxxxxxx
/s/
Xxxxxxx X. Cunningham___________
Xxxxxxx
X. Xxxxxxxxxx
/s/
Xxxx X. Xxxxxx ________________
Xxxx
X.
Xxxxxx
