EXHIBIT 99.3
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, dated as of July 28, 2009 (this
"Agreement"), is by and among HARSHEL XXX XXXXXXXX ("Xxx") and XXXXXX XXXX
XXXXXXXX ("Xxxxxx," and together with Xxx, the "Sellers") and PACIFIC
INTERNATIONAL GROUP HOLDINGS LLC ("Buyer").
WHEREAS, Xxx owns 88,165 shares (the "Xxx Shares") of common stock,
par value $0.0001 per share ("Common Stock") of Platinum Energy Resources, Inc.,
a Delaware corporation (the "Company"), and Xxxxxx owns 1,410,650 shares of
Common Stock, 209,597 shares of which are held in escrow;
WHEREAS, Buyer desires to purchase from Xxx and Xxx desires to sell
to Buyer the Xxx Shares; and
WHEREAS, Buyer desires to purchase from Xxxxxx and Xxxxxx desires to
sell to Buyer 1,201,053 shares of Common Stock (the "Xxxxxx Shares" and together
with the Xxx Shares, the "Purchased Shares");
NOW, THEREFORE, the parties hereto agree as follows:
1 SALE AND TRANSFER OF SHARES
As of the date hereof:
(a) Xxx hereby sells, conveys, assigns and transfers to Buyer, and
Buyer hereby purchases and acquires from Xxx, all of Rex's rights, title and
interests in and to the Xxx Shares; and
(b) Xxxxxx hereby sells, conveys, assigns and transfers to Buyer,
and Buyer hereby purchases and acquires from Xxxxxx, all of Jackie's rights,
title and interests in and to the Xxxxxx Shares.
2 STOCK CERTIFICATES
Immediately upon execution of this Agreement:
(a) Xxx shall deliver to Buyer a stock certificate or stock
certificates representing the Xxx Shares accompanied by a stock power in a form
acceptable to Buyer and duly endorsed in blank (the "Xxx Certificate and Stock
Power"); and
(b) Xxxxxx shall deliver to Buyer a stock certificate or stock
certificates representing the Xxxxxx Shares accompanied by a stock power in a
form acceptable to Buyer and duly endorsed in blank (the "Xxxxxx Certificate and
Stock Power").
3 PURCHASE PRICE
(a) Upon receipt of the Xxx Certificate and Stock Power, Buyer shall
pay to Xxx, by wire transfer in immediately available federal funds, to an
account designated by Xxx, the sum of $44,082.50 (the "Xxx Purchase Price"); and
(b) Upon receipt of the Xxxxxx Certificate and Stock Power, Buyer
shall pay to Xxxxxx, by wire transfer in immediately available federal funds, to
an account designated by Xxxxxx, the sum of $600,536.50 (together with the Xxx
Purchase Price, the "Purchase Price").
4 FORBEARANCE
If any claim (alleging fraud, criminal misconduct or otherwise) is
brought against one or both of the Sellers and such claim also seeks the
cancellation of any of the Purchased Shares in connection with any action,
inaction or omission of any of the Sellers as a director, officer or fiduciary
of Tandem Energy Holdings, Inc., then Buyer agrees to forebear from seeking
reimbursement of any or all of the Purchase Price from the Sellers.
5 GOVERNING LAW
This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York and each of the parties hereto consents
to the exclusive jurisdiction of any federal court located in the Southern
District of New York and any New York state court located in the City of New
York, Borough of Manhattan in the event of any action, suit or proceeding
relating to this Agreement.
6 COUNTERPARTS
This Agreement may be executed in any number of counterparts, each
of which when so executed shall be deemed an original but all of which together
shall constitute one and the same instrument. The facsimile, email or other
electronic transmission of the Agreement, shall be the same as delivery of an
original. At the request of any party hereto the parties hereto shall confirm
facsimile, email or other electronically transmitted signatures by signing an
original copy of this Agreement for delivery between the parties hereto.
7 SUCCESSORS AND ASSIGNS
Except as otherwise expressly provided herein, this Agreement shall
bind and inure to the benefit of Buyer and Sellers and their respective
xxxxxxxxxx, xxxxx, xxxxxxx, distributees, personal representatives and assigns.
8 ENTIRE AGREEMENT
This Agreement contains the entire agreement among the parties with
respect to the subject matter hereof and supersedes other prior and
contemporaneous arrangements or understandings with respect thereto.
9 CHANGES
The terms and provisions of this Agreement may not be modified or
amended, temporarily or permanently, without the prior written consent of each
of the parties hereto, nor may any such term or provision be waived without the
prior written consent of the party hereto entitled to the benefit of such term
or provision.
10 HEADINGS
The headings of the various sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed to be part of
this Agreement.
11 SEVERABILITY
If any provision of this Agreement shall be invalid or unenforceable
in any jurisdiction, such invalidity or unenforceability shall not affect the
validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of any provision of this
Agreement in any other jurisdiction.
{Remainder of Page Left Blank Intentionally. Signatures on Following Page}
IN WITNESS WHEREOF, Xxx, Xxxxxx and Buyer have caused this Agreement to be
executed as of the date first written above.
/s/ Harshel Xxx Xxxxxxxx
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HARSHEL XXX XXXXXXXX
/s/ Xxxxxx Xxxx Xxxxxxxx
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XXXXXX XXXX XXXXXXXX
PACIFIC INTERNATIONAL GROUP HOLDINGS
LLC
By: /s/ Xxx Xxxxxxxxxx
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Name: Xxx Xxxxxxxxxx
Title: Manager
