PURCHASE AGREEMENT
THIS
PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 15th day of
August, 2007, by and between Xxxxx
Xxxxxxxx
(“Xxxxxxxx”) and Xxxxx X. Xxxxxx (“Xxxxxx”).
WITNESSETH:
WHEREAS,
Xxxxxx is the owner of 45,000 shares (the “Shares”) of common stock, par value
$0.0001 per share, of Platinum Energy Resources, Inc. (the
“Company”);
WHEREAS,
Xxxxxx purchased the Shares, and the Company issued the Shares to Xxxxxx,
pursuant to a Stock Subscription Agreement dated as of May 2005 (the
“Subscription Agreement”);
WHEREAS,
Xxxxxx was a director of the Company since its inception in May 2005 until
May
16, 2007, when Xxxxxx resigned as a director of the Company;
WHEREAS,
pursuant to Section 3.2 of the Subscription Agreement, in the event that Xxxxxx
ceases to be a director of the Company, Kostiner has the right to purchase
the
Shares from Xxxxxx, and Xxxxxx is obligated to sell the Shares to Kostiner,
for
a purchase price of $0.0001 per share, during the three month period from the
date of Xxxxxx’x termination of his position as a director;
WHEREAS,
Kostiner wishes to exercise his Lapsing Repurchase Right (as defined in said
Section 3.2 the Subscription Agreement) and Xxxxxx wishes to sell his Shares
to
Kostiner by executing this Purchase Agreement;
WHEREAS,
Kostiner, Xxxxxx and the Shares are subject to an Escrow Agreement dated as
of
October 28, 2005 (the “Escrow Agreement”), which restricts the sale of the
Shares until the expiration of the Escrow Period (as defined therein), but
pursuant to which Kostiner and Xxxxxx (along with the other initial shareholders
of the Company) retain all of their rights as shareholders;
WHEREAS,
Kostiner is also subject to the following agreements relating to his ownership
of securities in the Company: (1) that certain Stock Subscription Agreement
dated June 3, 2005 between Kostiner and the Company (the “Kostiner Subscription
Agreement”); and (2) that certain Insider Letter dated September 22, 2005 by and
among the Company, Xxxxxx Capital LP and Kostiner (the “Kostiner Insider
Letter”);
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the parties do hereby agree as
follows:
SECTION
1. Sale
of Shares; Escrow Instructions.
1.1 Subject
to the terms and conditions contained herein, Xxxxxx hereby agrees to sell
to
Kostiner, and Kostiner agrees to purchase from Xxxxxx, on the date on which
the
Escrow Period (as defined in the Escrow Agreement) expires (herein referred
to
as the “Escrow Period Expiration Date”) the Shares for a purchase price of
$0.0001 per share, or the aggregate purchase price of $4.50. For the sake of
clarity, no actual sale or transfer of the Shares shall occur until the Escrow
Period Expiration Date. On the Escrow Period Expiration Date, Kostiner shall
deliver to Xxxxxx, at the address showing on the signature page hereto, a check
in the aggregate amount of the purchase price. The parties hereto agree that
by
executing this agreement, Kostiner has effectively exercised his Lapsing
Repurchase Right (as defined in Section 3.2 the Subscription
Agreement).
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1.2 This
Agreement shall serve as the written instructions to the escrow agent pursuant
to Section 3 of the Escrow Agreement to disburse the Shares (and any Non-Cash
Dividends, as defined in the Escrow Agreement, with respect thereto) to Kostiner
at the expiration of the Escrow Period, subject to the earlier liquidation
of
the Company.
SECTION
2. Restrictions
on Shares.
2.1 Subject
to Agreements.
Kostiner understands and, by executing this Agreement does hereby agree, that
the Shares are and shall be subject to: (1) the Kostiner Subscription Agreement
as though purchased from the Company thereunder; and (2) the Kostiner Insider
Letter as though the Shares are part of the Insider Shares, as defined in the
Kostiner Insider Letter. The Shares shall also remain subject to the provisions
of the Escrow Agreement.
2.2 Restrictive
Legends.
The
certificates representing the Share may contain restrictive legends to the
effect that they are restricted securities and cannot be resold except according
to state and federal law and that they are subject to the agreements set forth
in Section 2.1 above.
SECTION
3. Investment
Representations of Kostiner.
In
connection with the purchase of the Shares, Kostiner does hereby represent
and
warrant as follows:
(a) Investment
Intent; Capacity to Protect Interests.
Kostiner is acquiring the Shares solely for his own account for investment
and
not with a view to or for sale in connection with any distribution of the Shares
or any portion thereof and not with any present intention of selling, offering
to sell or otherwise disposing of or distributing the Shares or any portion
thereof in any transaction other than a transaction exempt from registration
under the Securities Act of 1933 (the “Securities Act”).
(b) Restricted
Securities.
Kostiner understands and acknowledges that the sale of the Shares has not been
registered under the Securities Act; that the Shares must be held indefinitely
unless subsequently registered under the Securities Act or an exemption from
such registration is available; and that, except as may be provided in any
other
Agreement between the Company and Kostiner, the Company is under no obligation
to register the Shares. Kostiner has no need for liquidity relating to his
investment in the Shares and is able to bear the economic risk of his investment
in the Shares for an indefinite period of time.
(c) Disposition
under Rule 144.
Kostiner understands that the Shares are restricted securities within the
meaning of Rule 144 promulgated under the Securities Act; that the exemption
from registration under Rule 144 will not be available in any event for at
least
one (1) year from the date of purchase of any payment for the Shares, and even
then will not be available unless (i) a public trading market then exists for
the Shares, (ii) adequate information concerning the Company is then available
to the public, and (iii) other terms and conditions of Rule 144 are complied
with; and that any sale of the Shares may be made only in limited amounts in
accordance with such terms and conditions.
(d) Investor
Sophistication.
Kostiner has generally such knowledge and experience in business and financial
matters and with respect to investments in securities so as to enable him to
understand and evaluate the risks and benefits of his investment in the Shares.
As Chief Executive Officer and a director of the Company, he has full access
to
all information concerning the Company.
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SECTION
4. Successors
and Assigns.
Except
as otherwise expressly provided herein, this Agreement shall bind and inure
to
the benefit of Kostiner and Xxxxxx and their respective successors or heirs,
distributees and personal representatives and assigns.
SECTION
5. 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.
SECTION
6. Changes.
The
terms and provisions of this Agreement may not be modified or amended, or any
of
the provisions hereof waived, temporarily or permanently, without the prior
written consent of each of the parties hereto.
SECTION
7. Counterparts.
This
Agreement may be executed in any number of counterparts, and each such
counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement and that execution
may
be delivered by facsimile.
SECTION
8. Headings.
The
benefits 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.
SECTION
9. Severability.
Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability. Such prohibition or unenforceability
in
any one jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.
SECTION
10. Governing
Law.
This
Agreement shall be governed by the internal law of the State of Delaware,
without regard to the conflicts of law principles thereof.
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IN
WITNESS WHEREOF, the parties hereto have executed this Purchase Agreement as
of
the date and year first written above.
/s/
Xxxxx
Xxxxxxxx
Xxxxx
Xxxxxxxx
/s/
Xxxxx X.
Xxxxxx
Xxxxx
X. Xxxxxx
Address:
_______________________
_______________________
_______________________
Acknowledged
and Agreed to by:
Platinum
Energy Resources, Inc.
By:
/s/
Xxxx Xxxxxxxxx
Name:
Xxxx Xxxxxxxxx
Title:
Chairman
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