AMENDMENT NO. 7 TO ASSET ACQUISITION AGREEMENT 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 26^th 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 Mixon 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:

 

“Mixon Drilling. Prior to the Closing Date, Seller shall cause Mixon Drilling Inc. to declare and pay a property dividend consisting of all of the assets of Mixon 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.

 

 

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/ Tim G. Culp                                   Tim G. Culp, President Platinum: PLATINUM ENERGY RESOURCES, INC. By: /s/ Mark Nordlicht    Mark Nordlicht, Chairman Buyer: PER ACQUISITION CORPORATION By: /s/ Mark Nordlicht    Mark Nordlicht, President

 

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/ Tim Culp______________________

Tim G. Culp

 

/s/ Jack Chambers__________________

Jack A. Chambers

Michael G. Cunningham

Todd M. Yocham