TERMINATION AGREEMENT
THIS
TERMINATION AGREEMENT (this
“Agreement”)
is made and entered into this 4th day of October 2006, by and between
Platinum
Energy Resources, Inc.,
a Delaware corporation (“Parent”),
Tandem
Energy Holdings, Inc.,
a Nevada corporation (“Target”),
and PER
Acquisition Corp.,
a Delaware corporation (“Acquisition
Sub”)
and certain stockholders of Target (the “Major
Shareholders”).
Parent, Target, Acquisition Sub and Major Shareholders shall herein collectively
be referred to as the “Parties”,
and each, a “Party”.
RECITALS
WHEREAS,
Parent, Acquisition Sub, Target and Major Shareholders entered into an Agreement
and Plan of Merger, dated as of January 26, 2006, as amended by Amendment No.
1
dated June 30, 2006, Amendment No. 2 dated July 31, 2006 and Amendment No.
3
dated August 17, 2006 (collectively, the “Merger
Agreement”);
and
WHEREAS,
pursuant to Section 7.01(a) of the Merger Agreement, the Parties desire to
mutually terminate the Merger Agreement pursuant to the terms and conditions
hereof.
NOW,
THEREFORE,
in
consideration of the foregoing and the mutual representations, warranties,
covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
parties agree as follows:
1.
|
Termination.
|
(a) Pursuant
to Section 7.01(a) of the Merger Agreement, Parent,
Target, Acquisition Sub and
the
Major Shareholders hereby
agree that the Merger Agreement is hereby terminated as of the date hereof
and
the entire Merger Agreement is void and of no further force or effect without
any liability on the part of Parent, Target, Acquisition Sub, and the Major
Shareholders or any of their respective past or present directors, officers,
employees, agents, accountants, counsel, financial advisors, subsidiaries,
successors and other representatives and Affiliates.
(b) Each
Party hereby releases the other Party and its directors and executive officers
from any and all liability of any type or nature whatsoever related to or
arising out of the Merger Agreement and the transactions contemplated thereby.
2. Authority.
Each
Party represents and warrants to the others that it is duly authorized to
execute and deliver this Agreement, that no further corporate authorizations
(including stockholder approvals) are required for such Party’s execution,
delivery and performance of this Agreement, and that this Agreement is a valid
binding obligation of such Party enforceable in accordance with its
terms.
3. Entire
Agreement.
This
Agreement constitutes the entire agreement between the Parties with respect
to
the matters stated herein and supercedes all prior agreements and
understandings, both written and oral, among the Parties with respect to the
subject matter hereof.
4. Governing
Law.
This Agreement shall be governed by and construed in accordance with the laws
of
the State of Texas, without regard to the conflict of law rules
thereof.
5. Counterparts.
This Agreement may be executed in separate counterparts, each of which shall
be
an original and all of which when taken together shall constitute one and the
same agreement.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
2
IN
WITNESS WHEREOF,
the
Parties have executed this Termination Agreement as of the day and year first
above written.
Parent: | ||
PLATINUM ENERGY RESOURCES, INC. | ||
|
|
|
By: | /s/ Xxxx Xxxxxxxxx | |
Name: Xxxx Xxxxxxxxx |
||
Title: Chairman |
Target: | ||
TANDEM ENERGY HOLDINGS, INC. | ||
|
|
|
By: | /s/ Xxx Xxxx | |
Name: Xxx Xxxx |
||
Title: President |
Acquisition
Sub:
|
||
PER
ACQUISITION CORP.
|
||
|
|
|
By: | /s/ Xxxx Xxxxxxxxx | |
Name: Xxxx Xxxxxxxxx |
||
Title: President |
3
The
following persons hereby acknowledge that (i) they are the Major Shareholders
defined in the Merger Agreement, and (ii) they are executing and delivering
this
Agreement in their individual capacities to evidence their agreement to be
bound
by the terms of this Agreement.
|
|
|
By: | /s/ Xxx X. Xxxx | |
Xxx X. Xxxx |
||
|
|
|
By: | /s/ Xxxx X. Xxxxxxxx | |
Xxxx X. Xxxxxxxx |
||
|
|
|
By: | /s/ Xxxxxxx X. Xxxxxxxxxx | |
Xxxxxxx X. Xxxxxxxxxx |
||
|
|
|
By: | /s/ Xxxx X. Xxxxxx | |
Xxxx X. Xxxxxx |
||
4