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AMENDMENT NO. 6
TO THE
ASSET ACQUISITION AGREEMENT
AND
PLAN OF REORGANIZATION
THIS AMENDMENT NO. 6 TO THE ASSET ACQUISITION AGREEMENT AND PLAN OF
REORGANIZATION (this
“
Amendment ”)
is made and entered into this 4th day of September, 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, and
Amendment No. 5 to the Asset Acquisition Agreement and Plan of
Reorganization dated July 18, 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
In
consideration of the mutual benefits to be derived from this
Amendment, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto
hereby agree as follows:
1.
The
reference in Section 7.01(b) of the Agreement to “August 31,
2007” is hereby deleted and “October 28, 2007” is
substituted in its place.
2.
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.
4.
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.
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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.
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