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
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