EXHIBIT
2.1
AMENDMENT NO. 1
TO
ASSET ACQUISITION AGREEMENT
AND
PLAN OF REORGANIZATION
THIS AMENDMENT NO. 1 TO ASSET
ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION
(this “
Amendment ”) is made and entered into this 6th day of
December, 2006, by and between Tandem Energy Corporation , a
Colorado corporation (“ Seller ”), Platinum
Energy Resources, Inc. , a Delaware corporation (“
Platinum ”), and PER Acquisition Corporation ,
a Delaware corporation and wholly-owned subsidiary of Platinum
(“ Buyer ”).
AMENDMENTS
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. Section 1.01(gg) of the
Agreement is hereby deleted in its entirety and nothing is
substituted in its place.
2. The last sentence of Section
2.04 of the Agreement is hereby deleted in its entirety and the
following is substituted in its place:
“The issuance and delivery of
the Platinum Exchange Shares are intended to be exempt from the
registration requirements of the Securities Act pursuant to 4(2)
thereof and Rule 506 of Regulation D promulgated thereunder; and
exempt from the registration or qualification requirements of any
applicable state securities laws. As a result, the Platinum
Exchange Shares may not be offered, sold, or transferred by the
holder thereof until either a registration statement under the
Securities Act or applicable state securities laws shall have
become effective with regard thereto, or an exemption under the
Securities Act and applicable state securities laws is available
with respect to any proposed offer, sale or transfer.
3. The reference in the first
sentence of Section 2.06 of the Agreement to “thirty
(30)” is hereby deleted and “sixty (60)” is
substituted in its place.
4. The last two sentences of
Section 3.01 of the Agreement are hereby deleted in their entirety
and the following are substituted in their place:
“In connection with such
meeting of shareholders, Platinum will solicit proxies from its
shareholders and Platinum and Seller will cooperate with each other
(including, without limitation, providing to each other appropriate
information) for the purpose of complying with the requirements of
Regulation 14A under the Exchange Act in connection with the proxy
statement for such meeting. In its proxy statement, Platinum
shall include a recommendation of its board of directors that its
shareholders approve the Acquisition.”
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5. Section 4.01(z) of
the Agreement is hereby deleted in its entirety and the following
is substituted in its place:
“(z) Filing
Information . The information supplied by Seller or
Seller’s Parent for inclusion in the proxy statement to be
supplied by Platinum to its shareholders shall not at the time the
proxy statement is mailed to Platinum’s shareholders contain
any untrue statement of a material fact or omit to state any
material fact required to be stated in the proxy statement or
necessary in order to make statements in the proxy statement, in
light of the circumstances under which they were made, not
misleading and the information included or supplied by on or behalf
of Seller or Seller’s Parent for inclusion in any filing Rule
14a-12 under the Exchange Act (each a “14a-12 Filing”),
shall not, on the date the proxy statement is first mailed to
shareholders of Platinum, at the time such 14a-12 Filing is filed
with the SEC, at the time of the Platinum shareholders’
meeting and at the Closing Date contain any statement that, at such
time and in light of the circumstances under which it shall be
made, is false or misleading with respect to any material fact, or
omits to state any material fact necessary in order to make the
statements made in the proxy statement not false or misleading, or
omits to state any material fact necessary to correct any a
statement in any earlier communications with respect to the
solicitation for proxies for the Platinum shareholders’
meeting that has become false or misleading.”
6. Section 4.03(h) of the Agreement
is hereby deleted in its entirety and the following is substituted
in its place:
“(h) No Investment
Company . None of the parties to the transaction are
investment companies as defined in Section 368(a)(2)(F)(iii) of the
Code.”
7. The following Section 4.01(ff)
is hereby added to the Agreement:
“(ff) Private
Placement
(i) Seller has been given access to
such documents, records, and other information and has had adequate
opportunity to ask questions of, and receive answers from,
Platinum’s officers and representatives concerning
Platinum’s business, operations, financial condition, assets,
liabilities, and all other matters relevant to its investment in
the shares to be issued to it hereunder.
(ii) Seller understands that
investment in shares of Platinum Common Stock is a speculative
investment involving a high degree of risk. Seller is aware
that there is no guarantee that it will realize any gain from
accepting the Platinum Exchange Shares as acquisition
consideration. Seller is acquiring the Platinum Exchange
Shares for its own account and not with a view to the distribution
thereof in violation of the Securities Act, and any applicable
securities laws of any state; provided, however, all of the parties
hereto acknowledge that it is Seller’s intention, as well as
that of Seller’s Parent, to dissolve as soon as reasonably
possible following the Closing and distribute the Platinum Exchange
Shares to its stockholders.
(iii) Seller is an
“accredited investor” as defined in Rule 501(a) of
Regulation D promulgated under the Securities Act. Seller is
financially able to bear the economic risk of its decision to
accept the Platinum Exchange Shares as acquisition consideration,
including the ability (but not the intention) to hold the Platinum
Exchange Shares indefinitely or to afford a complete loss of its
investment in the Platinum Exchange Shares. Seller has such
knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of an investment in the
shares.
(iv) Seller acknowledges that the
certificates for the securities comprising the Platinum Exchange
Shares that Selle
