AMENDMENT NO.
3
TO
ASSET ACQUISITION
AGREEMENT
AND
PLAN OF
REORGANIZATION
THIS AMENDMENT NO. 3 TO ASSET ACQUISITION
AGREEMENT AND PLAN OF REORGANIZATION (this “ Amendment” ) is
made and entered into this 29th day of March, 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 and
Amendment No. 2 to the Asset Acquisition Agreement and Plan of
Reorganization, dated February 9, 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 b
