ASSET ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION

THIS ASSET ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION (this “ Agreement ”) is made and entered in on this the 4th day of October, 2006, by and among Tandem Energy Corporation , a Colorado corporation (“ Seller ”), Platinum Energy Resources, Inc. , a Delaware corporation (“ Platinum ”), and PER Acquisition Corporation , Delaware corporation and a wholly owned subsidiary of Platinum (“ Buyer ”).

A.   Seller is currently engaged in the oil and gas exploration and production business;

B.   Buyer desires to acquire, and Seller desires to sell, all of the assets and properties of Seller, including all aspects of Seller’s business, and Buyer desires to assume certain liabilities of Seller, all in exchange solely for voting stock of Platinum (the “ Acquisition ”); and

C.   The parties intend that the Acquisition shall be treated for United States federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(C) of the Code, and that this Agreement, as it relates to the Acquisition, shall constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-3.

1.01   Defined Terms . As used in this Agreement, the following terms shall have the meanings ascribed to them below:

(a)   “ Affiliate ” of a person shall mean (i) a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first-mentioned person and (ii) an "associate," as that term is defined in Rule 12b-2 promulgated under the Exchange Act.

(b)   “ Ancillary Documents ” shall mean each agreement, instrument and document (other than this Agreement) executed or to be executed by Seller, Platinum, Buyer or their respective shareholders in connection with the consummation of the transactions contemplated hereby.

(c)   “ Applicable Law ” shall mean any statute, law, rule or regulation or any judgment, order, writ, injunction or decree of any Governmental Authority to which a specified person or property is subject.

(d)   “ Assets ” shall mean all of the assets, properties and rights of Seller, whether such assets, properties and rights are tangible or intangible, of every kind, nature and description wherever situated, including, without limitation, all of the assets, properties and rights owned by Seller on the Closing Date but excluding Seller’s charter to exist as a corporation, Seller’s minute book, Seller’s corporate seal, and other corporate records having exclusively to do with its corporate organization and capitalization. The Assets being conveyed hereunder include but are not limited to the following:

(i)   All assets of Seller shown on Seller’s Balance Sheet;

(ii)All equipment and other items of tangible personal property utilized in connection with the operation of the Business and whether or not such items of tangible personal property are of such character to be considered to be fixtures;

(iii)All cash, time and demand deposits and cash equivalents of Seller as of the Closing;

(iv)All accounts receivable of Seller;

(v)The interests of Seller in all Contracts to which Seller is a party;

(vi)The interests of Seller in all licenses and permits held by Seller relating to the ownership, development and operation of the Assets to the extent such licenses and permits are assignable;

(vii)All insurance policies with respect to the Assets and any and all rights of Seller thereunder;

(viii)All intellectual property rights owned by Seller;

(ix)All capital stock of Mixon Drilling, Inc. and all limited partnership units in Spring Creek Limited Partnership;

(x)All financial, customer, administrative and personnel records (including, without limitation, all equipment records, administrative files, customer lists and records, and customer billing records, documents, catalogs, books, records, files, operating manuals, and existing financial data relating to the ownership and operation of the Assets);

(xi)All goods and consumable supplies used in connection with the operation of the Acquired Business or the Assets;

(xii)The interests of Seller in and to all personal property, tangible or intangible, arising or acquired by Seller in the Ordinary Course of Business relating to the Assets, between the date of execution of this Agreement and the Closing Date;

                       (xiii)   All prepaid expenses of Seller relating to the Business;

(xiv)The interests of Seller in and to its telephone number, its facsimile number and its Seller internet domain name;

(xv)The interests of Seller in and to the name “Tandem Energy Corporation” and any variation thereof, and any related going concern value and goodwill; and

(xvi)All computer software and all computer disks and programs owned, licensed or otherwise used in the Business.

(xvii)All real property owned by Seller, including improvements and structures thereon and appurtenances thereto and including the Oil and Gas Interests

(e)   “ Business ” shall mean the oil and gas exploration and production business of the Seller, including all of the Oil and Gas Interests of Seller.

(f)   “ Business Day ” shall mean a day on which banks are open for the transaction of business in Dallas, Texas.

(g)   “ Closing ” shall mean the consummation of the exchange of Assets for the Platinum Exchange Shares (as such term is defined in Section 2.04).

(h)   “ Closing Date ” shall mean the date on which the Closing occurs.

(i)   “ Code ” shall mean the Internal Revenue Code of 1986, as amended

(j)   “ Contract ” shall mean, when such term is capitalized herein, written or oral agreements, commitments or arrangements of Seller.

(k)   “ Control ” (including the terms “ controlling ,” “ controlled by ” and “ under common control with ”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract, or otherwise.

(l)   “ Control Persons ” means Tim G. Culp, Jack A. Chambers, Michael G. Cunningham and Todd M. Yocham.

(m)   “ Encumbrances ” shall mean liens, charges, pledges, options, mortgages, deeds of trust, security interests, claims, restrictions (whether on voting, sale, transfer, disposition or otherwise), easements and other encumbrances of every type and description, whether imposed by law, agreement, understanding or otherwise.

(n)   “ Environmental Law ” shall mean any and all laws, statutes, ordinances, rules, regulations, notices, orders or determinations of any tribal authority or other Governmental Authority pertaining to health or the environment, including, without limitation, the Clean Air Act, as amended: the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“ CERCLA ”), as amended; the Federal Water Pollution Control Act, as amended; the Occupational Safety and Health Act of 1970, as amended; the Resource Conservation, and Recovery Act of 1976 (“ RCRA ”), as amended; the Safe Drinking Water Act, as amended; the Toxic Substances Control Act, as amended; the Hazardous & Solid Waste Amendments Act of 1984, as amended; the Superfund Amendments and Reauthorization Act of 1986, as amended; the Hazardous Materials Transportation Act, as amended; any state laws pertaining to the handling of oil and gas exploration or production wastes or the use, maintenance and closure of pits and impoundments; and any other environmental conservation or protection laws. As used in this Agreement with respect to Environmental Law, “h azardous substance ” and “ release ” (or “ threatened release ”) have the meanings specified in CERCLA, and the terms “ solid waste ” and “ disposal ” (or “ disposed ”) have the meanings specified in RCRA; provided, however, that (A) to the extent the laws of the jurisdiction wherein any assets are located establish a meaning for “ hazardous substance, ” “ release, ” “ solid waste ” or “ disposal ” that is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply and (B) the terms “ hazardous substance ” and “ solid waste ” shall include all oil and gas exploration and production wastes that may present an endangerment to public health or welfare or the environment, even if such wastes are specifically exempt from classification as hazardous substances or solid wastes pursuant to CERCLA or RCRA or the state analogues to those statutes.

(o)   “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

(p)   “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

(q)   “ Good, Marketable and Defensible Title ” shall mean title in and to the Oil and Gas Interests that, except for any permitted Encumbrances, and that to Seller’s knowledge:

(i)   Is free and clear of all defects, burdens and liens;

(ii)   In the case of each Oil and Gas Interest, (A) is filed, recorded or otherwise referenced of record in the records of the applicable county in a manner which under applicable local law constitutes imputed notice of such Oil and Gas Interest to third parties acquiring an interest in or an encumbrance against such Oil and Gas Interest, or (1) in the case of federal leases, in the records of the applicable office of the Bureau of Land Management, (2) in the case of Indian leases and mineral development agreements, in the applicable office of the Bureau of Indian Affairs or applicable tribal records, or (3) in the case of state leases, in the records of the applicable state land office, but only to the extent the records referenced in (1), (2) and (3) above constitute imputed notice under applicable local law to third parties acquiring an interest in or an encumbrance against such leases, or (B) is assignable to Seller or a Buyersidiary out of an interest of record (as provided in clause (A) above), but only to the extent that all conditions required to earn an enforceable right to such assignment have been satisfied and the record owner of such interest is ready, willing and able to make such assignment;

(iii)   In the case of each Oil and Gas Interest set forth in the reserve reports of Seller that entitles Seller to receive and retain, without reduction, suspension or termination and after deduction of all applicable royalties, overriding royalties, production payments or other burdens payable out of production, not less than the percentage set forth in the reserve reports as Seller’s “ Net Revenue Interest ” of all Hydrocarbons produced, saved and marketed from such Oil and Gas Interest, through the productive life of such Oil and Gas Interest, except for changes or adjustments in such “ Net Revenue Interest ” after the date hereof and in compliance with Seller’s covenants and agreement under this Agreement that result from the establishment of new units, changes in existing units (or the participating areas therein), the entry into of new pooling or unitization agreements, or an election not to participate in an operation under a joint operating agreement or a unit agreement;

(iv)   In the case of each Oil and Gas Interest set forth in the reserve report of Seller that obligates Seller to bear not greater than the percentage set forth in the reserve report as Seller’s “ Working Interest ” of the costs and expenses relating to the maintenance, development and operation of such Oil and Gas Interest (including the plugging and abandonment and site restoration with respect to all existing and future wells located thereon or attributable thereto), through plugging, abandonment and salvage of all wells and related lease facilities located on such Oil and Gas Interest or lands pooled, unitized or otherwise combined therewith, except for changes or adjustments in such “ Working Interest ” after the date hereof and in compliance with Seller’s covenants and agreement under this Agreement that result from the establishment of new units, changes in existing units (or the participating areas therein), the entry into of new pooling or unitization agreements, or an election by a third party not to participate in an operation under a joint operating agreement or a unit agreement;

(v)   In the case of each Oil and Gas Interest, reflects that all royalties, rentals, Pugh clause payments, shut in gas payments and other payments due with respect to such Oil and Gas Interest have been properly and timely paid, except for payments held in suspense for title or other reasons which are customary in the industry and which will not result in grounds for cancellation of Seller’s rights in such Oil and Gas Interest; and

(vi)   Reflects that all consents to assignment, notices of assignment or preferential purchase rights which are applicable to or must be complied with in connection with the transaction contemplated by this Agreement, have been obtained and complied with to the extent the failure to obtain or comply with the same could render this transaction or any such prior sale, assignment or transfer (or any right or interest affected thereby) void or voidable or could result in Seller incurring any liability or loss of title.

(r)   “ Governmental Authority ” shall mean any court or tribunal in any jurisdiction (domestic or foreign) or any public, governmental, or regulatory body, agency, department, commission, board, bureau or other authority or instrumentality (domestic or foreign, federal or state).

(s)   “HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

(t)   “ Hydrocarbons ” shall mean oil, condensate, gas, casinghead gas and other liquid or gaseous Hydrocarbons.

(u)   “ Hydrocarbon Agreement ” shall mean any of the Hydrocarbon Sales Agreements and Hydrocarbon Purchase Agreements.

(v)   “ Hydrocarbon Purchase Agreement ” shall mean any material sales agreement, purchase contract, or marketing agreement that is currently in effect and under which Seller is a buyer of Hydrocarbons for resale (other than purchase agreements entered into in the ordinary course of business with a term of three months or less, terminable without penalty on 30 days' notice or less, which provide for a price not greater than the market value price that would be paid pursuant to an arm's-length contract for the same term with an unaffiliated third-party seller, and which do not obligate Seller to take any specified quantity of Hydrocarbons or to pay for any deficiencies in quantities of Hydrocarbons not taken).

(w)   “ Hydrocarbon Sales Agreement ” shall mean any material sales agreement, purchase contract, or marketing agreement that is currently in effect and under which Seller is a seller of Hydrocarbons (other than “spot” sales agreements entered into in the ordinary course of business with a term of three months or less, terminable without penalty on 30 days` notice or less, and which provide for a price not less than the market value price that would be received pursuant to an arm's- length contract for the same term with an unaffiliated third party purchaser).

(x)   “ IRS ” shall mean the Internal Revenue Service.

(y)   “ Knowledge ” as used with respect to a Person (including references to such Person being aware of a particular matter) shall mean those facts that are actually known by the chief executive officer, president, chief financial officer, or any senior executive or other vice president of such Person without any inquiry or investigation.

(z)   “ Material Adverse Change ” shall mean with respect to any Person, any adverse change or adverse condition in or relating to the financial condition, of such Person and its subsidiaries that is material to such Person and its subsidiaries taken as a whole.

(aa)   “ Material Contract ” shall mean, as relates to Seller, (i) oil and gas leases, (ii) operating agreements relating to such leases, and (iii) Contracts relating to the Business and involving a total commitment by or to any party thereto of at least $10,000 on an annual basis and which cannot be terminated by Seller with notice of ninety (90) days or less without penalty to Seller.

(bb)   “ Oil and Gas Interests ” shall mean: (i) direct and indirect interests in and rights with respect to oil, gas, mineral and related properties and assets of any kind and nature, direct or indirect, including, without limitation, working, royalty and overriding royalty interests, mineral interests, leasehold interests, production payments, operating rights, net profits interests, other non-working interests and non-operating interests; (ii) interests in and rights with respect to Hydrocarbons and other minerals or revenues therefrom and contracts in connection therewith and claims and rights thereto (including oil and gas leases, operating agreements, unitization and pooling agreements and orders, division orders, transfer orders, mineral deeds, royalty deeds, oil and gas sales, exchange and processing contracts and agreements and, in each case, interests thereunder), surface interests, fee interests, reversionary interests, reservations and concessions; (iii) easements, rights of way, licenses, permits, leases, and other interests associated with, appurtenant to, or necessary for the operation of any of the foregoing; and (iv) interests in equipment and machinery (including well equipment and machinery), oil and gas production, gathering, transmission, compression, treating, processing and storage facilities (including tanks, tank batteries, pipelines and gathering systems), pumps, water plants, electric plants, gasoline and gas processing plants, refineries and other tangible personal property and fixtures associated with, appurtenant to, or necessary for the operation of any of the foregoing.

(cc)   “ Ordinary Course of Business ” shall mean an action taken by a Person if:

(i)   Such action is taken in the ordinary course of the normal day-to-day operations of such Person and is consistent with past practices of such Person;

(ii)   Such action is not required to be authorized by the Board of Directors o of such Person and is not required to be specifically authorized by the shareholders, if any, of such Person; and

(iii)   Such action is similar in nature and magnitude to actions customarily taken, without any authorization by the Board of Directors, in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person.

(dd)   “ Person ” shall mean any individual, corporation, partnership, joint venture, association, joint-stock Seller, trust, enterprise, limited liability Seller, unincorporated organization or Governmental Authority.

(ee)   “ Proceedings ” shall mean all proceedings, actions, claims, suits, investigations and inquiries by or before any arbitrator or Governmental Authority.

(ff)   “ Reasonable Best Efforts ”   shall mean a party’s best efforts in accordance with reasonable commercial practice and without the incurrence of unreasonable expense.

(gg)   “ Registration Statement ” shall mean the registration statement on Form S-4 that Platinum intends to file with the SEC relating to registration of the Platinum Exchange Shares and the solicitation of proxies from Platinum’s shareholders.

(hh)   “ Related Person ” shall mean either (i) a member of an affiliated group within the meaning of Section 1504 of the Code, but without regard to Section 1504(b), which includes Platinum (generally, a corporation of which Platinum owns at least 80% of both the vote and value, directly or indirectly through other affiliated corporations), or (ii) a corporation that is controlled by Platinum, or that controls Platinum, under the rules of Section 304(a)(2) of the Code without regard to Treasury Regulation section 1.1502-80(b) (generally, a corporation that Platinum owns at least 50% of its vote or value, subject to various attribution rules, or a corporation that owns at least 50% of the vote or value of Platinum, subject to various attribution rules) in each case as defined in Treasury Regulation Section 1.368-1(e)(3).

(ii)   “ SEC ” shall mean the United States Securities and Exchange Commission.

(jj)   “ Seller’s Parent ” shall mean Tandem Energy Holdings, Inc., a Nevada corporation.

(kk)   “ Subsidiary ” shall mean an entity in which fifty percent (50%) or more of its outstanding equity securities or interests are owned by Seller.

(ll)   “ Tax ” shall mean any income taxes or similar assessments or any sales, excise, occupation, use, ad valorem, property, produc-tion, severance, transportation, employment, payroll, franchise or other tax imposed by any United States federal, state or local (or any foreign or provincial) taxing authority, including any interest, penalties or additions attributable thereto.

(mm)   “ Tax Return ” shall mean any return or report, including any related or supporting information, with respect to Taxes.

(nn)   “ Securities Act ” shall mean the Securities Act of 1933, as amended

2.01 Acquisition of Assets . Subject to the terms and conditions specified in this Agreement, Seller shall convey, transfer and deliver to Buyer, and Buyer shall acquire from Seller, all of the Assets as specified herein on the Closing Date. Seller shall convey Good, Marketable and Defensible Title to the Assets and all parts thereof to Buyer free and clear of all Encumbrances, except as expressly provided in this Agreement or in the Seller’s Disclosure Schedule to the contrary.

2.02   Assumed Liabilities. Buyer shall assume or pay in full, at and as of the Closing Date, all of the liabilities, obligations and commitments of Seller except those specifically excluded pursuant to Section 2.03 of this Agreement. The liabilities, obligations and commitments of Seller assumed by Buyer pursuant to this Section 2.02 are hereinafter referred to as the “ Assumed Liabilities .” As part of its obligation with respect to the Assumed Liabilities, Buyer shall pay in full at the Closing all of the then outstanding indebtedness of Seller to Guaranty Bank of Texas (or any successor bank), Tim G. Culp, the Estate of Dyke Culp and Jack A. Chambers, the present principal amount of each of which is set forth in Section 2.02 of the Seller Disclosure Statement.

The assumption of the Assumed Liabilities by Buyer shall not in any way limit the rights of Platinum or Buyer for any breach of the covenants, representations or warranties of Seller contained in this Agreement.

2.03 Excluded Liabilities . Except for the Assumed Liabilities, all of the liabilities and obligations or the Seller shall at and after the Closing remain the sole and exclusive responsibility of the Seller. Without limiting the generality of the foregoing, Buyer will not assume, and will not discharge or otherwise be liable for the following specific liabilities:

(a)   Liabilities or obligations of Seller with respect to any transactions occurring after the Closing Date;

(b)   Any Taxes imposed upon Seller by reason of the transactions contemplated by this Agreement;

(c)   Liabilities or obligations of Seller arising out of its failure to comply with:

(1)   Any provision of the federal securities laws, rules, or regulations; and

(2)   The securities laws of any state or rules and regulations of any authorities administering such laws;

(d)   Liabilities or obligations of Seller arising from or related to any employee welfare benefit plans or employee pension benefit plans, within the meaning of ERISA, maintained, sponsored or contributed to by Seller; and

(e)   Liabilities or obligations of the Seller relating to or arising out of any actions, suits, claims, investigations or legal, administrative or arbitration proceedings pending or threatened against the Seller, to the extent that such actions, suits, claims, investigations or legal, administrative or arbitration proceeding relate to or arise out of events occurring prior to Closing.

The foregoing liabilities are hereinafter referred to as the “ Excluded Liabilities .”

2.04 Acquisition Consideration . In exchange for the Assets transferred by Seller, Buyer shall issue and deliver to Seller that number of shares (rounded upward to the nearest whole share) of Platinum voting common stock, par value $0.0001 per share, (the “ Platinum Common Stock ”) determined by dividing Sixty Million Dollars ($60,000,000) by the actual per share conversion price, as calculated as the amount of funds held in Platinum’s trust account as of two business days prior to the Closing Date divided by Fourteen Million Four Hundred Thousand (14,400,000) (the “ Platinum Exchange Shares ”). Prior to the issuance and delivery of the Platinum Exchange Shares, Platinum shall have caused such Platinum Exchange Shares to be registered pursuant to a registration statement properly filed in accordance with Section 6 of the Securities Act and such registration statement shall have been declared effective by the SEC.

2.05  Closing . The Closing shall take place (i) at the offices of Snell Wylie & Tibbals, 1850 North Central, Suite 1800, Dallas, Texas, at 10:00 a.m., local time, on after the Business Day immediately following the date on which the later to occur of the receipt by Platinum of the approval of its shareholders of the Acquisition or the receipt by Seller’s Parent of the approval of its shareholders to the liquidation and dissolution of Seller’s Parent; or (ii) at such other time or place or on such other date as the parties hereto shall agree. The transfer of the Assets and the Acquired Business as provided in this Agreement shall be effected by assignments, bills of sale and other instruments of transfer and conveyance in that form necessary to effectively transfer all of Seller’s Assets and the Acquired Business to Buyer as specified by this Agreement and as reasonably required by Platinum, Buyer or their counsel. The assignment and assumption of the Assumed Liabilities as provided in this Agreement shall be effected by an assignment and assumption agreement and other instruments of assignment and assumption in the form necessary to effectively assign all of the Assumed Liabilities to Buyer and to have Buyer fully assume all the Assumed Liabilities as specified by this Agreement and as reasonably required by Seller or its counsel. All Closing transactions shall be deemed to have occurred simultaneously.

2.06 Liquidation and Dissolution of Seller . Promptly after the Closing Date but not later than thirty (30) calendar days after the Closing Date, Seller shall proceed, and Seller’s Parent shall cause Seller to proceed, with due diligence to wind up Seller’s affairs, liquidate, and distribute Seller’s remaining assets, including the Platinum Exchange Shares received pursuant to the exchange, to Seller’s Parent and voluntarily dissolve Seller. In connection with the winding up of Seller’s affairs, Seller shall proceed promptly after the Closing Date to prepare and file all income Tax Returns and reports required under Applicable Law, covering all periods (or portions of any period) ending on or before the Closing Date for which Tax Returns and reports have not previously been filed. Buyer shall have no obligations or responsibilities in connection with the liquidation and dissolution of the Seller. The Acquisition, including, without limitation, the sale of the Assets to Buyer, shall not be effected in any respect by the failure or delay of the Seller to effect or consummate its liquidation or dissolution.

3.01   Platinum . Platinum will use its Reasonable Best Efforts to take all steps necessary to hold a meeting of its shareholders at the earliest practicable date for the purpose of submitting this Agreement to them for approval and requesting authorization of the Acquisition. 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 the Securities Act and the Exchange Act, and the rule and regulations promulgated thereunder, as they relate to such meeting. In the materials that it provides in connection with its solicitation of proxies, Platinum shall include a recommendation of its board of directors that its shareholders approve the Acquisition.

3.02   Buyer . Buyer has obtained the consent of Platinum, its sole shareholder, to the Acquisition.

3.03   Seller . Seller has obtained the consent of Seller’s Parent, its sole shareholder, to the Acquisition.

4.01 Representations and Warranties of Seller . Seller represents and warrants to Buyer and Platinum, except as set forth in the Disclosure Schedule which Seller shall furnish to Platinum and Buyer on or before November 10, 2006 (the “Seller Disclosure Schedule”) and which will set forth the exceptions to the representations and warranties contained in this Section 4.01 and items requiring description by this Section 4.01 under the captions referencing the subsections to which such exceptions apply, that:

(a)   Organization and Good Standing of Seller . Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado and has the requisite corporate power to carry on its business as it is now being conducted, and to own, operate or lease the properties and assets it currently owns, operates or holds under lease . Seller is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or leased or the nature of its activities makes such qualification necessary.

(b)   Organization and Good Standing of Subsidiary . Seller has one subsidiary, Mixon Drilling, Inc., which is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has the requisite power to carry on its respective business as it is now being conducted, and to own, operate or lease the properties and assets it currently owns, operates or holds under lease . Seller’s subsidiary is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of their respective properties owned or leased or the nature of their activities makes such qualification necessary.

(c)   Power . Seller has the power and authority to enter into this Agreement and perform this Agreement and the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Seller, and the consummation of the transactions contemplated hereby, will not (i) violate or conflict with any provision of the certificate of organization or bylaws of Seller, (ii) violate or conflict with any material agreement or instrument to which Seller is a party or by which Seller or any of the properties are bound; (iii) violate or conflict with any judgment, order, ruling, or decree applicable to Seller as a party in interest, (iv) violate or conflict with any law, rule or regulation applicable to Seller, or (v) result in the creation or imposition of any lien, charge or other encumbrance upon the Assets.

(d)   Execution, Delivery; Valid and Binding Agreement . The execution, delivery and performance of this Agreement by Seller and the Ancillary Documents to which Seller is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action, and no other corporate Proceedings are necessary to authorize the execution, delivery or performance of this Agreement and the Ancillary Documents to which Seller is a party. This Agreement has been, and each of the Ancillary Agreements to be executed by Seller at Closing will be, duly executed and delivered by Seller and constitute the valid and binding obligation of Seller, enforceable in accordance with their respective terms.

(e)   Governmental Authorities; Consents . Seller is not required to submit any notice, report or other filing with any Governmental Authority in connection with its execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, and, except as set forth in the Seller Disclosure Schedule, no consent, approval or authorization of any Governmental Authority or any other Person is required to be obtained by Seller in connection with its execution, delivery and performance of this Agreement or the transactions contemplated hereby and except for such consents, approvals and authorizations which, if not obtained, would not result in a Material Adverse Change with respect to Seller.

(f)   Capital Stock . The authorized capital stock of Seller consists of 500,000 shares of common stock, of which 500 shares are currently issued and outstanding. All of the outstanding shares of Seller’s common stock have been duly authorized and are validly issued, fully paid and nonassessable. All outstanding shares of capital stock of Seller’s subsidiary and 33.33% of the limited partnership units in Spring Creek Limited Partnership are owned by Seller, free and clear of any Encumbrances. All outstanding shares of capital stock of Seller are owned by Seller’s Parent and are free and clear of any Encumbrances.

(g)   Financial Statements . The following audited and unaudited financial statements (collectively, the “ Seller   Financial Statements ”) have been delivered to Purchaser and are attached as Appendix 4.01(d) to the Seller Disclosure Schedule:

(i)   The audited consolidated balance sheet of Seller’s Parent as of December 31, 2005, and the related audited statements of operations and changes in stockholders' equity for the fiscal year then ended; and

(ii)   The unaudited consolidated balance sheet of Seller’s Parent and the related unaudited statements of operations for the period ended June 30, 2006.

The Seller Financial Statements (i) have been, or will be, prepared in accordance with generally accepted accounting principles (“ GAAP ”) on a basis consistent throughout the periods covered thereby; (ii) present, or will present, fairly, in all material respects, the financial condition of Seller as of the dates thereof and the results of their operations for the periods then ended; and (iii) are, or will be, consistent with the books and records of Seller, which books and records are true, correct and complete in all material respects. For purposes of this Agreement, the “ Balance Sheet ” means the consolidated balance sheet of Seller’s Parent dated as of June 30, 2006, and the “ Balance Sheet Date ” means June 30, 2006. All liabilities and obligations, whether absolute, accrued, contingent or otherwise, whether direct or indirect, and whether due or to become due, which existed at the date of the Seller Financial Statements and are required, under GAAP, to be recorded or disclosed in the balance sheets included in the Seller Financial Statements or disclosed in notes to the Seller Financial Statements are, or will be, so recorded or disclosed.

Since the Seller Balance Sheet Date there has been no change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations of Seller and its subsidiary, which has had or is reasonably likely to result in a Material Adverse Change. To Seller’s knowledge, the accounts receivable of Seller included in the Seller Balance Sheet are reasonably expected to be collectible substantially in full over a reasonable period subject to reserves for bad debt established therefor and which are reflected in the Seller Financial Statements (by use of Seller's normal collection methods without resort to litigation or reference to a collection agency), and to Seller’s knowledge, (i) there do not exist any defenses, counterclaims and set-offs which would materially adversely affect such receivables, and (ii) all such receivables are actual and bona fide receivables representing obligations for the total dollar amount thereof shown on the books of Seller. Seller has performed all obligations in all material respects with respect thereto which they were obligated to perform to the date hereof.

(h)   Condition of Properties . To the Knowledge of Seller, except as may be limited by the ordinary course of business occurring on a day-to-day basis, all properties and assets owned or utilized by Seller and its subsidiary, specifically including, but not limited to, the oil and gas properties owned by Seller, are in good operating condition and repair, free from any defects (except such minor defects as do not interfere with the use thereof in the conduct of the normal operations of Seller and its subsidiary ), ordinary wear and tear excepted, and have been maintained consistent with prudent industry practice. No other assets or properties are needed to permit Seller and its subsidiary to carry on their respective businesses as conducted during the preceding 12 months and as proposed to be conducted. To the Knowledge of Seller, all buildings, plants and other structures owned or otherwise utilized by Seller and its subsidiary are in good condition and repair, ordinary wear and tear excepted, and have no structural defects or other defects (except such minor defects as do not significantly interfere with the use thereof in the conduct of the normal operations of Seller and its subsidiary ) and are suitable and adequate for the purposes for which they are presently being used.

(i)   Intellectual Property . Seller and its subsidiary own, or are licensed or otherwise has the right to use, all patents, patent rights, trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights, copyrights, technology, know-how, processes and other proprietary intellectual property rights and computer programs (“ Intellectual Property Rights ”) which are material to the condition (financial or otherwise) or conduct of the business and operations of Seller and its subsidiary . To the knowledge of Seller, (i) the use of Intellectual Property Rights by Seller and its subsidiary does not infringe on the Intellectual Property Rights of any person, subject to such claims and infringements as do not, in the aggregate, give rise to any liability on the part of Seller or its subsidiary which could result in a Material Adverse Change; and (ii) no one or more persons are, in any manner that in the aggregate could result in a Material Adverse Change, infringing on any Intellectual Property Right of Seller and its subsidiary . No claims are pending or, to the Knowledge of Seller, threatened that Seller is infringing or otherwise adversely affecting the rights of any Person with regard to any Intellectual Property Right.

(j)   No Undisclosed Liabilities . Neither Seller nor its subsidiary has any debt, liability or obligation of any kind, whether accrued, absolute, contingent, inchoate, determined, determinable, or otherwise, except for (i) liabilities or obligations which, individually or in the aggregate, would not result in a Material Adverse Change; (ii) liabilities or obligations under this Agreement or incurred in connection with the transactions contemplated hereby; (iii) liabilities or obligations disclosed in the Balance Sheet or footnotes thereto ; and (iv) liabilities or obligations arising in the ordinary course of business after the Balance Sheet Date and which do not result in a Material Adverse Change.

(k)   No Litigation . There is no suit, action, proceeding, or investigation presently pending or, to the Knowledge of Seller, threatened against or affecting the Seller or its subsidiary or the Assets that has had or could reasonably be expected to result in a Material Adverse Change or prevent, hinder or materially delay the ability of the Seller to consummate the Acquisition, nor is there any judgment, decree, injunction, rule or order of any Governmental Authority or arbitrator outstanding against the Seller or its subsidiary or the Assets which has had, or which, insofar as reasonably can be foreseen, in the future could have, any such effect.

(l)   Compliance with Laws and Permits. Neither Seller nor its subsidiary is in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any Governmental Authority. Seller and its subsidiary have obtained and hold all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all Governmental Authorities necessary for the lawful conduct of its business and the lawful ownership, use and operation of the Assets (the “ Seller Permits ”), except for Seller Permits which the failure to obtain or hold would not, individually or in the aggregate, result in a Material Adverse Change. Seller and its subsidiary are in compliance with the terms of the Seller Permits, except where the failure to comply would not, individually or in the aggregate, result in a Material Adverse Change. All of the Seller Permits are in full force and effect and no action or claim is pending nor, to the Knowledge of Seller, is threatened to revoke or terminate any Seller Permit or declare any Seller Permit invalid in any material respect. No investigation or review by any Governmental Authority with respect to Seller or its subsidiary is pending or, to the knowledge of Seller, threatened, other than those the outcome of which would not, individually or in the aggregate, result in a Material Adverse Change. All Seller Permits that are material to Seller are set forth in Section 4.01(l) of the Seller Disclosure Schedule.

(m)   Title to Assets. Seller has Good, Marketable and Defensible Title to all of its Oil and Gas Interests. All leases relating to the Oil and Gas Interests are in full force and effect, and Seller has not received any notice of default with respect to any of such leases.

(n)   Oil and Gas Operations. To the Knowledge of Seller, as to wells not operated by Seller, and without qualification as to Knowledge, as to wells operated by Seller:

(i)   As of the date of this Agreement, (A) none of the wells included in the Oil and Gas Interests of Seller has been overproduced such that it is subject or liable to being shut-in or to any overproduction penalty, (B) Seller has not received any deficiency payment under any gas contract for which any person has a right to take deficiency gas from Seller, and (C) Seller has not received any payment for production which is subject to refund or recoupment out of future production;

(vii)   There have been no changes proposed in the production allowables for any wells included in the Oil and Gas Interests of Seller that could reasonably be expected to result in a Material Adverse Change;

(viii)   All wells included in the Oil and Gas Interests of Seller have been drilled and (if completed) completed, operated, and produced in accordance with good oil and gas field practices and in compliance in all material respects with applicable oil and gas leases and applicable laws, rules, and regulations, except where any failure or violation could not reasonably be expected to result in a Material Adverse Change;

(ix)   Seller has not agreed to nor are is it now obligated to abandon any well operated by it and included in the Oil and Gas Interests that is or will not be abandoned and reclaimed in accordance with applicable laws, rules, and regulations and good oil and gas industry practices;

(x)   Proceeds from the sale of Hydrocarbons produced from and attributable to the Oil and Gas Interests are being received by Seller in a timely manner and are not being held in suspense for any reason (except for amounts, individually or in the aggregate, not in excess of $5,000 and held in suspense in the ordinary course of business);

(xi)   Subject to the terms of Section 4.01(l) below, no person has any call on, option to purchase, or similar rights with respect to the Oil and Gas Interests or to the production attributable thereto, and upon consummation of the transactions contemplated by this Agreement, Buyer will have the right to market production from the Oil and Gas Interests on terms no less favorable than the terms upon which Seller is currently marketing such production; and

(xii)   All royalties, overriding royalties, compensatory royalties and other payments due from or in respect of production with respect to the Oil and Gas Interests, have been or will be, prior to the Effective Time, properly and correctly paid or provided for in all material respects, except for those for which Seller has a valid right to suspend and for which Seller has created appropriate suspense accounts.

(o)   Hydrocarbon Sales and Purchase Agreements .

(i)   None of the Hydrocarbon Sales Agreements of Seller or Hydrocarbon Purchase Agreements of Seller has required, or will require as of or after the Closing Date, Seller to (A) have sold or delivered, or to sell or deliver, Hydrocarbons for a price materially less than the market value price that would have been, or would be, received pursuant to any arm's-length contract with an unaffiliated third-party purchaser; or (B) to have purchased or received, or to purchase or receive, Hydrocarbons for a price materially greater than the market value price that would have been, or would be, paid pursuant to an arm's-length contract with an unaffiliated third-party seller;

(ii)   Each of the Hydrocarbon Agreements of Seller is valid, binding, and in full force and effect, and no party is in material breach or default of any Hydrocarbon Agreement of Seller, and to the knowledge of Seller, no event has occurred that with notice or lapse of time (or both) would constitute a material breach or default or permit termination, modification, or acceleration under any Hydrocarbon Agreement of Seller;

(iii)   There have been no claims from any third party for any price reduction or increase or volume reduction or increase under any of the Hydrocarbon Agreements of Seller or any of its Subsidiaries, and Seller has not made any claims for any price reduction or increase or volume reduction or increase under any of the Hydrocarbon Agreements of Seller;

(iv)   Payments for Hydrocarbons sold pursuant to each Hydrocarbon Sales Agreement of Seller have been made (subject to adjustment in accordance with such Hydrocarbon Sales Agreements) materially in accordance with prices or price-setting mechanisms set forth in such Hydrocarbon Sales Agreements;

(v)   No purchaser under any Hydrocarbon Sales Agreement of Seller has notified Seller (or, to the knowledge of Seller, the operator of any property where Seller is not the designated operator) of its intent to cancel, terminate, or renegotiate any Hydrocarbon Sales Agreement of Seller or otherwise to fail and refuse to take and pay for Hydrocarbons in the quantities and at the price set out in any hydrocarbon sales agreement, whether such failure or refusal was pursuant to any force majeure, market out, or similar provisions contained in such Hydrocarbon Sales Agreement or otherwise;

(vi)   Seller is not obligated in any Hydrocarbon Sales Agreement by virtue of any prepayment arrangement, a “take-or-pay” or similar provision, a production payment, or any other arrangements to deliver Hydrocarbons produced from an oil and gas interest of Seller at some future time without then or thereafter receiving payment therefor;

(vii)   The information heretofore provided to Buyer by Seller contains a true and correct calculation of Seller's gas balancing positions as of the dates shown therein; and

(xiii)   The Hydrocarbon Agreements of Seller are of the type generally found in the oil and gas industry, do not, individually or in the aggregate, contain unusual or unduly burdensome provisions that would, individually or in the aggregate, result in a Material Adverse Change, and are in form and substance considered normal within the oil and gas industry.

(p)   Environmental Matters . With respect to environmental matters, (i) the Assets have not violated and do not violate any order or requirement of any Governmental Authority or any Environmental Law, nor are there any conditions existing on, in, at, under, or about or resulting from the past or present operations of the Assets that may give rise to any on-site or off-site investigation or remedial obligations under any Environmental Laws, and to Seller's Knowledge the ownership and operation of the Assets have been in compliance with Environmental Laws; (ii) the Assets are not subject to any existing, pending or threatened notice of violation, action, suit, investigation, inquiry or Proceeding by or before any court, any applicable tribal authority or any other Governmental Authority or arbitrator with respect to environmental matters, nor has any such notice been issued that has not been fully satisfied and complied with in a timely manner so as to bring the Assets into full compliance with Environmental Law; (iii) no lien, deed notice or use restriction has been recorded pursuant to any Environmental Law with respect to the Assets; (iv) to Seller's Knowledge, all notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the Assets, including, without limitation, those relating to the past or present treatment, storage, disposal or release of a hazardous substance or solid waste into the environment have been duly obtained or filed, and Seller has been and are in compliance with the terms and conditions of all such notices, permits, licenses and, similar authorizations; (v) to Seller’s Knowledge, all hazardous substances or solid waste generated at or as a result of the operations of Seller and its subsidiaries and the Assets have, since the effective date of the relevant requirements of RCRA, been transported, treated and disposed of only by carriers maintaining valid authorizations under RCRA and any other Environmental Law and only at treatment storage and disposal facilities maintaining valid authorizations under RCRA and any other Environmental Law, which carriers and facilities have been and are operating in compliance with such authorizations and are not the subject of any existing, pending or overtly threatened action, investigation or inquiry by any Governmental Authority in connection with any Environmental Law; (vi) neither Seller nor its subsidiary currently owns or operates, nor in the past has it owned or operated, any property that is on the United States Environmental Protection Agency’s National Priorities or CERCLIS list, or any similar list; (vii) to Seller’s Knowledge, no hazardous substance or solid waste has been disposed of or otherwise released (including without limitation discharges or releases into pits) and there has been no threatened release of any hazardous substances or solid waste, on, to, from or as a result of the operations of Seller and its subsidiary or the Assets except in compliance with Environmental Law, and there are no storage tanks or other containers on or under any of the properties of Seller and its subsidiary comprising a part of the Assets from which hazardous substances, petroleum products or other contaminants may be released into the surrounding environment; (viii) neither Seller nor its subsidiary has owned, operated or leased any real property other than the properties comprising a part of the Assets that it currently owns, leases or operates; and (ix) to Seller’s Knowledge, there is no liability (contingent or otherwise) in connection with any release or threatened release of any hazardous substance or solid waste into the environment as a result of or with respect to the Assets.

(q)   Tax Matters . Except as set forth in Seller Disclosure Schedule, as relates to Tax matters:

(i)   Seller and any affiliated, combined or unitary group of which Seller is or was a member for purposes of any Taxes has timely filed, been included in or sent, and will, prior to the Closing, timely file, be included in or send all Tax Returns required to be filed or sent by or relating to any of them prior to the Closing relating to any Taxes with respect to any income, properties or operations of Seller prior to the Closing Date.

(ii)   As of the time of filing, the Tax Returns of Seller and its subsidiary:

(A)   Correctly reflected (and, as to any Tax Returns not filed as of the date hereof, will correctly reflect) in all material respects the facts regarding the income, business, assets, operations, activities and status of Seller and any other information required to be shown therein;

(B)   Constituted (and, as to any Tax Returns not filed as of the date hereof, will constitute) complete and accurate representations of the Tax liabilities for the periods covered; and

(C)   Accurately set forth all items (to the extent required to be included or reflected in the Tax Returns) relevant to future Tax liabilities, including the Tax bases of properties and assets;

(iii)   Seller and its subsidiary have timely paid all Taxes whether or not shown as due and payable on the Tax Returns that have been filed;

(iv)   A reserve (in accordance with generally accepted accounting principles) has been established on the Seller Financial Statements for any Taxes that

relate to past periods but are not yet due; and will establish such a reserve for all other Taxes payable for any periods that end before the Closing for which no Tax Returns have yet been filed and for any periods that begin before the Closing and end after the Closing to the extent such Taxes are attributable to the portion of any such period ending at the Closing;

(v)   The charges, accruals and reserves for Taxes reflected on the Seller Financial Statements are adequate to cover the Tax liabilities accruing or payable by Platinum in respect of periods prior to the date hereof;

(vi)   Neither Seller nor its subsidiary is delinquent in the payment of any Taxes and has not requested any extension of time within which to file or send any Tax Return, which Tax Return has not since been filed or sent;

(vii)   To Seller’s Knowledge, no deficiency for any Taxes has been proposed, asserted or assessed against Seller or its subsidiary (or any member of any affiliated or combined group of which Seller or its subsidiary is or has been a member for which Seller or its subsidiary could be liable for Taxes);

(viii)   Neither Seller nor its subsidiary has granted any extension of the limitation period applicable to any Tax claims and neither Seller nor its subsidiary has waived any such limitation period;

(ix)   Neither Seller nor its subsidiary is, nor has either been, a party to any tax sharing agreement with any corporation which is not a member of the affiliated group of which Seller is a member;

(x)   Neither Seller nor its subsidiary has made any elec-tion under Section 341(f) or Section 1362(a) of the Code;

(xi)   No Tax is required to be withheld pursuant to Section 1445 of the Code as a result of the transactions contemplated in this Agreement;

(xii)   Neither Seller nor its subsidiary nor any Affiliate is a party to any agreement, contract plan or arrangement that has resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code and the consummation of the transactions contemplated by this Agreement will not be a factor causing payments to be made by Platinum that are not deductible (in whole or in part) under Section 280G of the Code;

(xiii)   To Seller’s Knowledge, no examinations of the Tax Returns of Seller or its subsidiary are currently in progress or, to the Knowledge of Seller, threatened and no deficiencies have been asserted or assessed against Seller as a result of any audit by the Internal Revenue Service or any other taxing authority and no such deficiency has been proposed or threatened;

(xiv)   There are no liens for Taxes (other than for current Taxes not yet due and payable) upon the Assets.

(xv)   Neither Seller nor its subsidiary will be required to include any item of income in, or exclude any item of deduction from taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (A) a change in method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date, (B) any “closing agreement,” as described in Code §7121 (or any corresponding provision of state, local or foreign income Tax law), (C) any intercompany transaction or any excess loss account (or any corresponding or similar provision or administrative rule of federal, state, local or foreign income Tax law), (D) any installment sale or open transaction made on or prior to the Closing Date, or (E) as a result of any prepaid amount received on or prior to the Closing Date.

(xvi)   Neither Seller nor its subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code §355 or Code §361.

(xvii)   Seller and its subsidiary have withheld and timely paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.

(r)   Contracts . Each Contract is in full force and effect and is the legal, valid and binding obligation of Seller and, to the Knowledge of the Seller, of the other parties thereto, enforceable against Seller and, to the Knowledge of the Seller, the other parties thereto in accordance with its terms and, upon consummation of the Acquisition, shall continue in full force and effect without penalty or other adverse consequence. Seller is not in material default under any Contract, nor, to the Knowledge of Seller, is any other party to any Contract in breach of or default thereunder, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by Seller, or to the Knowledge of the Seller, any other party thereunder. No party to any of the Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Contract. Seller has, and will transfer to Buyer at the Closing, good and valid title to the Contracts, free and clear of all Encumbrances. All of the Material Contracts of Seller are listed in the Seller Disclosure Schedule, and Seller has delivered to Buyer true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or supplements thereto.  

(s)   Employees . Except as set forth in the Seller Disclosure Statement, (1) no executive employee of Seller or its subsidiary and, to the Knowledge of Seller, no group of employees of Seller or its subsidiary has any plans to terminate his, her or its employment; (2) neither Seller nor its subsidiary has any material labor relations problem pending and their respective labor relations are satisfactory to Seller and its subsidiary; (3) there are no workers’ compensation claims pending against Seller or its subsidiary, nor is Seller aware of any facts that would give rise to such a claim; (d) to Seller’s Knowledge, no employee of Seller or its subsidiary is subject to any secrecy or non-competition agreement or any other agreement or restrictions of any kind that would impede in any way the ability of such employee to carry out fully all activities of such employee in furtherance of the Business; (e) no employee or former employee of Seller or its subsidiary has any claim with respect to any intellectual property rights of Seller or its subsidiary; and (f) Seller has furnished to Platinum and Buyer copies of all non-competition agreements between Seller and any of the managers or employees of Seller and its subsidiary.

(t)   Labor Relations.

(i)   There are (1) no collective bargaining agreements or other similar agreements, arrangements or understandings, written or oral, with employees as a group to or by which Seller or its subsidiary is a party or is bound, (2) no employees of Seller or its subsidiary are represented by any labor organization, collective bargaining representative or group of employees, (3) no labor organization, collective bargaining representative or group of employees claims to represent a majority of the employees of Seller or its subsidiary in an appropriate unit of Seller or its subsidiary, (4) neither Seller nor its subsidiary has been the subject of any representational campaign by any union or other organization or group seeking to become the collective bargaining representative of any of its employees or been subject to or, to the Knowledge of Seller, threatened with any strike or other concerted labor activity or dispute, and (5)  neither Seller nor its subsidiary is obligated to bargain collectively with respect to wages, hours and other terms and conditions of employment with any recognized or certified labor organization, collective bargaining representative or group of employees.

(ii)   Seller and its subsidiary are in compliance in all material respects with all Applicable Laws pertaining to employment and employment practices, wages, hours, equal opportunity, collective bargaining, the payment of social security and other taxes and other terms and conditions of employment in respect of their respective employees, except for noncompliance with such Applicable Laws which does not and will not result in a Material Adverse Change with respect to Seller or its subsidiary. There is no pending or, to the Knowledge of Seller, threatened Proceeding by or before, and neither Seller nor its subsidiary is subject to any judgment, order, writ, injunction or decree of or inquiry from, the National Labor Relations Board, the Equal Employment Opportunity Commission, the Department of Labor or any other Governmental Authority in connection with any current, former or prospective employee of Seller or its subsidiary.

(u)   Employee Plans . Neither Seller nor its subsidiary maintain s any plans which would be considered an “employee benefit plan” under ERISA. Seller maintains a medical insurance plan and a term life insurance plan for its employees (the “ Seller Employee Plans ”). Each Seller Employee Plan has been maintained and operated in all material respects in accordance with its terms and with the provisions of applicable law. All insurance premiums and other payments required to be made to or under each Seller Employee Plan with respect to all periods prior to the Closing have been made or provided for. Each Seller Employee Plan may be unilaterally terminated or amended by Seller at any time. The consummation of the Acquisition will not (either alone or in conjunction with another event, such as a termination of employment or other services) entitle any employee or other person to receive severance or other compensation which would not otherwise be payable absent the consummation of the Acquisition.

(v)   Bank Accounts . The Seller Disclosure Schedule contains a true, correct and complete list of the names and locations of all banks, trust companies, savings and loan associations and other financial institutions at which Seller or its subsidiary maintains safe deposit boxes or accounts of any nature and the names of all Persons authorized to draw thereon, make withdrawals therefrom or have access thereto.

(w)   Books and Records . All the books and records of Seller and its subsidiary, including all personnel files, employee data, and other materials relating to employees have been in all material respects maintained in accordance with good business practice and all Applicable Laws. Such books and records accurately and fairly reflect, in reasonable detail, all material transactions, revenues, expenses, assets and liabilities of Seller and its subsidiary.

(x)   Brokerage . No third party shall be entitled to receive any brokerage commissions, finder’s fees, fees for financial advisory services or similar compen