TERMINATION
AGREEMENT
THIS TERMINATION AGREEMENT (this “
Agreement ”) is dated as of the 26th day of
October, 2006, by and between Platinum Energy Resources, Inc., a
Delaware corporation (“ Platinum ”),
and Lance Duncan, an individual (“ Duncan
”).
WHEREAS , on January 26, 2006, Platinum, Tandem Energy
Holdings, Inc. (“ Tandem ”) and PER
Acquisition Corp. (“ PER ”) and
certain stockholders of Tandem, entered into an Agreement and Plan
of Merger (as amended, the “ Merger
Agreement ”) pursuant to which PER was to merge with
and into Tandem; and
WHEREAS , in connection with the proposed merger, on
January 26, 2006, Platinum entered into a letter agreement with
Duncan pursuant to which Platinum agreed to pay to Duncan a fee for
his services in connection with the proposed merger, including
introduction of the parties, as well as for future consulting
services (the “ Letter Agreement ”);
and
WHEREAS , in connection with the parties’
determination to restructure the proposed transaction, on October
4, 2006, the Merger Agreement was terminated by the parties and on
October 4, 2006, Platinum, PER, Tandem Energy Corporation (“
TEC ”) and certain stockholders of Tandem,
entered into an Asset Acquisition Agreement and Plan of
Reorganization (the “ Acquisition Agreement
”) pursuant to which PER will acquire substantially all of
the assets and assume substantially all of the liabilities of TEC
(the “ Acquisition ”); and
WHEREAS , in light of the restructured transaction,
Platinum and Duncan wish to jointly terminate the Letter
Agreement.
NOW THEREFORE , in consideration of the mutual promises,
covenants and agreements herein contained, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
1.
Termination
Platinum and Duncan hereby agree that the Letter
Agreement is hereby terminated as of the date hereof and is void
and of no further force or effect without any liability on the part
of Duncan, Platinum or its past, present and future officers,
stockholders, directors, employees, representatives, attorneys,
agents, successors, divisions, companies, subsidiaries, parents and
affiliates (and past, present and future agents, directors,
officers, stockholders, employees, representatives and attorneys of
such divisions, companies, subsidiaries and affiliates)
2.
Representation and Warranties
Each parties represents and warrants that it is
duly authorized to execute and deliver this Agreement and that this
Agreement is a valid binding obligation of such party enforceable
in accordance with its terms.
2.
Release
Duncan, on behalf of himself, his agents,
representatives, attorneys, assigns, heirs, executors, and
administrators, hereby unconditionally and irrevocably remises,
releases and forever discharges Platinum, Tandem, TEC and Shamrock
Energy Corporation and their respective past, present and future
officers, s
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