TERMINATION
AGREEMENT
THIS TERMINATION
AGREEMENT (this “ Agreement
”) is made and entered into this 4th day of October 2006, by
and between Platinum Energy Resources, Inc. , a
Delaware corporation (“ Parent ”),
Tandem Energy Holdings, Inc. , a Nevada
corporation (“ Target ”), and PER
Acquisition Corp. , a Delaware corporation (“
Acquisition Sub ”) and certain stockholders of
Target (the “ Major Shareholders ”). Parent,
Target, Acquisition Sub and Major Shareholders shall herein
collectively be referred to as the “ Parties
”, and each, a “ Party ”.
WHEREAS , Parent, Acquisition Sub, Target
and Major Shareholders entered into an Agreement and Plan of
Merger, dated as of January 26, 2006, as amended by Amendment No. 1
dated June 30, 2006, Amendment No. 2 dated July 31, 2006 and
Amendment No. 3 dated August 17, 2006 (collectively, the “
Merger Agreement ”); and
WHEREAS,
pursuant to Section
7.01(a) of the Merger Agreement, the Parties desire to mutually
terminate the Merger Agreement pursuant to the terms and conditions
hereof.
NOW, THEREFORE , in consideration of the foregoing and the
mutual representations, warranties, covenants and agreements set
forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
(a)
Pursuant to Section 7.01(a) of the Merger
Agreement, Parent, Target, Acquisition Sub and the Major
Shareholders hereby agree that the Merger Agreement is hereby
terminated as of the date hereof and the entire Merger Agreement is
void and of no further force or effect without any liability on the
part of Parent, Target, Acquisition Sub, and the Major Shareholders
or any of their respective past or present directors, officers,
employees, agents, accountants, counsel, financial advis
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