-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PX7qTu/SzooyqjY/mb7LBDOIBjjwvOogNjGuhFUPaRCrLGlnn0aJGXXivDYByX9/ mAtLR5XHKGN6RwGUgFZWnA== 0001144204-07-049140.txt : 20070912 0001144204-07-049140.hdr.sgml : 20070912 20070912172008 ACCESSION NUMBER: 0001144204-07-049140 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070912 DATE AS OF CHANGE: 20070912 GROUP MEMBERS: BRAESRIDGE ENERGY LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kostiner Barry CENTRAL INDEX KEY: 0001338670 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 845-323-0434 MAIL ADDRESS: STREET 1: 189 MCNAMARA RD. CITY: WESLEY HILLS STATE: NY ZIP: 10977 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLATINUM ENERGY RESOURCES INC CENTRAL INDEX KEY: 0001329605 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 141928384 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81107 FILM NUMBER: 071113911 BUSINESS ADDRESS: STREET 1: 3 PARAGON DRIVE CITY: MONTVALE STATE: NJ ZIP: 07645 BUSINESS PHONE: 845-323-0434 MAIL ADDRESS: STREET 1: 3 PARAGON DRIVE CITY: MONTVALE STATE: NJ ZIP: 07645 SC 13D 1 v087601_sc13d.htm Unassociated Document
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
PLATINUM ENERGY RESOURCES INC.
(Name of Issuer)
 
Common Stock, $.0001 par value per share
(Title of Class of Securities)
 
727659104
(CUSIP Number)

Barry Kostiner
189 McNamara Rd.
Wesley Hills, New York 10977
(845) 323-0434

(Name, address and telephone number of person
authorized to receive notices and communications)
 
- with a copy to -
 
Eliezer Helfgott, Esq.
Sills Cummis Epstein & Gross P.C.
One Riverfront Plaza
Newark, New Jersey 07102
(973) 643-7000
 
September 4, 2007
(Date of Event Which Requires Filing of This Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box. .
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent.
 

 
SCHEDULE 13D
 
CUSIPNO 727659104
 
Page 2 of 10 Pages
     
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
     
  Barry Kostiner  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
   
(a) o
   
(b) o
3 SEC USE ONLY  
     
     
4 SOURCE OF FUNDS  
     
  AF  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
     
   
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
  United States of America  
 
7 SOLE VOTING POWER
 
   
 
  
933,130
NUMBER OF
8 SHARED VOTING POWER
SHARES
   
BENEFICIALLY
  
22,000
OWNED BY
9 SOLE DISPOSITIVE POWER
REPORTING PERSON
   
WITH
  
933,130
 
10 SHARED DISPOSITIVE POWER
 
   
     22,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
  955,130  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
     
   
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
  5.3%  
14
TYPE OF REPORTING PERSON
 
     
  IN  
 
2

 
SCHEDULE 13D
 
CUSIPNO 727659104
 
Page 3 of 10 Pages
     
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
     
  Braesridge Energy LLC  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
   
(a) o
   
(b) o
3 SEC USE ONLY  
     
     
4 SOURCE OF FUNDS  
     
  WC  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
     
   
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
  Delaware  
 
7 SOLE VOTING POWER
 
   
 
  
None
NUMBER OF
8 SHARED VOTING POWER
SHARES
   
BENEFICIALLY
  
22,000
OWNED BY
9 SOLE DISPOSITIVE POWER
REPORTING PERSON
   
WITH
  
None
 
10 SHARED DISPOSITIVE POWER
 
   
     22,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
  22,000  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
     
   
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
  Less than 1%  
14
TYPE OF REPORTING PERSON
 
     
  OO  
 
3

 
Item 1. Security and Issuer
 
This Schedule 13D relates to the common stock, $.0001 par value per share (the Common Stock) of Platinum Energy Resources Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer are located at 25 Phillips Parkway, Montvale, New Jersey 07645.
 
Item 2. Identity and Background
 
(a) - (c) This Schedule 13D is being filed by Barry Kostiner and Braesridge Energy LLC. Braesridge Energy LLC (“BEL”) is a Delaware limited liability company. BEL is owned as follows: Mr. Kostiner (33%), Regent Venture V LLC (65%) and others (2%). Mr. Kostiner is the manager of BEL. As the manager of BEL, in which capacity he has voting and/or investment power over the shares of Common Stock held by BEL, Mr. Kostiner may be deemed to beneficially own the Common Stock held by BEL. BEL disclaims beneficial ownership in the 933,130 shares of Common Stock beneficially owned by Mr. Kostiner and over which Mr. Kostiner has sole voting and dispositive power.
 
Mr. Kostiner is Chief Executive Officer and a director of the Issuer. He resides at 189 McNamara Rd., Wesley Hills, New York 10977.

BEL has its principal offices at 189 McNamara Road, Wesley Hills, NY 10977. As its principal business, BEL is engaged in energy investing.
 
Regent Venture V LLC (“Regent”) is a Nevada limited liability company with principal offices at 9440 West Sahara, Suite 240, Las Vegas, NV 89117. The principal business of Regent is energy investing. Regent is managed by Paul Ghermezian. The ultimate economic interest in Regent is held by certain members of the Ghermezian family by virtue of their ownership, directly or indirectly, of various entities, which entities own Regent. Mr. Ghermezian and the other members of the Ghermezian family are Canadian citizens, with principal business interests in Canadian and U.S. real estate and other ventures.
 
(d) - (e) Neither Mr. Kostiner, BEL, Regent nor Mr. Ghermezian has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years. Neither Mr. Kostiner, BEL Regent nor Mr. Ghermezian has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the past five years.

(f) Mr. Kostiner is a Canadian citizen.  Mr. Ghermezian is a Canadian citizen.
 
4

 
Item 3. Source and Amount of Funds or Other Consideration
 
In connection with its formation in 2005, the Issuer issued an aggregate of 3,250,000 shares of Common Stock, at an average purchase price of approximately $0.0077, of which Mr. Kostiner purchased 815,500 shares of Common Stock. On September 23, 2005, the Issuer’s board of directors authorized a stock dividend of .3846153 of a share of Common Stock for each outstanding share of Common Stock, effectively lowering the purchase price to $.0056 per share. The Issuer’s board of directors authorized a four-for-five reverse stock split, which was effected on October 21, 2005, which effectively raised the purchase price to $0.0069 per share (and increased the number of shares held by Mr. Kostiner to 900,000). These 900,000 shares of Common Stock are sometimes referred to herein as Mr. Kostiner’s “Founder’s Shares.” The source of funds for the payment by Mr. Kostiner was personal funds.
 
In addition, Mr. Kostiner purchased 33,130 shares of Common Stock on the open market for the aggregate net purchase price of approximately $239,119. An itemized breakdown of the daily transactions from July 3, 2006 through September 15, 2006 is more fully set forth in Item 5 below. The source of funds for the payment by Mr. Kostiner for such Common Stock was personal funds.
 
On September 4, 2007, BEL entered into two “written plans for trading securities” within the meaning of Rule 10b5-1 promulgated under the Securities and Exchange Act of 1934. Pursuant to each of the plans, BEL agreed to purchase shares of Common Stock in the following daily amounts at a purchase price not to exceed $7.70 per share:
 
(a)  
2,000 shares per trading day from September 4 through September 12, 2007;
 
(b)  
5,000 shares per trading day from September 17 through September 26, 2007; and
 
(c)  
10,000 shares per trading day from October 8 through October 30, 2007.
 
BEL purchased 22,000 shares of Common Stock pursuant to these plans for an aggregate purchase price of $167,325 An itemized breakdown of the daily transactions from September 4, 2007 through September 12, 2007 is more fully set forth in Item 5 below. The source of funds for the payment by BEL for such Common Stock was BEL’s working capital.
 
Item 4. Purpose of Transaction
 
Mr. Kostiner acquired the shares of Common Stock beneficially owned by him for investment purposes. BEL acquired its shares of Common Stock for investment purposes.

On October 4, 2006, the Issuer, its wholly-owned subsidiary, PER Acquisition Corp. and Tandem Energy Corporation (“TEC”) entered into an Asset Acquisition Agreement and Plan of Reorganization, as amended, pursuant to which the Issuer will acquire all of the assets and assume substantially all of the liabilities of TEC, including approximately $42 million of TEC's debt, in exchange for the issuance of approximately 8 million shares of Common Stock of the Issuer (the “Acquisition”). The Acquisition is expected to be consummated during the third quarter of 2007, subject to the required approval by the Issuer’s stockholders and the fulfillment of certain other closing conditions.
 
5

 
The Issuer intends to seek stockholder approval of the Acquisition at a special meeting of stockholders. A proxy statement covering the proposed Acquisition, among other items, will be mailed to the Issuer’s stockholders of record following the completion of the SEC’s review of the Issuer’s proxy statement. With respect to the vote on the Acquisition at the special meeting, Mr. Kostiner has agreed to vote his Founder’s Shares in the same manner as the shares of Common Stock issued in the Issuer’s initial public offering are voted. All other Common Stock owned by Mr. Kostiner may be voted in any manner Mr. Kostiner chooses. Mr. Kostiner has indicated that he will vote the shares of Common Stock acquired by him and BEL (as manager) in favor of the approval of the Acquisition.
 
Other than as indicated in this Schedule 13D and in connection with the Acquisition, neither Mr. Kostiner nor BEL has any present plans or proposals which relate to or would result in any of the following (although each reserves the right to develop such plans or proposals): (i) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer, or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer’s business or corporate structure; (vii) any changes in the Issuer‘s charter or bylaws or other actions which may impede the acquisition of the control of the Issuer by any person; (viii) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (x) any actions similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer
 
(a)  (i) Mr. Kostiner is the beneficial owner of 955,130 shares of Common Stock, representing approximately 5.3% of the outstanding Common Stock (based on the 18,000,000 shares of Common Stock reported to be outstanding in the Issuer’s most recent Quarterly Report on Form 10-Q). Mr. Kostiner is also the beneficial owner of 35,000 warrants to purchase Common Stock of the Issuer. These warrants are not presently exercisable and cannot be exercised until the consummation of the Acquisition. If the Acquisition is not consummated, the Issuer will liquidate and the warrants will expire worthless.
 
6

 
(ii) BEL is the record owner of 22,000 shares of Common Stock, representing less than 1% of the outstanding Common Stock, and warrants to purchase 1,746,433 shares of Common Stock of the Issuer. These warrants are not presently exercisable and cannot be exercised until the consummation of the Acquisition. If the Acquisition is not consummated, the Issuer will liquidate and the warrants will expire worthless. Mr. Kostiner, as the manager of BEL, in which capacity he has voting and/or investment power over the shares of Common Stock held by BEL, may be deemed to beneficially own the shares of Common Stock held by BEL. BEL disclaims beneficial ownership in the shares and warrants held by Mr. Kostiner described above Item 5(a)(i).
 
(b)  Mr. Kostiner has the sole power to vote or direct the vote and the sole power to dispose of, or to direct the disposition of, the 933,130 shares of Common Stock beneficially owned by him. Each of Mr. Kostiner and BEL may be deemed to hold shared power to vote and dispose of the 22,000 shares of Common Stock held by BEL and described above in Item 5(a)(ii).
 
(c)   (i) No trades were made by Mr. Kostiner of shares of Common Stock of the Issuer within the past 60 days. The following purchases of Common Stock of the Issuer were effected by Mr. Kostiner on the open market pursuant to a 10b5-1 trading plan between July 3, 2006 and September 15, 2006.
 
Quantity
 
Date
 
Price
2,000
 
07/3/2006
 
$7.20
2,000
 
07/5/2006
 
$7.20
2,000
 
07/7/2006
 
$7.20
2,000
 
07/10/2006
 
$7.20
2,000
 
07/11/2006
 
$7.20
2,000
 
07/12/2006
 
$7.20
2,000
 
07/14/2006
 
$7.24
1,193
 
07/21/2006
 
$7.24
807
 
07/21/2006
 
$7.24
2,000
 
07/24/2006
 
$7.24
2,000
 
07/27/2006
 
$7.27
2,000
 
08/1/2006
 
$7.25
2,000
 
08/2/2006
 
$7.25
2,000
 
08/9/2006
 
$7.17
230
 
08/18/2006
 
$7.10
2,000
 
08/28/2006
 
$7.19
400
 
08/30/2006
 
$7.19
500
 
09/6/2006
 
$7.22
2,000
 
09/11/2006
 
$7.22
2,000
 
09/15/2006
 
$7.23

(ii) The following purchases of shares of Common Stock of the Issuer were effected by BEL on the open market pursuant to its 10b5-1 trading plan within the past 60 days: 

7

 

# Shares Purchased
 
Date
 
Price
         
2,000
 
9/4/07
 
$7.55
2,000
 
9/5/07
 
$7.55
2,000
 
9/6/07
 
$7.60
2,000
 
9/7/07
 
$7.60
2,000
 
9/7/07
 
$7.5925
2,000
 
9/10/07
 
$7.60
2,000
 
9/10/07
 
$7.64
2,000
 
9/11/07
 
$7.62
2,000
 
9/11/07
 
$7.65
4,000
 
9/12/07
 
$7.63
 
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities   of the Issuer
 
Pursuant to a Letter Agreement, dated June 3, 2005, between the Issuer, Casimir Capital LP and Mr. Kostiner, when the Issuer seeks stockholder approval of a business combination transaction, Mr. Kostiner has agreed to vote the shares of Common Stock owned by him on such proposal in accordance with the majority of the votes cast by the holders of the shares of Common Stock issued in the Issuer's initial public offering.
 
Prior to the Issuer’s IPO, each of the founding shareholders, all of who were officers and directors, of the Issuer entered into subscription agreements with the Issuer. Pursuant to certain of these subscription agreements, in the event that such founding shareholder cease to remain affiliated with the Issuer during a certain three-year escrow ending October 28, 2008, then the shares of the Issuer purchased under the subscription agreements revert back to Mr. Kostiner, at his election within three months of the respective subscriber’s termination, at the par value per share purchase price of $0.0001. On May 16, 2007, Mr. James E. Bashaw resigned as a member of the Issuer’s board of directors. On August 15, 2007, Mr. Kostiner entered into an agreement with Mr. Bashaw pursuant to which Mr. Kostiner agreed to purchase Mr. Bashaw's 45,000 shares of Common Stock at the expiration of the three year escrow period, conditioned upon consummation of the Acquisition. These shares will remain in escrow until the expiration of the three year escrow period. There are currently an aggregate of 480,000 additional shares of Common Stock subject to such subscription agreements with the Issuer.
 
On September 4, 2007, BEL entered into two “written plans for trading securities” within the meaning of Rule 10b5-1 promulgated under the Securities and Exchange Act of 1934. See Item 4.
 
Item 7. Material to be Filed as Exhibits
 
1. Joint Filing Agreement, dated as of September 12, 2007, between Barry Kostiner and Braesridge Energy LLC.
 
8

 
2. Asset Acquisition Agreement and Plan of Reorganization dated October 4, 2006, by and among the Issuer, its wholly-owned subsidiary, PER Acquisition Corp. and Tandem Energy Corporation (incorporated by reference to the Issuer’s Current Report on Form 8-K dated October 10, 2006 filed with the SEC on October 11, 2006).
 
3. Amendment No. 1 to Asset Acquisition Agreement and Plan of Reorganization by and among the Issuer, its wholly-owned subsidiary, PER Acquisition Corp. and Tandem Energy Corporation, dated December 6, 2006 (incorporated by reference to the Issuer’s Current Report on Form 8-K dated December 12, 2006 filed with the SEC on December 12 , 2006).
 
4. Amendment No. 2 to Asset Acquisition Agreement and Plan of Reorganization by and among the Issuer, its wholly-owned subsidiary, PER Acquisition Corp. and Tandem Energy Corporation, dated February 9, 2007 (incorporated by reference to the Issuer’s Current Report on Form 8-K dated February 15, 2007 filed with the SEC on February 15, 2007).
 
5. Amendment No. 3 to Asset Acquisition Agreement and Plan of Reorganization by and among the Issuer, its wholly-owned subsidiary, PER Acquisition Corp. and Tandem Energy Corporation, dated March 29, 2007 (incorporated by reference to the Issuer’s Current Report on Form 8-K dated April 4, 2007 filed with the SEC on April 4, 2007).
 
6. Amendment No. 4 to Asset Acquisition Agreement and Plan of Reorganization by and among the Issuer, its wholly-owned subsidiary, PER Acquisition Corp. and Tandem Energy Corporation, dated June 1, 2007 (incorporated by reference to the Issuer’s Current Report on Form 8-K dated June 4, 2007 filed with the SEC on June 4, 2007).
 
7. Amendment No. 5 to Asset Acquisition Agreement and Plan of Reorganization by and among the Issuer, its wholly-owned subsidiary, PER Acquisition Corp. and Tandem Energy Corporation, dated July 18, 2007 (incorporated by reference to the Issuer’s Current Report on Form 8-K dated July 23, 2007 filed with the SEC on July 24, 2007).
 
8. Amendment No. 6 to Asset Acquisition Agreement and Plan of Reorganization by and among the Issuer, its wholly-owned subsidiary, PER Acquisition Corp. and Tandem Energy Corporation, dated September 4, 2007 (incorporated by reference to the Issuer’s Current Report on Form 8-K dated September 10, 2007 filed with the SEC on September 10, 2007).
 
9.  Purchase Agreement, dated August 15, 2007, by and between Barry Kostiner and James E. Bashaw.
 
9

 
Signatures
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated as of September 12, 2007
     
  By:   /s/ Barry Kostiner 
 
 
     
 
Braesridge Energy LLC
 
 
 
 
 
 
By:  
/s/ Barry Kostiner 
 
Name: Barry Kostiner
  Title: Manager 
 
10

EX-1 2 v087601_ex1.htm Unassociated Document
 
 
Exhibit 1

Joint Filing Agreement
 
This will confirm the agreement by and between the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par vale $.0001 per share, of Platinum Energy Resources, Inc., a Delaware corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
Dated as of September 12, 2007
     
  By:   /s/ Barry Kostiner 
 
 
     
 
Braesridge Energy LLC
 
 
 
 
 
 
By:  
/s/ Barry Kostiner 
 
Name: Barry Kostiner
  Title: Manager 
 

EX-9 3 v087601_ex9.htm Unassociated Document
PURCHASE AGREEMENT
 
THIS PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 15th day of August, 2007, by and between Barry Kostiner (“Kostiner”) and James E. Bashaw (“Bashaw”).
 
WITNESSETH:
 
WHEREAS, Bashaw is the owner of 45,000 shares (the “Shares”) of common stock, par value $0.0001 per share, of Platinum Energy Resources, Inc. (the “Company”);
 
WHEREAS, Bashaw purchased the Shares, and the Company issued the Shares to Bashaw, pursuant to a Stock Subscription Agreement dated as of May 2005 (the “Subscription Agreement”);
 
WHEREAS, Bashaw was a director of the Company since its inception in May 2005 until May 16, 2007, when Bashaw resigned as a director of the Company;
 
WHEREAS, pursuant to Section 3.2 of the Subscription Agreement, in the event that Bashaw ceases to be a director of the Company, Kostiner has the right to purchase the Shares from Bashaw, and Bashaw is obligated to sell the Shares to Kostiner, for a purchase price of $0.0001 per share, during the three month period from the date of Bashaw’s termination of his position as a director;
 
WHEREAS, Kostiner wishes to exercise his Lapsing Repurchase Right (as defined in said Section 3.2 the Subscription Agreement) and Bashaw wishes to sell his Shares to Kostiner by executing this Purchase Agreement;
 
WHEREAS, Kostiner, Bashaw and the Shares are subject to an Escrow Agreement dated as of October 28, 2005 (the “Escrow Agreement”), which restricts the sale of the Shares until the expiration of the Escrow Period (as defined therein), but pursuant to which Kostiner and Bashaw (along with the other initial shareholders of the Company) retain all of their rights as shareholders;
 
WHEREAS, Kostiner is also subject to the following agreements relating to his ownership of securities in the Company: (1) that certain Stock Subscription Agreement dated June 3, 2005 between Kostiner and the Company (the “Kostiner Subscription Agreement”); and (2) that certain Insider Letter dated September 22, 2005 by and among the Company, Casmir Capital LP and Kostiner (the “Kostiner Insider Letter”);
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:
 
SECTION 1.  Sale of Shares; Escrow Instructions.
 
1.1  Subject to the terms and conditions contained herein, Bashaw hereby agrees to sell to Kostiner, and Kostiner agrees to purchase from Bashaw, on the date on which the Escrow Period (as defined in the Escrow Agreement) expires (herein referred to as the “Escrow Period Expiration Date”) the Shares for a purchase price of $0.0001 per share, or the aggregate purchase price of $4.50. For the sake of clarity, no actual sale or transfer of the Shares shall occur until the Escrow Period Expiration Date. On the Escrow Period Expiration Date, Kostiner shall deliver to Bashaw, at the address showing on the signature page hereto, a check in the aggregate amount of the purchase price. The parties hereto agree that by executing this agreement, Kostiner has effectively exercised his Lapsing Repurchase Right (as defined in Section 3.2 the Subscription Agreement).
 
 
1

 
 
1.2  This Agreement shall serve as the written instructions to the escrow agent pursuant to Section 3 of the Escrow Agreement to disburse the Shares (and any Non-Cash Dividends, as defined in the Escrow Agreement, with respect thereto) to Kostiner at the expiration of the Escrow Period, subject to the earlier liquidation of the Company.
 
SECTION 2.  Restrictions on Shares.
 
2.1  Subject to Agreements. Kostiner understands and, by executing this Agreement does hereby agree, that the Shares are and shall be subject to: (1) the Kostiner Subscription Agreement as though purchased from the Company thereunder; and (2) the Kostiner Insider Letter as though the Shares are part of the Insider Shares, as defined in the Kostiner Insider Letter. The Shares shall also remain subject to the provisions of the Escrow Agreement.
 
2.2  Restrictive Legends. The certificates representing the Share may contain restrictive legends to the effect that they are restricted securities and cannot be resold except according to state and federal law and that they are subject to the agreements set forth in Section 2.1 above.
 
SECTION 3.  Investment Representations of Kostiner.
 
In connection with the purchase of the Shares, Kostiner does hereby represent and warrant as follows:
 
(a)  Investment Intent; Capacity to Protect Interests. Kostiner is acquiring the Shares solely for his own account for investment and not with a view to or for sale in connection with any distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act of 1933 (the “Securities Act”).
 
(b)  Restricted Securities. Kostiner understands and acknowledges that the sale of the Shares has not been registered under the Securities Act; that the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; and that, except as may be provided in any other Agreement between the Company and Kostiner, the Company is under no obligation to register the Shares. Kostiner has no need for liquidity relating to his investment in the Shares and is able to bear the economic risk of his investment in the Shares for an indefinite period of time.
 
(c)  Disposition under Rule 144. Kostiner understands that the Shares are restricted securities within the meaning of Rule 144 promulgated under the Securities Act; that the exemption from registration under Rule 144 will not be available in any event for at least one (1) year from the date of purchase of any payment for the Shares, and even then will not be available unless (i) a public trading market then exists for the Shares, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.
 
(d)  Investor Sophistication. Kostiner has generally such knowledge and experience in business and financial matters and with respect to investments in securities so as to enable him to understand and evaluate the risks and benefits of his investment in the Shares. As Chief Executive Officer and a director of the Company, he has full access to all information concerning the Company.
 
 
2

 
 
SECTION 4.  Successors and Assigns. Except as otherwise expressly provided herein, this Agreement shall bind and inure to the benefit of Kostiner and Bashaw and their respective successors or heirs, distributees and personal representatives and assigns.
 
SECTION 5.  Entire Agreement. This Agreement contains the entire agreement among the parties with respect to the subject matter hereof and supersedes other prior and contemporaneous arrangements or understandings with respect thereto.
 
SECTION 6.  Changes. The terms and provisions of this Agreement may not be modified or amended, or any of the provisions hereof waived, temporarily or permanently, without the prior written consent of each of the parties hereto.
 
SECTION 7.  Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement and that execution may be delivered by facsimile.
 
SECTION 8.  Headings. The benefits of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement.
 
SECTION 9.  Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability. Such prohibition or unenforceability in any one jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
 
SECTION 10.  Governing Law. This Agreement shall be governed by the internal law of the State of Delaware, without regard to the conflicts of law principles thereof.
 
 
3

 
 
IN WITNESS WHEREOF, the parties hereto have executed this Purchase Agreement as of the date and year first written above.
 


        /s/ Barry Kostiner            
          Barry Kostiner



        /s/ James E. Bashaw        
         James E. Bashaw
        Address: _______________________
         _______________________
         _______________________
 

Acknowledged and Agreed to by:
Platinum Energy Resources, Inc.


By: /s/ Mark Nordlicht        
Name: Mark Nordlicht
Title: Chairman
 
 
4

 
-----END PRIVACY-ENHANCED MESSAGE-----