Mark Nordlicht and Platinum – As Seen in Contracts – A Chilling Pattern

Mark Nordlicht – The Beauty, Pure Genius of it all…

A Sampling of His Contractual Legitimization and SEC Registration of a Strategy of Removing Assets and Destroying Companies…

Many readers will recognize the companies listed in the below contractual thread. Most of those companies represent only a small number of Platinum Partners’ and Nordlichts’ victims. It would take a staff to review each and every contract and take the entire picture as a sum of each of  its brushstrokes.

In broad terms, if you review the pattern we illustrated in several previous posts through the lens of the total strategy. The serial corporate piracy becomes all too clear. We leave it to you.

SEC Government Links:

https://www.sec.gov/Archives/edgar/data/1031927/000101359414000444/echodfan14a-053014.pdf
https://www.sec.gov/Archives/edgar/data/1031927/000101359414000723/echoex991-122214.htm
https://www.sec.gov/Archives/edgar/data/1031927/000114036114027289/xslF345X01/doc1.xml
https://www.sec.gov/Archives/edgar/data/1031927/000114036113028586/misc1.htm

Sample Contracts with Mark Nordlicht

Navidea Biopharmaceuticals, Inc. –Settlement Agreement(June 29th, 2016)

This Settlement Agreement (this “Agreement”) is made as of June 16, 2016, by and among Navidea Biopharmaceuticals, Inc., a Delaware corporation (“Navidea” or the “Company”); Platinum Partners Value Arbitrage Fund, L.P. and Platinum-Montaur Life Sciences, LLC (collectively, the “Platinum Defendants”); a stockholder of the Company, Cody Christopherson (“Christopherson” or the “Stockholder”); and Hunter & Kmiec, a New York general partnership and counsel to the Stockholder (“HK” or “Counsel”). Collectively, Navidea, the Platinum Defendants, Christopherson and HK are referred to as the “Parties”.

Navidea Biopharmaceuticals, Inc. –April 7, 2016 Navidea Biopharmaceuticals, Inc. 5600 Blazer Parkway, Suite 200 Dublin, OH 43017-1367 Attention: CFO Tel: 614-973-7474 Fax: 614-793-7522 E-Mail: blarson@navidea.com E-Mail in Care Of: bjohnson@navidea.com Kevin W. Waite Moomjian, Waite & Coleman, LLP(April 13th, 2016)
Navidea Biopharmaceuticals, Inc. –Agreement(March 18th, 2016)

This Agreement (this “Agreement”) is made and entered into as of March 14, 2016, by and among Navidea Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and the entities and natural person listed on Exhibit A hereto and their respective Affiliates (collectively, the “Sub Lender”) (each of the Company and the Sub Lender, a “Party” to this Agreement, and collectively, the “Parties”).

Securities Purchase Agreement by and Between the Investors Listed on the Signature Pages Hereto and Echo Therapeutics, Inc. December 18, 2014(April 15th, 2015)

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 18, 2014, is made by and between Echo Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Exhibit A hereto (collectively, the “Investors”).

Platinum Partners Value Arbitrage Fund L.P. C/O Platinum Partners(April 15th, 2015)

This Letter of Agreement, including the Exhibits attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the investment by certain investors (collectively, the “Investors”) in Echo Therapeutics, Inc. (the “Company”). In consideration of the good and valuable consideration, including the mutual covenants, agreements and promises set forth in this Agreement and elsewhere, the receipt and sufficiency of which are hereby acknowledged, each of the Investors and the Company hereto agree as follows.

Naturalnano –Platinum Long Term Growth Iv, Llc(September 15th, 2009)

Reference is made to the $2,750,000 8% Senior Secured Promissory Note due March 6, 2009, issued on or about March 6, 2007, the $150,000 8% Senior Secured Promissory Note due March 6, 2009, issued on or about August 4, 2008, the $190,000 Senior Secured Promissory Note due January 31, 2010, issued on or about September 29, 2008, the $59,500 Senior Secured Promissory Note due January 31, 2010, issued on or about October 31, 2008 and the $14,941.34 8% Senior Secured Promissory Note, issued on or about February 20, 2009 (together the “Notes”) from NaturalNano, Inc. and NaturalNano Research, Inc. (jointly and severally, the “Borrower”) to Platinum Long Term Growth IV, LLC (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the respective meanings given in the Notes.

Naturalnano –Platinum Long Term Growth Iv, Llc(September 15th, 2009)

Reference is made to the 8% Senior Secured Promissory Note, dated as of April 3, 2009, in the original principal amount of $136,375.98, the 8% Senior Secured Promissory Note, dated as of April 17, 2009, in the original principal amount of $5,000, and the 8% Senior Secured Promissory Note, dated as of May 12, 2009, in the original principal amount of $15,000 (collectively the “Notes”) from NaturalNano, Inc. and NaturalNano Research, Inc. (jointly and severally, the “Borrower’) to Platinum Long Term Growth IV, LLC (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the respective meanings given in the Notes.

Naturalnano –Platinum Long Term Growth Iv, Llc(April 15th, 2009)

Reference is made to the $2,750,000 8% Senior Secured Promissory Note due March 6, 2009, issued on or about March 6, 2007, the $150,000 8% Senior Secured Promissory Note due March 6, 2009, issued on or about August 4, 2008, the $190,000 Senior Secured Promissory Note due January 31, 2010, issued on or about September 29, 2008, the $59,500 Senior Secured Promissory Note due January 31, 2010, issued on or about October 31, 2008 and the $14,941.34 8% Senior Secured Promissory Note, issued on or about February 20, 2009 (together the “Notes”) from NaturalNano, Inc. and NaturalNano Research, Inc. (jointly and severally, the “Borrower”) to Platinum Long Term Growth IV, LLC (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the respective meanings given in the Notes.

Amendment No. 7 to Asset Acquisition Agreement and Plan of Reorganization(November 1st, 2007)

THIS AMENDMENT NO. 7 TO THE ASSET ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into this 26th day of October, 2007, by and between Tandem Energy Corporation, a Colorado corporation (“Seller”), Platinum Energy Resources, Inc., a Delaware corporation (“Platinum”), and PER Acquisition Corp., a Delaware corporation (“Buyer”).

Amendment No. 6 to the Asset Acquisition Agreement and Plan of Reorganization(September 10th, 2007)

THIS AMENDMENT NO. 6 TO THE ASSET ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into this 4th day of September, 2007, by and between Tandem Energy Corporation, a Colorado corporation (“Seller”), Platinum Energy Resources, Inc., a Delaware corporation (“Platinum”), and PER Acquisition Corp., a Delaware corporation (“Buyer”).

Optionable –Contract(August 14th, 2007)

Exhibit 10.1 CONFIDENTIAL TREATMENT REQUESTED BY OPTIONABLE, INC. OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. – ——————————————————————————– STOCK AND WARRANT PURCHASE AGREEMENT BY AND AMONG OPTIONABLE, INC., MARK NORDLICHT, RIDGECREST CAPITAL, INC., PIERPONT CAPITAL, INC. AND NYMEX HOLDINGS, INC. Dated as of April 10, 2007 – ——————————————————————————– TABLE OF CONTENTS Page

Optionable –Contract(August 14th, 2007)

Exhibit 10.2 INVESTOR RIGHTS AGREEMENT INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of April 10, 2007, by and among: (a) Optionable, Inc., a Delaware corporation (the “Company”), (b) NYMEX Holdings, Inc., a Delaware corporation (the “Investor”), and (c) Mark Nordlicht, Edward O’Connor, through Ridgecrest Capital, Inc., a New York corporation (“Ridgecrest”), and Kevin Cassidy, through Pierpont Capital, Inc., a New York corporation (“Pierpont”) (each a “Founder” and collectively, the “Founders”). WHEREAS, as part of the transactions contemplated by the Stock and Warrant Purchase Agreement, dated as of April 10, 2007 (the “Stock and Warrant Purchase Agreement”), by and among the Company, the Investor and the Founders, the Investor is purchasing (i) an aggregate 10,758,886 shares of Common Stock (as defined below) of the Company from the Founders, and (ii) the Warrant (as defined below) from the Company;

Optionable –Contract(August 14th, 2007)

Exhibit 10.3 WAIVER WAIVER AGREEMENT, effective as of April 10, 2007 (the “Waiver”), with respect to that certain Loan Agreement, dated as of March 22, 2004, between Optionable, Inc., a Delaware corporation (the “Borrower”) and Mark Nordlicht, an individual (the “Lender”) (the “Loan Agreement”). W I T N E S S E T H: WHEREAS, the Borrower and the Lender are parties to the Loan Agreement; WHEREAS, Section 2.b.2 of the Loan Agreement provides, in part, that following the first financing, the Borrower shall prepay Lender a certain portion of the Loan (as defined in the Loan Agreement) and shall begin to pay interest on the remaining unpaid balance; WHEREAS, the Borrower and the Lender are parties to a Stock and Warrant Purchase Agreement, dated as of April 10 , 2007, (the “Stock and Warrant Purchase Agreement”) by and among the Borrower, the Lend

Optionable –Contract(August 14th, 2007)

Exhibit 4.1 WARRANT to Purchase Common Stock of Optionable, Inc. Warrant No. 0001 Original Issue Date: April 10, 2007 THIS WARRANT IS NON TRANSFERABLE OTHER THAN TO A WHOLLY OWNED SUBSIDIARY OR OTHER AFFILIATE OF NYMEX. A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE CORPORATION OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS WILL BE FURNISHED BY THE CORPORATION, WITHOUT CHARGE, TO EACH WARRANTHOLDER WHO SO REQUESTS, UPON REQUEST TO THE SECRETARY OF THE CORPORATION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN INVESTOR RIGHTS AGREEMENT DATED APRIL 1

Optionable –Contract(August 14th, 2007)

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT between OPTIONABLE, INC. and NYMEX HOLDINGS, INC. ___________________ Dated as of April 10, 2007 TABLE OF CONTENTS Page 1. Certain Definitions………………………………………..1 2. Demand Registrations……………………………………….4 (a) Right to Request Registration……………………….4 (b) Number of Demand Registrations………………………4 (c) Priority on Demand Registrations…………………….4 (d) Restrictions on Demand Registrations…………………5 (e) Selection of Underwriters………..

Amendment No. 5 to Asset Acquisition Agreement and Plan of Reorganization(July 24th, 2007)

THIS AMENDMENT NO. 5 TO THE ASSET ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into this 18th day of July, 2007, by and between Tandem Energy Corporation, a Colorado corporation (“Seller”), Platinum Energy Resources, Inc., a Delaware corporation (“Platinum”), and PER Acquisition Corp., a Delaware corporation (“Buyer”).

Amendment No. 4 to Asset Acquisition Agreement and Plan of Reorganization(June 4th, 2007)

THIS AMENDMENT NO. 4 TO ASSET ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into this 1st day of June, 2007, by and between Tandem Energy Corporation, a Colorado corporation (“Seller”), Platinum Energy Resources, Inc., a Delaware corporation (“Platinum”), and PER Acquisition Corp., a Delaware corporation (“Buyer”).

Amendment No. 3 to Asset Acquisition Agreement and Plan of Reorganization(April 4th, 2007)

THIS AMENDMENT NO. 3 TO ASSET ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into this 29th day of March, 2007, by and between Tandem Energy Corporation, a Colorado corporation (“Seller”), Platinum Energy Resources, Inc., a Delaware corporation (“Platinum”), and PER Acquisition Corp., a Delaware corporation (“Buyer”).

Naturalnano –Registration Rights Agreement(March 8th, 2007)

This Registration Rights Agreement (the “Agreement”) is made and entered into as of 7th day of March 2007 by and among NaturalNano, Inc., a Nevada corporation (the “Company”), and the investors identified on the signature page hereto (each an “Investor” and collectively “Investors”).

Naturalnano –Loan and Security Agreement(March 8th, 2007)

THIS AGREEMENT made as of March 7, 2007 by and among the investors listed on Schedule 1 to this Agreement (collectively, the “Investors,” and each, individually, a “Investor”), Platinum Advisors LLC, a limited liability company, as agent for the Investors (the “Agent”) and NaturalNano, Inc., a Nevada corporation with its chief executive office, principal place of business and mailing address at 15 Schoen Place, Pittsford, New York 14534-2025 (“NaturalNano”), and NaturalNano Research, Inc., a Delaware corporation (“NN Research” and, together with NaturalNano, the “Borrower”). The obligations of NaturalNano and NN Research shall be joint and several.

Amendment No. 2 to Asset Acquisition Agreement and Plan of Reorganization(February 15th, 2007)

THIS AMENDMENT NO. 2 TO ASSET ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION (this ” Amendment “) is made and entered into this 9th day of February, 2007, by and between Tandem Energy Corporation , a Colorado corporation (” Seller “), Platinum Energy Resources, Inc. , a Delaware corporation (” Platinum “), and PER Acquisition Corp. , a Delaware corporation (” Buyer “).

Amendment to Unit Purchase Options(November 9th, 2006)

This AMENDMENT TO UNIT PURCHASE OPTIONS (this ”Amendment”), dated November 3, 2006, is made by and between Platinum Energy Resources, Inc. (the ”Company”) and the holders designated on the signature page hereof (”Holders”), to those certain Unit Purchase Options referred to below.

Warrant Clarification and Confirmation Agreement(November 9th, 2006)

This Warrant Clarification and Confirmation Agreement (this ”Agreement”), dated November 3, 2006, is to the Warrant Agreement, dated as of October 24, 2005 (the ”Warrant Agreement”), by and between Platinum Energy Resources, Inc., a Delaware corporation (”Company”), and American Stock Transfer & Trust Company, a New York corporation (”Warrant Agent”).

Consulting Agreement(November 1st, 2006)

This CONSULTING 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 (“Duncan”).

Consulting Agreement(November 1st, 2006)

This CONSULTING 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 (“Duncan”).

Termination Agreement(October 11th, 2006)

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”.

Asset Acquisition Agreement and Plan of Reorganization(October 11th, 2006)

In the event the Platinum Claim involves any action by an unaffiliated third party, no compromise or settlement thereof may be effected by Platinum without the Tandem Representative’s consent (which shall not be unreasonably withheld).

Amendment No. 3 to Agreement and Plan of Merger(August 22nd, 2006)

THIS AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into this 17th day of August, 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”).

Amendment No. 2 to Agreement and Plan of Merger(August 4th, 2006)

THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into this 31st day of July, 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”).

Agreement and Plan of Merger(August 1st, 2006)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into this 26th day of January, 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”).

Amendment No. 1 to Agreement and Plan of Merger(July 6th, 2006)

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of the 30th day of June, 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”).

Optionable –Contract(April 12th, 2006)

Amendment to Master Services Agreement dated April 1, 2004 And to Loan Agreement dated March 22, 2004 The undersigned acknowledge and agree to the following amendments to (i) Master Services Agreement (“Master Services Agreement”) dated April 1, 2004, as modified, between Optionable, Inc. (“OPEX”) and Capital Energy Services, LLC (“CES”) and (ii) Loan Agreement (“Loan Agreement”) dated March 22, 2004, as modified, between OPEX and Mark Nordlicht (“Nordlicht”). 1. Capitalized terms not defined herein shall have the meanings ascribed to them in the Master Services Agreement or the Loan Agreement, as the case may be. 2. The Master Services Agreement is hereby amended by deleting Section 2(e)iii.1. thereof and inserting the following in its place and stead: 1. The Repayment Allocation is defined as follows; A percentage, established at the discretion o

Agreement and Plan of Merger(February 1st, 2006)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into this 26th day of January, 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”).

Optionable –Contract(November 3rd, 2005)

EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of October 30, 2005 (this “Agreement”), between OPTIONABLE, INC., a Delaware corporation (“Employer”) and KEVIN P. CASSIDY (“Employee”). W I T N E S S E T H: – – – – – – – – – – WHEREAS, Employer is engaged in the business of providing trading and brokerage services to brokerage firms, financial institutions, energy traders, and hedge funds, and developing an automated electronic trading system; and WHEREAS, Employee seeks to be employed by Employer and Employer seeks to so engage Employee as its Chief Executive Officer and Vice Chairman; NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, agree as follows.

Contract(September 30th, 2005)

UNDERWRITING AGREEMENT between PLATINUM ENERGY RESOURCES, INC. and CASIMIR CAPITAL, L.P. and CANTOR FITZGERALD & CO. As Representatives of the Underwriters named on Schedule I Dated: , 2005 PLATINUM ENERGY RESOURCES, INC. UNDERWRITING AGREEMENT New York, New York , 2005 Casimir Capital L.P. Cantor Fitzgerald & Co. As Representatives of the Underwriters named on Schedule I hereto c/o Casimir Capital L.P. 489 Fifth Avenue New York, New York 10017 Dear Sirs: The undersigned, Platinum Energy Resources, Inc., a Delaware corporation (“Compa

 

Contract(September 28th, 2005)

INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of , 2005 by and between Platinum Energy Resources, Inc. (the “Company”) and American Stock Transfer & Trust Company (“Trustee”). WHEREAS, the Company’s Registration Statement on Form S-1, No. 333-125687 (“Registration Statement”), for its initial public offering of securities (“IPO”) has been declared effective as of the date hereof by the Securities and Exchange Commission (“Effective Date”); and WHEREAS, Casimir Capital LP (“Casimir”) and Cantor Fitzgerald (“Cantor”) are acting as the representatives of the underwriters in the IPO; and WHEREAS, as described in the Company’s Registration Statement, and in accordance with the Company’s Certificate of Incorporation, $131,760,000 of the gross proceeds of the IPO ($151,524,000 if the underwriters over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a trust account for the benefit of the C

Contract(August 31st, 2005)

PROMISSORY NOTE $5,000 As of August 29, 2005 New York, New York Platinum Energy Resources, Inc. (the “Maker”) promises to pay to the order of Mark Nordlicht (the “Payee”) the principal sum of Five Thousand Dollars and No Cents ($5,000.00) in lawful money of the United States of America, together with interest on the unpaid principal balance of this Note, on the terms and conditions described below. 1. Principal. The principal balance of this Note shall be repayable on the earlier of (i) May 5, 2006 or (ii) the date on which Maker consummates an initial public offering of its securities. 2. Interest. Interest shall accrue at the rate of 4% annually (non-compounded) on the unpaid principal balance of this Note. 3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under

Contract(August 31st, 2005)

Exhibit 10.9 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of , 2005 by and between Platinum Energy Resources, Inc. (the “Company”) and American Stock Transfer & Trust Company (“Trustee”). WHEREAS, the Company’s Registration Statement on Form S-1, No. 333-125687 (“Registration Statement”), for its initial public offering of securities (“IPO”) has been declared effective as of the date hereof by the Securities and Exchange Commission (“Effective Date”); and WHEREAS, Casimir Capital LP (“Casimir”) is acting as the representative of the underwriters in the IPO; and WHEREAS, as described in the Company’s Registration Statement, and in accordance with the Company’s Certificate of Incorporation, $95,160,000 of the gross proceeds of the IPO ($109,434,000 if the underwriters over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and

Contract(July 27th, 2005)

Ehxibit 1.1 UNDERWRITING AGREEMENT between PLATINUM ENERGY RESOURCES, INC. and CASIMIR CAPITAL, L.P. Dated: ____________________, 2005 PLATINUM ENERGY RESOURCES, INC. UNDERWRITING AGREEMENT New York, New York , 2005 Casimir Capital, L.P. 489 Fifth Avenue New York, New York 10017 Dear Sirs: The undersigned, Platinum Energy Resources, Inc., a Delaware corporation (“Company”), hereby confirms its agreement with Casimir Capital, L.P. (hereinafter referred to as “you,” “Casimir” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Casimir is acting as Representativ

Contract(June 10th, 2005)

EXHIBIT 10.13 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ______ day of _________, 2005, by and among: Platinum Energy Resources, Inc., a Delaware corporation (the “Company”); and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors currently hold all of the issued and outstanding securities of the Company; WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of shares of Common Stock held by them; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. DEFINITIONS. The following ca

Contract(June 10th, 2005)

EXHIBIT 10.7 June 3, 2005 Platinum Energy Resources, Inc. 152 West 57th Street, 54th Floor New York, New York 10019 Casimir Capital LP 489 Fifth Avenue New York, New York 10017 Re: Initial Public Offering Gentlemen: The undersigned stockholder, officer and director of Platinum Energy Resources, Inc. (“Company”), in consideration of Casimir Capital LP (“Casimir”) entering into a letter of intent, dated May 4, 2005 (the “Letter of Intent”), to underwrite an initial public offering of the securities of the Company (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof): 1. If the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all Insider Shares owned by the undersigned in accordance with the majority of the votes cast by the holders of the IPO Shares. 2. In the event that the Company fails to consummate a Business Combinatio

Contract(June 10th, 2005)

EXHIBIT 10.12 PROMISSORY NOTE $175,000 As of May 5, 2005 New York, New York Platinum Energy Resources, Inc. (the “Maker”) promises to pay to the order of Mark Nordlicht (the “Payee”) the principal sum of One Hundred Seventy-Five Thousand Dollars and No Cents ($175,000.00) in lawful money of the United States of America, together with interest on the unpaid principal balance of this Note, on the terms and conditions described below. 1. Principal. The principal balance of this Note shall be repayable on the earlier of (i) May 5, 2006 or (ii) the date on which Maker consummates an initial public offering of its securities. 2. Interest. Interest shall accrue at the rate of 4% annually (non-compounded) on the unpaid principal balance of this Note. 3. Application of Payments. All payments shall be applied first to

Optionable –Contract(May 4th, 2005)

ADDENDUM TO PROMISSORY NOTE DATED MARCH 22, 2004 The undersigned acknowledges and agrees to the following changes to the Promissory Note, dated March 22, 2004, between Optionable, Inc. (the “Borrower”) and Mark Nordlicht (the “Lender”), to which this addendum is attached (the “Promissory Note”); 1. The first paragraph of the Promissory Note will be replaced with the following paragraph: FOR VALUE RECEIVED, OPTIONABLE, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of MARK NORDLICHT (the “Lender”) at the office of the Lender located at c/o Platinum Partners LP, Carnegie Hall Tower, 152 West 57th Street, 54th Floor, New York, NY 10019, or at such other places as the holder hereof may from time to time designate in writing, the principal sum of $5,621,753.18. This Note will be due and payable on the first to occur of; (i) The March 22, 2014, at which time the Borrower will pay Lender $5,621,753.1

Optionable –Contract(May 4th, 2005)

ADDENDUM TO LOAN AGREEMENT DATED MARCH 22, 2004 The undersigned acknowledges and agrees to the following changes to the Loan Agreement, dated March 22, 2004, between Optionable, Inc. (the “Borrower”) and Mark Nordlicht (the “Lender”), to which this addendum is attached (the “Loan Agreement”); WHEREAS, Kevin P. Cassidy, Edward J. O’Connor and the Lender requested a negotiation of the Loan Agreement and the Deferred Payment to Capital Energy Services LLC (“CES”); WHEREAS, the Deferred Payment, specified in Section 2(e) of the Master Services Agreement with CES (the “Deferred Payment”), has been assigned by CES to Kevin P. Cassidy (“Cassidy”), as to 50% (the “Cassidy Payment”), and Edward J. O’Connor (“O’Connor”), as to 50% (the “O’Connor Payment”); WHEREAS, OPEX created a Finance Committee which negotiated the Loan Agreement and the Deferred Payment to CES; NOW, THEREFORE, the parties hereby agree as follows: 1. SECTION 2 of the

Optionable –Contract(May 4th, 2005)

ADDENDUM TO MASTER SERVICES AGREEMENT DATED APRIL 1, 2004 The undersigned acknowledges and agrees to the following changes to the Master Services Agreement, dated April 1, 2004, between Optionable, Inc. (“OPEX”) and Capital Energy Services (“CES”), to which this addendum is attached (the

 

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