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RESTATED
AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This Restated Amendment to Agreement and Plan of Merger (the "Amendment"), dated
September 28, 2000, is entered into by and between Playa Minerals and Energy,
Inc., a Texas corporation ("Playa"), and Regent Group, Inc., a Delaware
corporation (the "Company").
Introduction
Playa and the Company have entered into that certain Agreement and Plan of
Merger, dated March 31, 2000 ("Agreement"). Playa and the Company have entered
into the following amendments to the Agreement (together, the "Prior
Amendments"):
1. Extension Agreement, dated April 20, 2000;
2. Extension Agreement, dated April 28, 2000;
3. Amendment No. 1 to Agreement and Plan of Merger, dated May 5, 2000;
4. Extension Agreement, dated May 15, 2000;
5. Extension Agreement, dated May 30, 2000;
6. Extension Agreement, dated June 15, 2000; and
7. Extension of Agreement to Merge, dated September 11, 2000.
Playa and the Company desire to restate the Prior Amendments and to further
amend the Agreement with this Amendment, such that all amendments to the
Agreement to date shall be reflected in this Amendment.
NOW, THEREFORE, in consideration of the premises, the mutual promises contained
herein, and for other good and valuable consideration, the receipt and
sufficiency which is hereby acknowledged, the parties do hereby agree as
follows:
Agreement
1. The Company hereby acknowledges receipt of (i) $20,000, paid to the
Company by Playa upon execution of the Agreement, in accordance with the terms
of Section 1.8(a) thereof, and (ii) $200,000, paid to the Company by Playa, in
accordance with the terms of Section 1.8(b) of the Agreement.
2. Playa acknowledges receipt of the Disclosure Schedule from the Company.
3. The first sentence of Section 1.3 is hereby deleted in its entirety
and replaced with the following:
"For purposes of this Agreement, the term "Closing Date" shall mean the date of
the Closing, which shall in no event be later than December 31, 2000."
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4. Section 1.4.1, clause (ii) is hereby deleted in its entirety and
replaced with the following:
"(ii) the Certificate of Incorporation of the Company, as in effect immediately
prior to the Effective Time, shall be amended and restated as provided on
Schedule 1.4.1 attached hereto,"
Schedule 1.4.1 is attached to this Amendment and incorporated by reference
herein.
5. Section 1.5.1 is hereby deleted in its entirety and replaced with the
following:
"1.5.1 Company Capital Stock. Each share of capital stock of tile Company issued
and outstanding at the Effective Time shall remain outstanding, and shall be
unchanged at and after the Merger; provided, however, that such stockholders
shall hold an amount equal to 1,000,000 shares of the total amount of issued and
outstanding Company Common Stock after giving effect to the Merger. Included in
such 1,000,000 shares shall be the number of shares of Company Common Stock
underlying all options and warrants to acquire Company Common Stock; provided,
however, that 123,075 shares issuable upon the exercise of outstanding warrants
to acquire Company Common Stock at an exercise price equal to or in excess of
$6.50 per share at the Effective Time shall not be included in such 1,000,000
shares."
Not withstanding the above, it is the express intention of the parties to
exclude the Regent warrants as listed at Exhibit "A".
6. Section 1.5.3 is hereby deleted in its entirety and replaced with the
following:
"1.5.3 Merger Consideration.
"(a) In consideration of the Merger, at the Closing, Playa shall pay to the
Company cash in the amount of $265,000, which the Company shall use for payment
of the indebtedness described on Schedule 1.5.3 hereto.
"(b) In consideration of the Merger, at the Closing, the Merger
consideration with respect to Playa ("Merger Consideration") shall be as
follows:
"(i) all of the issued and outstanding shares of Playa Common Stock (other
than shares to be canceled in accordance with Section 1.5.2) and all shares of
Playa Common Stock underlying the Playa Warrants shall be converted into the
right to receive an aggregate of 11,500,000 shares of the Company Common Stock
after giving effect to the Merger. All shares of Playa Common Stock underlying
the Other Warrants and the Playa Options shall be converted into the right to
receive, for each share of Playa Common Stock underlying such Other Warrants and
Playa Options, one share of Company Common Stock after giving effect to the
Merger.
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"(ii) The Merger Consideration with respect to the Playa Warrants, the Other
Warrants, and the Playa Options shall be warrants or options, as the case may
be, of the Company exercisable upon the same terms and conditions as such Playa
Warrants, Other Warrants or Playa Options, as the case may be, for the number of
shares of Company Common Stock equal to the number of shares of Playa Common
Stock for which such Playa Warrants, Other Warrants or Playa Options, as the
case may be, were previously exercisable. The shares of Playa Common Stock,
Playa Warrants, Other Warrants, Playa Options and Other Options so converted
into the right to receive the Merger Consideration (each a "Converted Security")
shall, by virtue of the Merger and without any action on the part of the holder
thereof, at the Effective Time no longer be outstanding and shall at such time
be canceled and retired and shall cease to exist, and each holder of any
Converted Security shall thereafter cease to have any rights with respect to
such Converted Security, except, upon the surrender of certificates representing
such Converted Securities duly endorsed in blank or accompanied by a stock power
duly executed in blank, the right to receive the Merger Consideration at the
times and in the manner set forth herein.
"(iii) "Playa Warrants" shall mean all issued and outstanding warrants of
Playa with exercise prices less than $3.88 per share; provided, however, that
the following warrants shall not be deemed Playa Warrants ("Other Warrants"):
all warrants to acquire shares of Playa Common Stock at exercise prices equal to
or in excess of $3.88 per share, all warrants issued to placement agents and
financial advisors to Playa in connection with Playa's private placement of
approximately 1,300,000 shares of Playa Common Stock made under that certain
Confidential Private Placement Memorandum, dated June 2, 2000, and all warrants
to be issued to the placement agent under Playa's currently contemplated private
offering of up to 3,500,000 shares of Playa Common Stock with Sanders Morris
Harris Inc. as exclusive placement agent. "Playa Options" shall mean those
certain options to acquire shares of Playa Common Stock granted to certain
employees and consultants of Playa, not to exceed 10% of the total number of
shares of Playa Common Stock issued and outstanding immediately prior to the
Effective Time (currently, such options cover approximately 852,800 shares of
Playa Common Stock)."
7. Section 1.6, clause (iii) is hereby deleted in its entirety and
replaced with the following:
"(iii) a reverse split of the Company Common Stock, which reverse split shall
be accomplished immediately prior to the Effective Time, such that the number of
shares of Company Common Stock issued and outstanding shall comply with the
provisions of Section 1.5.1; and"
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8. Section 7.1.2, clause (ii) is hereby deleted in its entirety and
replaced with the following:
"(ii) if the Closing shall have failed to occur by 5:00 p.m. Houston, Texas
time on December 31, 2000, but only if the Company has not breached this
Agreement and has not failed to perform any of its obligations under this
Agreement;"
9. Section 7.1.3, clause (ii) shall be deleted in its entirety and
replaced with the following:
"(ii) if the Closing shall have failed to occur by 5:00 p.m. Houston, Texas
time on December 31, 2000, but only if Playa has not breached this Agreement and
has not failed to perform any of its obligations under this Agreement;"
10. This Amendment supercedes the Prior Amendments in their entirety, the
parties' intention being that the Agreement and this Amendment shall be read
together as if the Prior Amendments never existed.
11. Capitalized terms not otherwise defined in this Amendment shall have
the meanings given to them in the Agreement.
12. Except as expressly modified herein, the parties each hereby ratifies
and confirms the Agreement, and acknowledge that the same continues, as modified
herein, in full force and effect.
IN WITNESS WHEREOF, the undersigned have duly executed and delivered this
Amendment on the date first hereinabove written.
ATTEST: PLAYA MINERALS & ENERGY, INC.
/s/ By: /s/
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Kenneth Jackson, Secretary John N. Ehrman, J.D., S.P.E.,
President
ATTEST: REGENT GROUP, INC.
/s/ By: /s/
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Anthony C. Vickerson, Secretary Robert M. Long, Chairman
