EXHIBIT 2.2
FIRST AMENDMENT TO AGREEMENT AND
PLAN OF REORGANIZATION
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (this
"AMENDMENT"), is dated to be effective as of March 30 1999, by and among PLANET
RESOURCES, INC., a Delaware corporation ("PLANET"), NATIONAL LAW LIBRARY, INC.,
a Texas corporation ("NATIONAL") and each of the undersigned stockholders of
National (the "STOCKHOLDERS").
RECITALS
WHEREAS, Planet, National and the Stockholders entered into that certain
Agreement and Plan of Reorganization dated March 25, 1999 (the "AGREEMENT"),
pursuant to which National became a wholly-owned-subsidiary of Planet on the
terms described therein; and
WHEREAS, the parties to the Agreement desire to amend and modify the
Agreement as hereinafter set forth.
NOW, THEREFORE, BE IT RESOLVED, National, Planet and Stockholders
accordingly hereby amend the Agreement as described in this Amendment.
IN CONSIDERATION of the foregoing recitals, the agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, National, Planet and Stockholders hereby agree
as follows:
1. AMENDMENT OF SECTION 1 OF THE AGREEMENT. Section 1 of the Agreement is
amended to read in its entirety as follows:
"EXCHANGE OF SHARES. Planet and Stockholders agree that as of March 30,
1999, (the "Closing Date") Stockholders will exchange all of the issued and
outstanding shares of common stock of National (18,000,000 shares presently
outstanding) for 6,000,000 shares (the "Shares") of Planet's common stock, $.001
par value per share (the "Common Stock"). Planet and Stockholders further
agree, that, subject to Section 5(k) herein, as additional consideration to
Stockholders, Planet will deliver to Stockholders an additional 12,000,000
shares (the "Additional Shares") of Common Stock at such time when Planet has
increased its authorized shares of Common Stock from 10,000,000 shares to
30,000,000 shares."
2. AMENDMENT OF SECTION 2 OF THE AGREEMENT. Section 2 of the Agreement is
amended to read in its entirety as follows:
"DELIVERY OF SHARES. On the Closing Date, Stockholders will deliver to
Planet the certificates representing all of the outstanding shares of National's
common stock, duly endorsed (or with duly executed stock powers) so as to make
Planet the sole owner thereof, free and clear of all claims and encumbrances
except as specifically assumed by Planet. Simultaneously, on the Closing Date,
Planet will deliver the certificates representing the Shares to Stockholders or
their duly authorized representative. In addition, pursuant to Section 5(k)
herein, Planet will deliver the certificates representing the Additional Shares
to Stockholders or their duly authorized representative dated as of a date
within 120 days from the Closing Date."
3. AMENDMENT OF SECTION 4(A) OF THE AGREEMENT. Section 4(a) of the Agreement
is amended to read in its entirety as follows:
"(i) Shares of Common Stock. The Shares to be delivered to Stockholders at
Closing will be valid and legally issued shares of Common Stock, free
and clear of all liens, encumbrances and preemptive rights, and will
be fully-paid and non-assessable shares.
(ii) The Additional Shares. The Additional Shares to be delivered to
Stockholders according to Section 5(k) herein, will be valid and
legally issued shares of Common Stock, free and clear of all liens,
encumbrances and preemptive rights, and will be fully-paid and non-
assessable shares."
4. AMENDMENT OF SECTION 4(J) OF THE AGREEMENT. Section 4(j) of the Agreement
is amended to read in its entirety as follows:
"Capitalization. As of the date of this Agreement, the capitalization of
Planet consists of authorized common stock of 10,000,000 shares, of which
4,000,000 shares are outstanding. However, on the Closing Date, after giving
effect to the reverse stock split referred to in Section 5(k) herein, 2,000,000
shares of Common Stock will be outstanding. All of the Shares have been duly
authorized, validly issued, and are fully-paid and non-assessable, and the
Shares were issued in compliance will all applicable federal and state
securities laws. Except for the shares of Common Stock owned by the
stockholders of Planet as of March 25, 1999, and the further issuance of
securities referred to in and contemplated by this Agreement, there are no
outstanding or presently authorized securities, warrants, preemptive rights,
subscription rights, options or related commitments of any nature to issue any
securities of Planet."
5. ADDITION OF SECTION 5(K) OF THE AGREEMENT. There is added a Section 5(k) of
the Agreement, to read in its entirety as follows:
"(k) Reverse Stock Split and Additional Shares. Planet expressly agrees
and covenants that:
(1) on or before the Closing Date, Planet will cause a reverse stock split
to occur, pursuant to which, as of the Closing Date, prior to giving effect to
the transactions reflected in this Agreement, 2,000,000 shares of Common Stock
will be outstanding;
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PLAN OR REORGANIZATION -- Page 2
(2) as soon as practicable, and, in any event, within 120 days from the
Closing Date, the Additional Shares will be authorized, validly issued, and will
be fully-paid and non-assessable, and all such shares will be issued to
Stockholders in compliance will all applicable federal and state securities
laws;
(3) it will deliver certificates representing the Additional Shares to
Stockholders as soon as practicable, and, in any event, within 120 days from the
Closing Date, after Planet has filed a Certificate of Amendment to its
Certificate of Incorporation with the State of Delaware increasing Planet's
authorized Common Stock from 10,000,000 shares to 30,000,000 shares; and
(4) except for the issuance of securities referred to in and contemplated
by this Agreement, there will be no outstanding or authorized securities,
warrants, preemptive rights, subscription rights, options or related commitments
of any nature to issue any of Planet's securities."
6. AMENDMENT OF SECTION 6 OF THE AGREEMENT. Section 6 of the Agreement is
amended to read in its entirety as follows:
"CLOSING. The Closing (the "Closing") shall take place on the Closing
Date. The Closing shall take place at the offices of Sonfield & Sonfield, 000
Xxxxx Xxxx Xxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, or at such place as may be
mutually agreed upon by the parties."
7. TERMS OF AGREEMENT. Except as expressly amended by this Amendment, the
Agreement is and shall be unchanged and continue in full force and effect.
8. EFFECT OF AMENDMENT. The Agreement and any and all other documents
heretofore, now or hereafter executed and delivered pursuant to the terms of the
Agreement are hereby amended so that any reference to the Agreement in the
Agreement or the other documents shall mean a reference to the Agreement as
amended hereby.
9. REAFFIRMATION. Each of Planet, National and the Stockholders hereby
represent and warrant to each other that:
(a) the execution, delivery and performance of this Amendment and any and
all other loan documents executed and delivered in connection with this
Amendment have been authorized by all requisite corporate action on the part of
Planet and National and will not violate the articles of incorporation (or other
charter documents) or bylaws of any of Planet and National; and
(b) the representations and warranties contained in the Agreement, as
amended hereby, are true and correct on and as of the date hereof as though made
on and as of the date hereof; and
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PLAN OR REORGANIZATION -- Page 3
(c) each of Planet, National and Stockholders is in full compliance with
all covenants and agreements contained in the Agreement, as amended hereby.
10. ENFORCEABILITY. Planet, National and Stockholders hereby represent and
warrant to each other that, as of the date of this Amendment, the Agreement and
all documents and instruments executed in connection therewith are in full force
and effect and that there are no claims, counterclaims, offsets or defenses to
any of such documents or instruments.
11. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF DELAWARE.
12. MULTIPLE COUNTERPARTS, ETC. This Amendment may be executed in a number
of identical separate counterparts, each of which for all purposes is to be
deemed an original, but all of which shall constitute, collectively, one
agreement. No party to this Amendment shall be bound hereby until a counterpart
of this Amendment has been executed by all parties hereto. Any party to this
Amendment may submit their signature hereto by facsimile, provided, however,
that each of Planet and National receive an originally executed signature of
each Stockholder within one week of each Stockholder's receipt of this
Agreement. References herein to "including" mean "including, without
limitation."
13. OTHER AGREEMENTS. THE WRITTEN AGREEMENT, AS AMENDED BY THIS AMENDMENT,
REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
FIRST AMENDMENT TO AGREEMENT AND
PLAN OR REORGANIZATION -- Page 4
THIS AMENDMENT is executed and effective as of the date first written
above.
PLANET: PLANET RESOURCES, INC.,
a Delaware corporation
By: /s/ Xx Xxxxx
-------------------------------
Name:
Title:
NATIONAL: NATIONAL LAW LIBRARY, INC.,
a Texas corporation
By: /s/ Hunter M.A. Xxxx
-------------------------------
Name:
Title: Chairman/CEO
STOCKHOLDERS: THE STOCKHOLDERS OF
NATIONAL LAW LIBRARY, INC.
By: /s/ Hunter M.A. Xxxx
-------------------------------
Name: Hunter M.A. Xxxx
Title: Attorney in Fact for each
Stockholder
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PLAN OR REORGANIZATION -- Page 5
