EXHIBIT 10.1
AGREEMENT AND PLAN OF MERGER
Agreement of Merger and Plan of Reorganization dated this 17th of May, 2006
by and between MONET ENTERTAINMENT GROUP, LTD., a Colorado corporation
(hereinafter called "MONET") and REGATTA CAPITAL PARTNERS, INC., a Maryland
corporation (hereinafter called "REGATTA").
WHEREAS
1. The Boards of Directors of REGATTA and MONET have resolved that MONET be
merged and pursuant to the General Corporation Law of the State of Maryland and
the Business Corporation Act of the State of Colorado into a single corporation
existing under the laws of the State of Maryland, to wit, REGATTA, which shall
be the surviving corporation (such corporation in its capacity as such surviving
corporation being sometimes referred to herein as the "Surviving Corporation")
in a transaction qualifying as a reorganization within the meaning of Section
368(a)(1)(F) of the Internal Revenue Code;
2. The authorized capital stock of MONET consists of 25,000, 000 shares of
common stock , (hereinafter called "MONET Common Stock"), of which 6,000,000
shares are issued and outstanding, and 10,000, 000 shares of preferred stock ,
(hereinafter called "MONET Preferred Stock"), of which - 0 - shares are issued
and outstanding;
3. The authorized capital stock of REGATTA consists of 100,000,000 shares
of Common Stock with a par value of $0.001 per share (hereinafter called
"REGATTA Common Stock"), 20 shares of which are issued and outstanding; and
4. The respective Boards of Directors of MONET and REGATTA have approved
the merger upon the terms and conditions hereinafter set forth and have approved
this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual agreements,
provisions, and covenants herein contained, the parties hereto hereby agree in
accordance with the General Corporation Law of the State of Maryland and the
Business Corporation Act of the State of Colorado that MONET shall be, at the
Effective Date (as hereinafter defined), merged (hereinafter called "Merger")
into a single corporation existing under the laws of the State of Maryland, to
wit, REGATTA, which shall be the Surviving Corporation, and the parties hereto
adopt and agree to the following agreements, terms, and conditions relating to
the Merger and the mode of carrying the same into effect.
1. Stockholders' Meetings; Filings; Effects of Merger
1.1 REGATTA Stockholders' Meeting. REGATTA shall call a meeting of its
stockholders to be held in accordance with the General Business Corporation Law
of the State of Maryland at the earliest practicable date, upon due notice
thereof to its stockholders to consider and vote upon, among other matters,
adoption of this Agreement.
1.2 Action by the shareholders of REGATTA. On or before May 17th, 2006 the
shareholders of REGATTA, shall adopt this Agreement in accordance with the
General Corporation Law of the State of Maryland.
1.3 Filing of Certificate of Merger; Effective Date. If (a) this Agreement is
adopted by the stockholders of REGATTA in accordance with the General Business
Corporation Law of the state of Maryland, and (b) this Agreement is not
thereafter, and has not theretofore been, terminated or abandoned as permitted
by the provisions hereof, then a Certificate of Merger shall be filed and
recorded in accordance with the General Corporation Law of the State of Maryland
and Articles of Merger shall be filed in accordance with the Colorado Business
Corporation Act. Such filings shall be made on the same day. The Merger shall
become effective at 9:00 A.M. on August 1st, 2006, which date and time are
herein referred to as the "Effective Date."
1.4 Certain Effects of Merger. On the Effective Date, the separate existence of
MONET shall cease, and MONET shall be merged into REGATTA which, as the
Surviving Corporation, shall possess all the rights, privileges, powers, and
franchises, of a public as well as of a private nature, and be subject to all
the restrictions, disabilities, and duties of MONET; and all and singular, the
rights, privileges, powers, and franchises of MONET, and all property, real,
personal, and mixed, and all debts due to MONET on whatever account, as well for
stock subscriptions and all other things in action or belonging to MONET, shall
be vested in the Surviving Corporation; and all property, rights, privileges,
powers, and franchises, and all and every other interest shall be thereafter as
effectually the property of the Surviving Corporation as they were of MONET, and
the title to any real estate vested by deed or otherwise, under the laws of
Maryland or Colorado or any other jurisdiction, in MONET, shall not revert or be
in any way impaired; but all rights of creditors and all liens upon any property
of MONET shall be preserved unimpaired, and all debts, liabilities, and duties
of MONET shall thenceforth attach to the Surviving Corporation and may be
enforced against it to the same extent as if said debts, liabilities, and duties
had been incurred or contracted by it. At any time, or from time to time, after
the Effective Date, the last acting officers of MONET or the corresponding
officers of the Surviving Corporation, may, in the name of MONET, execute and
deliver all such proper deeds, assignments, and other instruments and take or
cause to be taken all such further or other action as the Surviving Corporation
may deem necessary or desirable in order to vest, perfect, or confirm in the
Surviving Corporation title to and possession of all MONET's property, rights,
privileges, powers, franchises, immunities, and interests and otherwise to carry
out the purposes of this Agreement.
2. Name of Surviving Corporation; Certificate of Incorporation; By-Laws
2.1 Name of Surviving Corporation. The name of the Surviving Corporation from
and after the Effective Date shall be REGATTA CAPITAL PARTNERS, INC.
2.2 Certificate of Incorporation. The Certificate of Incorporation of REGATTA as
in effect on the date hereof shall from and after the Effective Date be, and
continue to be, the Certificate of Incorporation of the Surviving Corporation
until changed or amended as provided by law.
2.3 By-Laws. The By-Laws of REGATTA, as in effect immediately before the
Effective Date, shall from and after the Effective Date be, and continue to be,
the By-Laws of the Surviving Corporation until amended as provided therein.
3. Status and Conversion of Securities
The manner and basis of converting the shares of the capital stock of MONET
and the nature and amount of securities of REGATTA which the holders of shares
of MONET Common Stock are to receive in exchange for such shares are as follows:
3.1 MONET Common Stock. Each Ten (10) shares of MONET Common Stock which shall
be issued and outstanding immediately before the Effective Date shall, by virtue
of the Merger and without any action on the part of the holder thereof, be
converted at the Effective Date into 2.21833 fully paid shares of REGATTA Common
Stock, and outstanding certificates representing shares of MONET Common Stock
shall thereafter represent shares of REGATTA Common Stock. Such certificates
may, but need not be, exchanged by the holders thereof after the merger becomes
effective for new certificates for the appropriate number of shares bearing the
name of the Surviving Corporation.
4. Miscellaneous
4.1. This Agreement of Merger may be terminated and the proposed Merger
abandoned at any time before the Effective Date of the Merger, and whether
before or after approval of this Agreement of Merger by the shareholders of
MONET, if the Board of Directors of MONET or of the Surviving Corporation duly
adopt a resolution abandoning this Agreement of Merger.
4.2. For the convenience of the parties hereto and to facilitate the filing of
this Agreement of Merger, any number of counterparts hereof may be executed; and
each such counterpart shall be deemed to be an original instrument.
IN WITNESS WHEREOF, this Agreement has been executed by MONET ENTERTAINMENT
GROUP, LTD. and REGATTA CAPITAL PARTNERS, INC., Inc. all on the date first above
written.
ATTEST MONET ENTERTAINMENT GROUP, LTD.
By: /s/ Wanda Wages By: /s/ Stephen D. Replin
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Secretary President
ATTEST REGATTA CAPITAL PARTNERS, INC.
By: /s/ Stephen D. Replin By: /s/ James P. Gregory
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Secretary President