EXHIBIT 2.1(a)
AMENDMENT NO. 1 TO AGREEMENT AND
PLAN OF MERGER AND REORGANIZATION
AMENDMENT NO. 1, dated as of March 26, 2004, to an AGREMEMENT entered
into as of the 19th day of September 2003 ("Agreement"), by and among GOLF
▇▇▇▇▇▇.▇▇▇, INC., a Delaware corporation (the "Parent"), DPE ACQUISITION CORP.,
a Colorado corporation and wholly owned subsidiary of the Parent ("Merger Sub"),
and DIRECT PETROLEUM EXPLORATION, INC., a Colorado corporation (the "Target").
The Parent and the Merger Sub are referred to together herein as the "Parent
Parties," and the Parent Parties and the Target are referred to collectively
herein as the "Parties."
WHEREAS, under Section 11.1(f) of the Agreement, each party has the
right to terminate the Agreement if the Effective Time (as defined in the
Agreement) has not occurred on or prior to the six month anniversary of the date
of the Agreement; and
WHEREAS, each of the parties to the Agreement desires to waive any
currently existing right to so terminate under Section 11.1(f) resulting from
the passage of the six-month anniversary of the Agreement; and
WHEREAS, each of the parties desires that Section 11.1(f) of the
Agreement be immediately amended as provided herein.
NOW THEREFORE, it is hereby agreed that: 1. Each of the undersigned
hereby waives any currently existing right to terminate the Agreement under
Section 11.1(f) resulting from the passage of the six-month anniversary of the
Agreement.
2. Section 11.1(f) of the Agreement is hereby restated and amended to
read in its entirety as follows:
" (f) By either the Target or the Parent Parties (if the
terminating Party is not then in material breach of its obligations
hereunder) if the Effective Time has not occurred by nine months from
the date of this Agreement for any reason unless the Parties agree to
an extension in writing."
3. The foregoing waivers and amendment shall be deemed effective as of
March 19, 2004.
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IN WITNESS WHEREOF the parties hereto have caused this Amendment No. 1
to be executed as an instrument under seal in multiple counterparts as of the
date set forth above by their duly authorized representatives.
GOLF ▇▇▇▇▇▇.▇▇▇, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Financial Officer and Treasurer
DPE AQUISITION CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President, Treasurer and Secretary
DIRECT PETROLEUM EXPLORATION, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: President
The undersigned hereby acknowledges
and agrees to the Amendment.
WAVETECH GEOPHYSICAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
WAVENET COMMUNICATIONS, LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
ADVANCED PETROLEUM TECHNOLIOGIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
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