Exhibit 2.2
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
The undersigned, being all of the parties (the "Parties") to the
Agreement and Plan of Merger, dated July 20, 2001 (the "Merger Agreement"), by
and among MonsterDaata, Inc. , a Delaware corporation ("MonsterDaata"),
NeighborhoodFind.com, LLC, a Delaware limited liability company
("NeighborhoodFind") and the members of NeighborhoodFind, desire to amend the
Merger Agreement, effective July 31, 2001, as provided herein. Capitalized terms
used herein without definition shall have the respective meanings set forth in
the Merger Agreement.
WHEREAS, the Parties desire to reduce and reallocate the
distribution of MonsterDaata Securities between the Members pursuant to Section
1.5(a) of the Merger Agreement, and to provide for the distribution of
MonsterDaata Securities on behalf of the Members to certain Persons who are not
Members; and
WHEREAS, the Parties desire to reallocate between the Members the
obligation to have certain of the MonsterDaata Securities otherwise issuable to
the Members deposited into an Escrow Fund pursuant to Section 1.7(a) of the
Merger Agreement.
NOW THEREFORE, in consideration of the premises and of the
agreements contained herein, it is hereby agreed as follows.
1. Amendments. (a) Section 1.5(a)(ii) of the Merger Agreement is hereby
amended and restated in its entirety to read as follows:
(ii) the membership interests of
NeighborhoodFind (the "NeighborhoodFind Interests") beneficially owned by
the Members listed below, which membership interests constitute all of the
issued and outstanding membership interests of NeighborhoodFind, shall, by
virtue of the Merger and without any action on the part of the holders
thereof, be converted into the right to receive the MonsterDaata
Securities specified below (which, in the aggregate, constitutes 25% of
the shares of Common Stock outstanding following the Merger on a
fully-diluted basis, less 500,000 shares of each of the Common Stock and
Series D Preferred Stock, on an as-converted basis):
MonsterDaata Securities (on an as-converted basis
into Common Stock
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Membership Shares of Warrants to
Interest Series D Purchase
in Preferred Shares of Common
Name NeighborhoodFind Stock Common Stock Stock
---- ---------------- ----- ----------- ------------
Avalon Equity
Fund L.P. 93.09% 2,378,095 184,967 2,059,136
Commerce 6.91% - 405,292 88,804
Capital, L.P.
Total 100.00% 2,378,095 590,259 2,147,940
======= ========= ======= =========
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(b) The following new section, to be designated subsection 1.5A, is
hereby inserted into the Merger Agreement immediately following Section 1.5:
1.5A Certain Additional Consideration. Immediately after
the Effective Time and upon cancellation of all NeighborhoodFind Interests
that were outstanding immediately prior to the Effective Time,
MonsterDaata shall issue (a) 192,318 Warrants to the Alpha Group
Retirement Plan, (b) 14, 129 Warrants to Matthew T. Green and (c) 70,647
Warrants to Peter C. Marcum.
(c) The first sentence of Section 1.7(a) is hereby amended and
restated in its entirety to read as follows:
(a) Immediately after the Effective Time and
upon cancellation of all NeighborhoodFind Interests that were outstanding
immediately prior to the Effective Time, MonsterDaata shall issue (i) a
certificate registered in the name of Avalon Equity Fund L.P. representing
356,714 shares of Series D Preferred Stock (on an as-converted basis into
Common Stock) that it shall be entitled to receive as set forth in Section
1.5(a)(ii) hereof, which shall be deposited with the Escrow Agent or its
nominee, accompanied by a stock power duly executed in blank, pursuant to
the terms of the Escrow Agreement, (ii) a certificate registered in the
name of Avalon Equity Fund L.P. representing 27,744 shares of Common
Stock, which shall be deposited with the Escrow Agent or its nominee,
accompanied by a stock power duly executed in blank, pursuant to the terms
of the Escrow Agreement, (iii) a certificate registered in the name of
Commerce Capital L.P. representing 60,794 shares of Common Stock, which
shall be deposited with the Escrow Agent or its nominee, accompanied by a
stock power duly executed in blank, pursuant to the terms of the Escrow
Agreement, (iv) certificates registered in the name of such Member
representing the MonsterDaata Securities that such Member shall be
entitled to receive as set forth in Section 1.5(a)(ii) hereof (less that
number of MonsterDaata Securities deposited with the Escrow Agent or its
nominee referred to in clauses (i), (ii) and (iii) above).
(d) The first sentence of Section 11 of the Merger Agreement is
hereby amended and restated in its entirety to read as follows:
11. Closing. The closing of the Merger (the "Closing") shall
occur concurrently with the Effective Time (the "Closing Date"). The
Closing shall occur at the law offices of Greenberg Traurig, LLP referred
to in Section 13.1 hereof. At the Closing, MonsterDaata shall (i) deliver
to the Escrow Agent certificates representing the MonsterDaata Securities
to be held pursuant to the Escrow Agreement pursuant to Section 1.7(b),
(ii) deliver to each Member certificates representing the balance of the
MonsterDaata Securities to be issued pursuant to Section 1.5(a)(ii) hereof
directly to them pursuant to Section 1.7(b) hereof, and (iii) deliver to
the Persons specified in Section 1.5A certificates representing the
respective Warrants to be issued to such Persons pursuant to Section 1.5A
directly to such Persons.
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2. Effectiveness of Amendment. The undersigned do hereby give
their written consent to this Amendment No. 1 to the Merger Agreement (this
"Amendment"), effective as of the date first written above, in accordance
with the foregoing provisions.
3. Confirmation of Partnership Agreement. Except as set forth
in Paragraph 1 of this Amendment, the terms, conditions and agreements set
forth in the Merger Agreement are hereby ratified and confirmed and shall
continue in full force and effect.
4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York, without
regard to the conflict of laws provisions thereof.
5. Binding Effect. This Amendment shall inure to the benefit
of and be binding upon the permitted successors and assigns of the parties
hereto.
6. Counterparts. This Amendment may be executed in
counterparts, each of which when so executed and delivered shall be deemed an
original and all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, each of the parties hereto have caused this
Amendment to be executed as a deed as of the date first written above.
MONSTERDAATA, INC. NEIGHBORHOODFIND.COM LLC
By: /s/ Samuel Petteway By: /s/ Peter Polimino
----------------------------- ------------------------------
Name: Samuel Petteway Name: Peter Polimino
Title: Chief Executive Officer Title: Chief Operating Officer
and President
AVALON EQUITY FUND L.P. COMMERCE CAPITAL L.P.
By: Avalon Equity Partners LLC, By: Commerce Equity Capital
its sole general partner Corporation, its sole general
partner
By: /s/ Benjamin Brandes By: /s/ Rudy E. Ruark
----------------------- -----------------------
Name: Benjamin Brandes Name: Rudy E. Ruark
Title: Manager Title: Vice President
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